UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE
13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2026
Commission File Number: 001-38309
AGM GROUP
HOLDINGS INC.
(Translation
of registrant’s name into English)
c/o Creative Consultants (Hong Kong) Limited
Unit 2212, 22/F, CC Wu Building, 302-308 Hennessy Road
Wanchai, Hong Kong
+852-975-02047
(Address of principal executive office)
Indicate by check mark whether the registrant files
or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form
40-F ☐
Change of Directors
Resignation of Ms. Jianping Niu
On October 5, 2026, Ms. Jianping Niu notified
AGM Group Holdings Inc. (the “Company”) of her resignation as an independent director, the chairperson of the Nominating Committee
and a member of each of the Audit Committee and the Compensation Committee of the Company, effective as of the same date.
Ms. Niu’s resignation was not due to any
disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Appointment of Ms. Rui Zhang and Ms. Li Zhang
Effective as of October 5, 2026, Ms. Rui Zhang was
appointed as a director of the Company, and Ms. Li Zhang was appointed as an independent director, the chairperson of the Audit Committee
and a member of each of the Compensation Committee and the Nominating Committee of the Company.
Effective as of the same date, Mr. Hailiang Jia
ceased to serve as the chairperson of the Audit Committee and was appointed as the chairperson of the Nominating Committee. Mr. Jia continues
to serve as an independent director and a member of each of the Audit Committee and the Compensation Committee of the Company.
Ms. Rui Zhang, aged 30, served as a director and
the chief executive officer of Vastway Technology Co., Ltd. prior to joining the Company. Prior to joining Vastway Technology Co., Ltd.,
Ms. Zhang served as Chief of Staff at Dexen Technology and its affiliates. Ms. Zhang has experience in investment, business development,
human resources and administrative management.
Ms. Li Zhang, aged 50, has served as the chief financial
officer of 9F Inc. since May 2021 and as its director of internal audit and internal control since 2019. From 2018 to 2019, Ms. Zhang
served as the chief financial officer of Agile Fund. From 2015 to 2018, she served as director of risk and compliance at USANA Health
Sciences, Inc. From 2005 to 2015, she worked at PricewaterhouseCoopers, where she most recently served as a senior manager. Ms. Zhang
received a bachelor’s degree in computer application technology from North University of China in 1999 and holds an MBA from Tsinghua
University.
Closing of Private Placement
As previously disclosed in the Company’s
report on Form 6-K furnished to the Securities and Exchange Commission on September 18, 2026, the Company entered into a share purchase
agreement dated September 17, 2026 (the “Purchase Agreement”) with Vastway Technology Co., Ltd. (the “Purchaser”).
On October 5, 2026, the Company completed the private placement contemplated by the Purchase Agreement and issued and sold Class A ordinary
shares, par value US$0.05 per share, to the Purchaser at a purchase price of US$0.6305 per share, for aggregate gross proceeds of approximately
US$11.0 million. Such Class A ordinary shares represent approximately 77.2% of the total outstanding ordinary shares of the Company
and approximately 63.6% of the total voting power of the Company’s outstanding ordinary shares immediately following the closing.
Safe Harbor Statement
This report contains statements
that may constitute “forward-looking” statements pursuant to the “safe harbor” provisions of the U.S. Private
Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,”
“expects,” “anticipates,” “aims,” “future,” “intends,” “plans,”
“believes,” “estimates,” “likely to,” and similar statements. Statements that are not historical facts,
including statements about AGM Group Holdings Inc.’s beliefs, plans, and expectations, are forward-looking statements. Forward-looking
statements involve inherent risks and uncertainties. Further information regarding these and other risks is included in AGM Group Holdings
Inc.’s filings with the SEC. All information provided in this report is as of the date of this report, and AGM Group Holdings Inc.
does not undertake any obligation to update any forward-looking statement, except as required under applicable law.
Exhibit Index
| Exhibit No. |
|
Description |
| 99.1 |
|
Form of Director Agreement with Ms. Rui Zhang |
| 99.2 |
|
Form of Director Agreement with Ms. Li Zhang |
SIGNATURES
Pursuant to the requirements of
the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
| Date: October 5, 2026 |
AGM GROUP HOLDINGS INC. |
| |
|
|
| |
By: |
/s/ Bo Zhu |
| |
Name: |
Bo Zhu |
| |
Title: |
Chief Executive Officer and Director |
3
Exhibit 99.1
AGM
GROUP HOLDINGS INC.
DIRECTOR
AGREEMENT
This
Director Agreement (the “Agreement”) is made and entered into as of __________,
2026, by and between AGM Group Holdings Inc., a British Virgin Islands business company limited by shares (the “Company”),
and Rui Zhang (Passport No.: __________) (the “Director”).
I. SERVICES
1.1 Board
of Directors. The Director is appointed to serve as a director of the Company’s Board of Directors (the “Board”),
effective on __________, 2026 (the “Effective Date”), until the earlier
of (i) the date on which the Director ceases to be a member of the Board for any reason, or (ii) the date of termination of this Agreement
in accordance with Section 5.2 hereof (such earlier date being the “Expiration Date”). The Board shall consist
of the Director and such other members as are nominated and elected pursuant to the current Memorandum and Articles of Association of
the Company (the “Memorandum and Articles”).
1.2 Director
Services. The Director’s services to the Company hereunder shall include service on the Board in accordance with applicable
law and stock exchange rules as well as the Memorandum and Articles, and such other services mutually agreed to by the Director and the
Company (the “Director Services”).
II. COMPENSATION
2.1 Expense
Reimbursement. The Company shall reimburse the Director for all reasonable travel and other out-of-pocket expenses incurred in connection
with the Director Services rendered by the Director, provided Director shall give a reasonable prior notice to the Company before the
incurrence of such expenses for budget management purposes.
2.2 Compensation
to Director. The Director shall receive no compensation from the Company.
2.3 [Reserved]
III. duties
of director
3.1 Fiduciary
Duties. In fulfilling his/her managerial responsibilities, the Director shall be charged with a fiduciary duty to the Company. The
Director shall be attentive and inform himself/herself of all material facts regarding a decision before taking any action. In addition,
the Director’s actions shall be motivated solely by the best interests of the Company.
3.2 Confidentiality.
During the Term of this Agreement, and for a period of one (1) year after the Expiration Date, the Director shall maintain in strict
confidence all information he/she has obtained or shall obtain from the Company that the Company has designated as “confidential”
or that is by its nature confidential, relating to the Company’s business, operations, properties, assets, services, condition
(financial or otherwise), liabilities, employee relations, users, clients (including user and client usage statistics), service providers,
prospects, technology, or trade secrets, except to the extent such information (i) is in the public domain through no act or omission
of the Director, (ii) is required to be disclosed by law or a valid order by a court or other governmental body, or (iii) is
independently learned by the Director outside of his/her relationship with the Company and its affiliates (the “Confidential
Information”).
3.3 Nondisclosure
and Nonuse Obligations. The Director will use the Confidential Information solely to perform the Director Services for the benefit
of the Company. The Director will treat all Confidential Information of the Company with the same degree of care as the Director treats
his/her own Confidential Information, and the Director will use his/her best efforts to protect the Confidential Information. The Director
will not use the Confidential Information for his/her own benefit or the benefit of any other person or entity, except as may be specifically
permitted in this Agreement. The Director will immediately give notice to the Company of any unauthorized use or disclosure by or through
him/her, or of which he/she becomes aware, of the Confidential Information. The Director agrees to assist the Company in remedying any
such unauthorized use or disclosure of the Confidential Information.
3.4 Return
of the Company Property. All materials furnished to the Director by the Company, whether delivered to the Director by the Company
or made by the Director in the performance of Director Services under this Agreement (the “Company Property”), are
the sole and exclusive property of the Company. The Director agrees to promptly deliver the original and any copies of the Company Property
to the Company at any time upon the Company’s request. Upon termination of this Agreement by either party for any reason, the Director
agrees to promptly deliver to the Company or destroy, at the Company’s option, the original and any copies of the Company Property.
The Director agrees to certify in writing that the Director has so returned or destroyed all such Company Property.
IV. COVENANTS
OF director
4.1 No
Conflict of Interest. During the Term of this Agreement, the Director shall not be employed by, own, manage, control or participate
in the ownership, management, operation or control of any business entity that is competitive with the Company or otherwise undertake
any obligation inconsistent with the terms hereof, provided that Director may continue the Director’s current affiliation or other
current relationships with the entity or entities described on Exhibit B (all of which entities are referred to collectively as
“Current Affiliations”). This Agreement is subject to the current terms and agreements governing the Director’s
relationship with Current Affiliations, and nothing in this Agreement is intended to be or will be construed to inhibit or limit any
of the Director’s obligations to Current Affiliations. The Director represents that nothing in this Agreement conflicts with the
Director’s obligations to Current Affiliations. A business entity shall be deemed to be “competitive with the Company”
for purpose of this Article IV only if and to the extent it engages in the business substantially similar to the Company’s business.
If the Director undertakes any duty, investment or other obligation that may present a conflict of interest prohibited under this Section
4.1, the Director shall inform the Board in advance. If the Board decides such proposed new obligation would present an actual conflict
of interest prohibited hereunder and the Director still undertakes the new obligation, the Board shall have the right to remove the Director
from the Board.
4.2 Noninterference
with Business. During the Term of this Agreement, and for a period of one (1) year after the Expiration Date, the Director agrees
not to interfere with the business of the Company in any manner. By way of example and not of limitation, the Director agrees not to
solicit or induce any employee, independent contractor, user, client, service providers or business partner of the Company to terminate
or breach his/her/its employment, contractual or other relationship with the Company.
V. Term
and Termination
5.1 Term.
This Agreement is effective as of the Effective Date as provided for in Section 1.1 above and will continue until the Expiration Date
(the “Term”).
5.2 Termination.
Either party may terminate this Agreement at any time upon thirty (30) days prior written notice to the other party, or such shorter
period as the parties may agree upon.
5.3 Survival.
The rights and obligations contained in Articles III and IV will survive any termination or expiration of this Agreement.
VI. Miscellaneous
6.1 Assignment.
Except as expressly permitted by this Agreement, neither party shall assign, delegate, or otherwise transfer any of its rights or obligations
under this Agreement without the prior written consent of the other party. Subject to the foregoing, this Agreement will be binding upon
and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.
6.2 No
Waiver. The failure of any party to insist upon the strict observance and performance of the terms of this Agreement shall not be
deemed a waiver of other obligations hereunder, nor shall it be considered a future or continuing waiver of the same terms.
6.3 Notices.
Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as
indicated: (i) by personal delivery when delivered personally; (ii) by overnight courier upon written verification of receipt;
(iii) by facsimile transmission upon acknowledgment of receipt of electronic transmission; (iv) by certified or registered
mail, return receipt requested, upon verification of receipt; and (v) by electronic mail to the email addresses, at the time of receipt.
Notice shall be sent to the addresses set forth on the signature page of this Agreement or such other address as either party may specify
in writing.
6.4 Governing
Law. This Agreement shall be governed in all respects by the laws of the British Virgin Islands without regard to conflicts of law
principles thereof.
6.5 Severability.
Should any provisions of this Agreement be held by a court of law to be illegal, invalid or unenforceable, the legality, validity and
enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.
6.6 Entire
Agreement. This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all
prior or contemporaneous oral or written agreements concerning such subject matter. The terms of this Agreement will govern all Director
Services undertaken by the Director for the Company.
6.7 Amendments.
This Agreement may only be amended, modified or changed by an agreement signed by the Company and the Director. The terms contained herein
may not be altered, supplemented or interpreted by any course of dealing or practices.
6.8 Counterparts.
This Agreement may be executed in two (2) counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
[The
remainder of this page is intentionally left blank.]
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
| Company: |
AGM Group Holdings Inc. |
| |
|
|
| Address: |
By: |
|
| Creative
Consultants (Hong Kong) Limited, |
Name: |
| Unit
2212, 22/F, CC Wu Building, 302-308 |
Title: |
| Hennessy
Road, Wanchai, Hong Kong |
|
|
| Email:
|
|
|
| |
|
|
| Director: |
Rui Zhang |
| Address: |
|
|
| |
|
|
| Email:
|
|
|
[Signature
Page to Director Agreement]
EXHIBIT
B
Director’s
Current Affiliations
Exhibit 99.2
AGM
GROUP HOLDINGS INC.
DIRECTOR AGREEMENT
This
Director Agreement (the “Agreement”) is made and entered into as of __________,
2026, by and between AGM Group Holdings Inc., a British Virgin Islands business company limited by shares (the “Company”),
and Li Zhang (Passport No.: __________) (the “Director”).
I. SERVICES
1.1 Board
of Directors. The Director is appointed to serve as a director of the Company’s Board of Directors (the
“Board”), effective on __________, 2026 (the “Effective
Date”), until the earlier of (i) the date on which the Director ceases to be a member of the Board for any reason, or (ii)
the date of termination of this Agreement in accordance with Section 5.2 hereof (such earlier date being the
“Expiration Date”). The Board shall consist of the Director and such other members as are nominated and elected
pursuant to the current Memorandum and Articles of Association of the Company (the “Memorandum and
Articles”).
1.2 Director
Services. The Director’s services to the Company hereunder shall include
service on the Board and service as chairperson of the audit committee and as a member of the compensation committee and the nominating
committee of the Board in accordance with applicable law and stock exchange rules as well as the Memorandum and Articles, and such other
services mutually agreed to by the Director and the Company (the “Director Services”).
II. COMPENSATION
2.1 Expense
Reimbursement. The Company shall reimburse the Director for all reasonable travel and other out-of-pocket expenses incurred in connection
with the Director Services rendered by the Director, provided Director shall give a reasonable prior notice to the Company before the
incurrence of such expenses for budget management purposes.
2.2 Compensation
to Director. The Director shall receive from the Company compensation pursuant to Exhibit A hereto.
2.3 [Reserved]
III. duties
of director
3.1 Fiduciary
Duties. In fulfilling his/her managerial responsibilities, the Director shall be charged with a fiduciary duty to the Company. The
Director shall be attentive and inform himself/herself of all material facts regarding a decision before taking any action. In addition,
the Director’s actions shall be motivated solely by the best interests of the Company.
3.2 Confidentiality.
During the Term of this Agreement, and for a period of one (1) year after the Expiration Date, the Director shall maintain in strict
confidence all information he/she has obtained or shall obtain from the Company that the Company has designated as “confidential”
or that is by its nature confidential, relating to the Company’s business, operations, properties, assets, services, condition
(financial or otherwise), liabilities, employee relations, users, clients (including user and client usage statistics), service providers,
prospects, technology, or trade secrets, except to the extent such information (i) is in the public domain through no act or omission
of the Director, (ii) is required to be disclosed by law or a valid order by a court or other governmental body, or (iii) is
independently learned by the Director outside of his/her relationship with the Company and its affiliates (the “Confidential
Information”).
3.3 Nondisclosure
and Nonuse Obligations. The Director will use the Confidential Information solely to perform the Director Services for the benefit
of the Company. The Director will treat all Confidential Information of the Company with the same degree of care as the Director treats
his/her own Confidential Information, and the Director will use his/her best efforts to protect the Confidential Information. The Director
will not use the Confidential Information for his/her own benefit or the benefit of any other person or entity, except as may be specifically
permitted in this Agreement. The Director will immediately give notice to the Company of any unauthorized use or disclosure by or through
him/her, or of which he/she becomes aware, of the Confidential Information. The Director agrees to assist the Company in remedying any
such unauthorized use or disclosure of the Confidential Information.
3.4 Return
of the Company Property. All materials furnished to the Director by the Company, whether delivered to the Director by the Company
or made by the Director in the performance of Director Services under this Agreement (the “Company Property”), are
the sole and exclusive property of the Company. The Director agrees to promptly deliver the original and any copies of the Company Property
to the Company at any time upon the Company’s request. Upon termination of this Agreement by either party for any reason, the Director
agrees to promptly deliver to the Company or destroy, at the Company’s option, the original and any copies of the Company Property.
The Director agrees to certify in writing that the Director has so returned or destroyed all such Company Property.
IV. COVENANTS
OF director
4.1 No
Conflict of Interest. During the Term of this Agreement, the Director shall not be employed by, own, manage, control or participate
in the ownership, management, operation or control of any business entity that is competitive with the Company or otherwise undertake
any obligation inconsistent with the terms hereof, provided that Director may continue the Director’s current affiliation or other
current relationships with the entity or entities described on Exhibit B (all of which entities are referred to collectively as
“Current Affiliations”). This Agreement is subject to the current terms and agreements governing the Director’s
relationship with Current Affiliations, and nothing in this Agreement is intended to be or will be construed to inhibit or limit any
of the Director’s obligations to Current Affiliations. The Director represents that nothing in this Agreement conflicts with the
Director’s obligations to Current Affiliations. A business entity shall be deemed to be “competitive with the Company”
for purpose of this Article IV only if and to the extent it engages in the business substantially similar to the Company’s business.
If the Director undertakes any duty, investment or other obligation that may present a conflict of interest prohibited under this Section
4.1, the Director shall inform the Board in advance. If the Board decides such proposed new obligation would present an actual conflict
of interest prohibited hereunder and the Director still undertakes the new obligation, the Board shall have the right to remove the Director
from the Board.
4.2 Noninterference
with Business. During the Term of this Agreement, and for a period of one (1) year after the Expiration Date, the Director agrees
not to interfere with the business of the Company in any manner. By way of example and not of limitation, the Director agrees not to
solicit or induce any employee, independent contractor, user, client, service providers or business partner of the Company to terminate
or breach his/her/its employment, contractual or other relationship with the Company.
V. Term
and Termination
5.1 Term.
This Agreement is effective as of the Effective Date as provided for in Section 1.1 above and will continue until the Expiration Date
(the “Term”).
5.2 Termination.
Either party may terminate this Agreement at any time upon thirty (30) days prior written notice to the other party, or such shorter
period as the parties may agree upon.
5.3 Survival.
The rights and obligations contained in Articles III and IV will survive any termination or expiration of this Agreement.
VI. Miscellaneous
6.1 Assignment.
Except as expressly permitted by this Agreement, neither party shall assign, delegate, or otherwise transfer any of its rights or obligations
under this Agreement without the prior written consent of the other party. Subject to the foregoing, this Agreement will be binding upon
and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.
6.2 No
Waiver. The failure of any party to insist upon the strict observance and performance of the terms of this Agreement shall not be
deemed a waiver of other obligations hereunder, nor shall it be considered a future or continuing waiver of the same terms.
6.3 Notices.
Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as
indicated: (i) by personal delivery when delivered personally; (ii) by overnight courier upon written verification of receipt;
(iii) by facsimile transmission upon acknowledgment of receipt of electronic transmission; (iv) by certified or registered
mail, return receipt requested, upon verification of receipt; and (v) by electronic mail to the email addresses, at the time of receipt.
Notice shall be sent to the addresses set forth on the signature page of this Agreement or such other address as either party may specify
in writing.
6.4 Governing
Law. This Agreement shall be governed in all respects by the laws of the British Virgin Islands without regard to conflicts of law
principles thereof.
6.5 Severability.
Should any provisions of this Agreement be held by a court of law to be illegal, invalid or unenforceable, the legality, validity and
enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.
6.6 Entire
Agreement. This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all
prior or contemporaneous oral or written agreements concerning such subject matter. The terms of this Agreement will govern all Director
Services undertaken by the Director for the Company.
6.7 Amendments.
This Agreement may only be amended, modified or changed by an agreement signed by the Company and the Director. The terms contained herein
may not be altered, supplemented or interpreted by any course of dealing or practices.
6.8 Counterparts.
This Agreement may be executed in two (2) counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
[The
remainder of this page is intentionally left blank.]
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
| Company: |
AGM
Group Holdings Inc. |
| |
|
| Address: |
By: |
|
| Creative
Consultants (Hong Kong) Limited, |
Name: |
| Unit
2212, 22/F, CC Wu Building, 302-308 |
Title: |
| Hennessy
Road, Wanchai, Hong Kong |
|
| Email:
|
|
|
| |
|
|
| Director: |
Li
Zhang |
| Address: |
|
|
| |
|
|
| Email:
|
|
|
[Signature
Page to Director Agreement]
EXHIBIT
A
Compensation
to Director
The
compensation consists of USD50,000 in cash per year, effective as of the Effective Date and to be paid quarterly in arrears by the Company.
The
compensation will be reviewed and may be amended as determined in accordance with the constitutional documents of the Company from time
to time.
EXHIBIT
B
Director’s
Current Affiliations
| |
Company
Name |
Title |
| 1 |
9F
Inc. |
Chief
Financial Officer |
