AGM Group (NASDAQ: AGMH) to sell Hong Kong subsidiary for $6.85M

Rhea-AI Filing Summary

AGM Group Holdings Inc. has agreed to sell 100% of the shares of its wholly owned Hong Kong subsidiary, AGM Technology Limited (AGM HK), to an unrelated third party, Peng Liu, for a total cash consideration of US$6,850,000, under an Equity Transfer Agreement dated September 5, 2025. AGM HK is an operating subsidiary focused on serving customers in Asia, so the deal represents an exit from this specific Hong Kong-based entity. The completion of the sale is subject to certain closing conditions, meaning the transaction will only be finalized once those conditions are satisfied. The full terms are set out in the Equity Transfer Agreement, which is attached as an exhibit.

Insights

Cross-border M&A and capital allocation analyst

AGM Group agrees to sell its Hong Kong operating subsidiary AGM HK for US$6,850,000, pending closing conditions.

The agreement transfers 100% of AGM Technology Limited, a Hong Kong subsidiary focused on serving customers in Asia, to buyer Peng Liu for US$6,850,000. This converts an operating business into cash consideration, shifting part of AGM Group’s exposure away from that specific Hong Kong-based entity and its Asia customer base.

The eventual impact will depend on how this proceeds amount compares with AGM HK’s earnings power and the group’s overall scale, which are not detailed here. Strategically, the transaction may simplify the corporate structure and reduce regional operational complexity, while also potentially decreasing revenue tied to that subsidiary.

Investors may look to future company filings for details on how the sale proceeds are used and whether any gain or loss is recognized on disposal once the closing conditions are met and the transaction is completed.

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 September 2025

Commission File Number: 001-38309

AGM GROUP HOLDINGS INC.

(Translation of registrant’s name into English)

c/o Creative Consultants (Hong Kong) Limited

Room 1502-3 15/F., Connaught Commercial Building, 185 Wanchai Road

Wanchai, Hong Kong

+852 975-02047 – telephone

(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 ☐

AGM Group Holdings Inc. Entered into Equity Transfer Agreement for the Sale of AGM HK

On September 5, 2025, AGM Group Holdings Inc. (the “Company”) entered into an Equity Transfer Agreement by and among AGM Technology Limited, the Hong Kong subsidiary of the Company (“AGM HK”, or the “Target Company”), and Mr. Peng Liu, an unrelated third party (the “Transferee”) for the sale of shares of the Target Company held by the Company to the Transferee (the “Equity Transfer Agreement”).

The Target Company is a wholly-owned subsidiary of the Company incorporated under the laws of Hong Kong, which is an operating subsidiary focused on serving customers in Asia. Pursuant to the Equity Transfer Agreement, the Company will sell 100% of the Target Company’s shares it holds to the Transferee for a total transfer consideration of US$6,850,000. The closing of the sale contemplated under the Equity Transfer Agreement is subject to certain closing conditions.

The descriptions of the Equity Transfer Agreement herein are qualified in its entirety by reference to the Equity Transfer Agreement, which is filed as Exhibit 99.1 to this Form 6-K.

This report does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

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.

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Exhibit Index

Exhibit No.		Description
99.1		English Translation of Equity Transfer Agreement dated September 5, 2025, by and among AGM Technology Limited, AGM Group Holdings Inc. and Peng Liu

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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: September 11, 2025	AGM GROUP HOLDINGS INC.
	By:	/s/ Bo Zhu
	Name:	Bo Zhu
	Title:	Chief Executive Officer

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FAQ

What transaction did AGM Group Holdings Inc. (AGMH) disclose in this Form 6-K?

AGM Group Holdings Inc. disclosed that it entered into an Equity Transfer Agreement to sell 100% of the shares of its Hong Kong subsidiary, AGM Technology Limited (AGM HK), to Peng Liu, an unrelated third party.

How much is AGM Group receiving for the sale of AGM HK?

AGM Group will receive a total transfer consideration of US$6,850,000 for selling 100% of the shares of AGM Technology Limited (AGM HK).

Who is the buyer of AGM Group’s Hong Kong subsidiary AGM HK?

The buyer is Mr. Peng Liu, described as an unrelated third party in the Equity Transfer Agreement.

What type of business is AGM Technology Limited (AGM HK)?

AGM Technology Limited (AGM HK) is a wholly owned Hong Kong subsidiary of AGM Group Holdings Inc. and is described as an operating subsidiary focused on serving customers in Asia.

Is the sale of AGM HK by AGM Group already completed?

No. The closing of the sale is stated to be subject to certain closing conditions, so the transaction will complete only after those conditions are satisfied.

Where can investors find the full terms of the Equity Transfer Agreement for AGMH?

The full terms are contained in the Equity Transfer Agreement, which is filed as Exhibit 99.1 to this Form 6-K as an English translation of the agreement dated September 5, 2025.