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 May 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 ☐
On May 18, 2026, AGM
Group Holdings Inc. (the “Company”) received a letter from the Listing Qualifications Department of The Nasdaq Stock Market
LLC (“Nasdaq”) indicating that, because the Company has not yet filed its Annual Report on Form 20-F for the fiscal year ended
December 31, 2025 (the “Form 20-F”), the Company does not comply with Nasdaq Listing Rule 5250(c)(1) for continued listing.
This notice from Nasdaq
has no immediate effect on the listing of the Company’s ordinary shares on the Nasdaq Capital Market. The Company has 60 calendar
days to submit a plan to Nasdaq showing how it intends to regain compliance. If Nasdaq accepts the plan submitted by the Company, Nasdaq
can grant an exception of up to 180 calendar days from the Form 20-F’s due date, or until November 11, 2026, to regain compliance.
The Company continues
to work diligently to complete the Form 20-F and file it with the SEC as soon as reasonably practicable. The Company expects to submit
a plan to regain compliance or file its Form 20-F within the timeline prescribed by Nasdaq.
The statements contained
in this Current Report on Form 6-K, and oral statements made regarding the subjects of this Current Report on Form 6-K, contain “forward-looking
statements” within the meaning of the Securities Litigation Reform Act of 1995, or the Reform Act, which may include, but are not
limited to, statements regarding the Company’s estimates, plans, objectives, expectations and intentions and other statements contained
in this press release that are not historical facts, including statements identified by words such as “believe,” “plan,”
“seek,” “expect,” “intend,” “estimate,” “anticipate,” “will,”
and similar expressions. All statements addressing the Company’s ability to regain compliance with the Nasdaq listing requirements
or to develop a plan acceptable to Nasdaq for an extension of the 60-day grace period, as well as statements expressing optimism or pessimism
about future operating results are forward-looking statements within the meaning of the Reform Act. The forward-looking statements are
based on management’s current views and assumptions regarding future events and operating performance, and are inherently subject
to significant uncertainties and contingencies and changes in circumstances, many of which are beyond the Company’s control. The
statements in this press release are made as of the date of this press release, even if subsequently made available by the Company on
its website or otherwise. The Company does not undertake any obligation to update or revise these statements to reflect events or circumstances
occurring after the date of this Current Report on Form 6-K.
Exhibit Index
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release - AGM Group Receives Notification from Nasdaq Regarding Delayed Filing of Form 20-F, dated May 26, 2026 |
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: May 26, 2026 |
AGM GROUP HOLDINGS INC. |
| |
|
|
| |
By: |
/s/ Bo Zhu |
| |
Name: |
Bo Zhu |
| |
Title: |
Chief Executive Officer and Director |
3
Exhibit 99.1
AGM Group Receives Notification from
Nasdaq Regarding Delayed Filing of Form 20-F
NEW YORK, May 26, 2026 — AGM Group Holdings
Inc. (NASDAQ: AGMH, “AGMH” or the “Company”), an integrated technology company specializing in the assembling
and sales of high-performance hardware and computing equipment, today announced that it received a notification letter dated May 18, 2026
(the "Notification Letter") from Nasdaq notifying that the Company is not in compliance with the requirements for continued
listing set forth in Nasdaq Listing Rule 5250(c)(1) since the Company did not timely file its annual report on Form 20-F for the fiscal
year ended December 31, 2025 (the "2025 Form 20-F") with the Securities and Exchange Commission (the "SEC").
The Notification Letter has no immediate effect
on the listing or trading of the Company's shares on Nasdaq. Pursuant to the Nasdaq Listing Rules, the Company has 60 calendar days from
the date of the Notification Letter to submit a plan to regain compliance with Nasdaq Listing Rules (the "Compliance Plan").
If Nasdaq accepts the Compliance Plan, it may grant the Company an exception of up to 180 calendar days from the due date of the 2025
Form 20-F, or until November 11, 2026, to regain compliance.
AGM Group continues to work diligently to complete
the 2025 Form 20-F and file it with the SEC as soon as reasonably practicable. The Company expects to submit a plan to regain compliance
or file its Form 20-F within the timeline prescribed by Nasdaq.
This announcement is made in compliance with Nasdaq
Listing Rule 5810(b), which requires prompt disclosure of receipt of a notification of deficiency.
About AGM Group Holdings Inc.
AGM Group Holdings Inc. (NASDAQ: AGMH) is an integrated
technology company specializing in the assembling and sales of high-performance hardware and computing equipment. With a mission to become
a key participant and contributor in the global blockchain ecosystem, AGMH focuses on the research and development of blockchain-oriented
application-specific integrated circuit chips chips, the assembling and sales of high-end crypto miners for Bitcoin and other cryptocurrencies.
For more information, please visit: www.agmhgroup.com
Forward-Looking Statements
Certain statements in this announcement are
forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company's
current expectations and projections about future events that the Company believes may affect its financial condition, results of operations,
business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as "approximates,"
"assesses," "believes," "hopes," "expects," "anticipates," "estimates," "projects,"
"intends," "plans," "will," "would," "should," "could," "may" or
similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent
occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that
the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out
to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages
investors to review other factors that may affect its future results in the Company's registration statement and other filings with the
U.S. Securities and Exchange Commission.
For more information, please contact:
AGM GROUP HOLDINGS INC.
Investor Relations Department
Email: ir@agmhgroup.com
https://www.agmhgroup.com/
