Group Holdings (NASDAQ: AGMH) exits Nanjing Lucun in $57.45M sale

Rhea-AI Filing Summary

Group Holdings Inc. reported that its Hong Kong subsidiary, Technology Limited, completed the sale of all shares of Nanjing Lucun Semiconductor Co. Ltd., a wholly owned subsidiary that primarily produces high-performance hardware and computing equipment. The buyer is Hong Kong Giant Electronics Co., Limited, under an equity transfer agreement dated May 6, 2025.

The agreement values Nanjing Lucun at USD57,450,000, which represents the consideration payable by Giant Electronics. Group Holdings also provided unaudited pro forma condensed consolidated financial statements as of and for the year ended December 31, 2024, filed as an exhibit, to help illustrate how the company’s financials would look after this divestiture.

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Cross-border M&A and financial reporting analyst

Group Holdings completes a USD57.45M sale of a semiconductor subsidiary and provides pro forma financials to show post-transaction impact.

Group Holdings Inc., through its Hong Kong subsidiary Technology Limited, has closed the sale of all shares of Nanjing Lucun Semiconductor Co. Ltd. to Hong Kong Giant Electronics Co., Limited. The equity transfer agreement, dated May 6, 2025, sets the consideration at USD57,450,000 for this divestiture of a business focused on high-performance hardware and computing equipment.

This move represents a strategic exit from a semiconductor-related asset, but the excerpt does not detail the rationale, use of proceeds, or how large Nanjing Lucun was relative to the rest of the business. To help readers understand the financial impact, Group Holdings filed unaudited pro forma condensed consolidated financial statements as of and for the year ended December 31, 2024 as an exhibit. Those statements are intended to show how revenue, earnings, and balance sheet items would look after removing Nanjing Lucun’s operations from the consolidated results.

The transaction could reshape the company’s revenue mix and geographic or sector exposure, depending on how significant Nanjing Lucun was in the overall group. The pro forma exhibit labeled 99.1 is the key source for assessing post-sale leverage, profitability, and capital structure, especially for investors comparing historical reported results with the adjusted, post-divestiture profile.

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 ☐

Information Contained in this Form 6-K Report

On May 7, 2025, the Hong Kong subsidiary of AGM Group Holdings Inc. (the “Company”), AGM Technology Limited (“AGM HK”), completed the previously announced sale of all shares of Nanjing Lucun Semiconductor Co. Ltd. (“Nanjing Lucun”), a wholly-owned subsidiary of AGM HK primarily producing high-performance hardware and computing equipment, to Hong Kong Giant Electronics Co., Limited (“Giant Electronics”) pursuant to an equity purchased agreement, dated May 6, 2025 (the “Equity Transfer Agreement”). Pursuant to the Equity Transfer Agreement, Giant Electronics agreed to purchase Nanjing Lucun for a consideration of USD57,450,000.

The unaudited pro forma financial information of the Company as of and for the year ended December 31, 2024 and for the year then ended is filed as Exhibit 99.1 to this report.

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Exhibit Index

Exhibit No.		Description
99.1		AGM Group Holdings Inc. Unaudited Pro Forma Condensed Consolidated Financial Statements.

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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 18, 2025	AGM GROUP HOLDINGS INC.
	By:	/s/ Bo Zhu
	Name:	Bo Zhu
	Title:	Chief Executive Officer

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FAQ

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

Group Holdings Inc. disclosed that its Hong Kong subsidiary, Technology Limited, completed the sale of all shares of Nanjing Lucun Semiconductor Co. Ltd. to Hong Kong Giant Electronics Co., Limited under an equity transfer agreement dated May 6, 2025.

How much is Hong Kong Giant Electronics paying for Nanjing Lucun Semiconductor?

Under the equity transfer agreement, Hong Kong Giant Electronics Co., Limited agreed to purchase Nanjing Lucun Semiconductor Co. Ltd. for a consideration of USD57,450,000.

What type of business is Nanjing Lucun Semiconductor Co. Ltd. that AGMH sold?

Nanjing Lucun Semiconductor Co. Ltd. is described as a wholly owned subsidiary of Group Holdings Inc. that primarily produces high-performance hardware and computing equipment.

Does AGMH provide pro forma financial information related to the Nanjing Lucun sale?

Yes. Group Holdings Inc. filed unaudited pro forma condensed consolidated financial statements as of and for the year ended December 31, 2024 as Exhibit 99.1 to show the company’s financials after the Nanjing Lucun sale.

Which entity within AGMH completed the sale of Nanjing Lucun Semiconductor?

The sale of Nanjing Lucun Semiconductor Co. Ltd. was completed by the Hong Kong subsidiary of Group Holdings Inc., Technology Limited.

When was the equity transfer agreement for the Nanjing Lucun sale signed?

The equity transfer agreement for the sale of Nanjing Lucun Semiconductor Co. Ltd. to Hong Kong Giant Electronics Co., Limited was dated May 6, 2025.

What exhibit is attached to AGMH’s Form 6-K related to this transaction?

The Form 6-K includes Exhibit 99.1, titled “Group Holdings Inc. Unaudited Pro Forma Condensed Consolidated Financial Statements,” providing financial information reflecting the Nanjing Lucun sale.