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 July 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 Tianjin and AGM Beijing
On
July 28, 2025, AGM Technology Limited, the Hong Kong subsidiary of AGM Group Holdings Inc.(“AGM HK”), entered into an Equity
Transfer Agreement by and among AGM HK, Huai’an Qiguangdian Network Technology Co., Ltd. (“HQ Network”), AGM Tianjin Construction
Development Co., Ltd. (“AGM Tianjin”) and Beijing AnGaoMeng Technology Service Co., Ltd. (“AGM Beijing”, collectively
with AGM Tianjin, the “Target Companies”) for the sale of shares of the Target Companies held by AGM HK to HQ Network (the
“Equity Transfer Agreement”).
AGM
Tianjin is a wholly-owned subsidiary of AGM HK incorporated in the PRC. AGM Tianjin did not conduct any operations or own any material
assets or liabilities except for cash, insignificant expense and 100% of the equity interests in AGM Beijing. AGM Beijing is a wholly-owned
subsidiary of AGM Tianjin incorporated in the PRC and its principal activities include software design, technology transfer, technology
consulting, technology promotion and data processing. Pursuant to the Equity Transfer Agreement, AGM HK will sell 100% of the Target
Companies’ shares it holds to HQ Network for a total transfer consideration of US$5,000. The closing of the sale contemplated under
the Equity Transfer Agreement is subject to certain closing conditions.
HQ
Network is an independent third party incorporated in the PRC, primarily engaged in information transmission, software development, and
information technology services.
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.
Exhibit
Index
| Exhibit
No. |
|
Description |
| 99.1 |
|
English Translation of Equity Transfer Agreement dated July 28, 2025, by and among AGM Technology Limited, Huai’an Qiguangdian Network Technology Co., Ltd., AGM Tianjin Construction Development Co., Ltd. and Beijing AnGaoMeng Technology Service Co., Ltd. |
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: July 31, 2025 |
AGM GROUP HOLDINGS INC. |
| |
|
|
| |
By: |
/s/ Bo
Zhu |
| |
Name: |
Bo Zhu |
| |
Title: |
Chief Executive Officer |
