Welcome to our dedicated page for AGM GROUP HOLDINGS SEC filings (Ticker: AGMH), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
AGM Group Holdings Inc. filings document foreign private issuer reports on financing agreements, operating results, corporate governance, capital structure, subsidiary transactions, and listing status. Recent Form 6-K reports include an equity line of credit facility, a related warrant, original-issue-discount convertible advances, registration-rights arrangements, and subsidiary guarantees tied to capital access.
The company’s filings also provide interim management discussion and unaudited condensed consolidated financial statements, pro forma financial information for completed subsidiary sales, and amendments to its memorandum and articles of association. Governance and corporate-status disclosures include the authorization of Class A and Class B ordinary shares, changes involving BVI corporate administration, and Nasdaq continued-listing matters.
AGM Group Holdings, Inc. director Jia Hailiang filed an initial Form 3 reporting status as a director of the company. The filing shows no reported transactions, no buy or sell activity, and no derivative positions or holding entries at the time of this report.
Group Holdings Inc. has filed an F‑1 registration statement covering up to 25,000,000 Class A Ordinary Shares for resale by L1 Capital Global Opportunities Master Fund. This includes 24,391,223 shares issuable under an equity line of credit and 608,777 shares issuable upon exercise of a five‑year warrant.
The company is not directly selling shares in this prospectus and will not receive proceeds from L1’s resales, but may receive up to US$25 million in gross proceeds from future share sales to L1 under the equity line facility. The Class A Ordinary Shares trade on Nasdaq under the symbol “AGMH.”
Group Holdings is a British Virgin Islands holding company that operates in mainland China, Hong Kong SAR, Canada and other jurisdictions through subsidiaries, with no VIE structure. The filing highlights extensive legal, regulatory and capital‑control risks tied to PRC oversight, CSRC filing requirements, cybersecurity and HFCAA-related audit inspections, which could affect its ability to raise capital or keep its U.S. listing. The dual‑class share structure concentrates voting control, as the CEO holds Class B shares representing about 74.75% of total voting power, and the company does not expect to pay cash dividends in the foreseeable future.
Group Holdings Inc. entered into a securities purchase agreement with an institutional investor that establishes an equity line of credit of up to US$25 million. Under this arrangement, the company may, at its discretion, sell ordinary shares to the investor from time to time over a 24‑month term, with pricing based on the market price during each measurement period and subject to an effective resale registration statement.
As part of the deal, Group Holdings issued a five‑year warrant to the investor to purchase 608,777 ordinary shares at an exercise price of $2.4639 per share. Any proceeds from share sales under the equity line may be used for general corporate purposes, including working capital, project development, production financing, and other strategic initiatives.
AGM Group Holdings Inc. has filed a Form F-3 shelf registration to offer and sell, from time to time, up to US$60,000,000 of Class A ordinary shares, debt securities, rights and units. The company is a British Virgin Islands holding company whose operations are conducted mainly through subsidiaries in mainland China, Hong Kong, Canada, the BVI and Singapore, so investors are buying equity in the BVI holding company rather than the PRC operating entities.
The filing highlights significant China-related legal and regulatory risks, including evolving PRC rules on overseas listings, cybersecurity and data security, and potential impacts of the Holding Foreign Companies Accountable Act if the PCAOB cannot inspect the auditor. AGM is a foreign private issuer and an emerging growth company and can use reduced U.S. reporting requirements. The board has increased authorized share capital to 90,000,000 shares and the CEO controls most voting power through Class B shares, making AGM a controlled company under Nasdaq rules. The company states it has not paid dividends and currently intends to retain earnings for operations and expansion.
AGM Group Holdings Inc., a British Virgin Islands holding company, has filed a Form F-3 shelf registration to offer and sell up to US$60,000,000 of Class A Ordinary Shares, debt securities, rights and units from time to time. Specific pricing, amounts and structures for each takedown will be detailed in future prospectus supplements.
The company’s Class A Ordinary Shares trade on Nasdaq under “AGMH,” with a public float of about US$4.0 million as of January 13, 2026, which limits primary offerings under Form F-3 to one‑third of that float in any 12‑month period while it remains below US$75 million. AGM is a foreign private issuer and an emerging growth company, allowing reduced U.S. reporting requirements and use of certain home‑country corporate governance practices.
AGM operates primarily through subsidiaries in mainland China, Hong Kong, Canada, the BVI and Singapore, and investors are buying equity in the BVI holding company, not the PRC operating entities. The filing highlights substantial legal and regulatory risks tied to PRC oversight, capital controls, evolving CSRC and cybersecurity regimes, as well as potential HFCAA-related delisting risk if the PCAOB is again unable to inspect its China-based auditor.
AGM Group Holdings Inc. has filed Amendment No. 2 to its Form F-1 registration statement as an exhibit-only update, leaving the main prospectus and core terms unchanged. The amendment mainly adds legal and administrative sections, including detailed provisions on how the company may indemnify its directors and officers under British Virgin Islands law and the limits imposed by U.S. securities law.
The filing also summarizes prior capital markets activity. In December 2021, AGM completed a registered direct offering of 2,898,552 Class A ordinary shares and a concurrent private placement of unregistered warrants to purchase up to 1,449,276 Class A ordinary shares, for gross proceeds of about US$20 million, with additional placement agent warrants issued as compensation. In June 2025, the company issued 1,200,000 Class B ordinary shares to Chief Executive Officer Bo Zhu in consideration of past and future services in a transaction relying on Regulation S. The amendment further lists key corporate, legal and accounting exhibits and includes updated signature and authorization pages.
AGM Group Holdings Inc. filed Amendment No. 1 to a Form F-1 for the resale of up to 7,649,160 Class A Ordinary Shares. The shares may be sold from time to time by L1 Capital Global Opportunities Master Fund and include (i) 7,449,160 shares issuable upon conversion of convertible advances, (ii) 50,000 Pre-Delivery Shares, and (iii) pre-funded warrants to purchase 150,000 additional Pre-Delivery Shares. The company is not selling any shares under this prospectus and will not receive proceeds from sales by the selling shareholder.
The advances bear no stated interest, mature in 12 months, and are convertible at 90% of the lowest five-day VWAP, subject to a US$0.7844 floor price. Sales may occur at fixed, market, related, or negotiated prices as described under Plan of Distribution. AGM’s Class A Ordinary Shares trade on Nasdaq under “AGMH.”
As of the date of this prospectus, issued and outstanding share capital consisted of 1,977,191 Class A Ordinary Shares and 1,200,000 Class B Ordinary Shares. On September 10, 2025, the board approved an increase in authorized shares to 90,000,000 (60,000,000 Class A; 30,000,000 Class B). The filing also highlights PRC-related regulatory and operational risks tied to subsidiaries operating in China and Hong Kong.
AGM Group Holdings (AGMH) reported the completion of two divestitures. On July 30, 2025, its Hong Kong unit sold all shares of AGM Tianjin and subsidiary AGM Beijing to Huai’an Qiguangdian Network Technology for US$5,000, after which the seller no longer controlled those entities.
On September 9, 2025, the Company completed the sale of all shares of AGM Technology Limited (AGM HK)—a wholly owned subsidiary primarily engaged in sales of cryptocurrency mining machines and standardized computing equipment—to Mr. Peng Liu for US$6,850,000, and will no longer control AGM HK. Unaudited pro forma condensed consolidated financial statements reflecting these transactions for the six months ended June 30, 2025 and for the years ended December 31, 2024 and 2023 were filed as Exhibit 99.1.