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. 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.
AGM Group Holdings Inc. filed a Form F-1 to register the resale of up to 7,649,160 Class A Ordinary Shares by L1 Capital Global Opportunities Master Fund. The amount includes 7,449,160 shares issuable upon conversion of convertible advances, 50,000 pre‑delivery shares, and pre‑funded warrants to purchase 150,000 additional pre‑delivery shares. The company is not selling shares in this registration and will not receive proceeds from resales; it has already received proceeds from the advances.
The advances bear no stated interest, mature in 12 months, and are convertible at 90% of the lowest 5‑day VWAP, subject to a US$0.7844 floor, with conversions below the floor permitted only as outlined in a letter agreement. AGMH’s Class A Ordinary Shares trade on Nasdaq under “AGMH.”
Issued and outstanding share capital consisted of 1,977,191 Class A and 1,200,000 Class B shares as of the prospectus date; this is a baseline figure, not the amount being offered. The board approved an increase in authorized shares to 90,000,000 (60,000,000 Class A; 30,000,000 Class B). The prospectus highlights PRC regulatory and HFCAA-related risks, including CSRC filing requirements for overseas offerings.
AGM Group Holdings Inc. (AGMH) announced it will remain listed on The Nasdaq Capital Market. Nasdaq advised the company that it maintained compliance with the Listing Rules through September 29, 2025, as required by a June 3, 2025 Nasdaq Hearings Panel decision. Based on this, the Panel determined to allow the company to maintain its listing.
Group Holdings Inc. reported changes to its corporate structure. Effective October 2, 2025, the company amended its memorandum and articles of association to increase its authorized share capital from 8,000,000 shares to 90,000,000 shares, all with a par value of US$0.05.
The new authorization comprises 60,000,000 Class A ordinary shares and 30,000,000 Class B ordinary shares. The board of directors approved this amendment on September 10, 2025, stating it was adopted to support the company’s long-term growth and overall commercial objectives. The company also changed its registered agent in the British Virgin Islands to Aegis International Group Limited, effective September 24, 2025.
AGM Group Holdings Inc. filed a Form 6-K as a foreign private issuer, furnishing updated mid‑year financial information. The filing attaches a Management’s Discussion and Analysis of Financial Condition and Results of Operations for the six months ended June 30, 2025 and 2024, and unaudited interim condensed consolidated financial statements for the six months ended June 30, 2025.
AGM Group Holdings Inc. filed an amended Form 6-K to add a new letter agreement with an investor that changes terms of a previously disclosed Securities Purchase Agreement and related prepaid advance, both dated September 22, 2025. The October 1, 2025 letter sets a floor price for the subscription price under the first tranche advance. If the calculated subscription price would fall below this floor, the company will instead issue shares at the floor price and pay the investor the cash difference as defined in the agreement. Substantially similar protections will apply to later advances under the same purchase agreement. Aside from including this letter, the amendment does not change or update other information from the original Form 6-K.
AGM Group Holdings Inc. reported that it entered into financing agreements with an institutional investor to issue up to $6 million in original issue discount convertible advances. The advances are split into three $2 million tranches, with later tranches depending on equity conditions such as trading volume, market capitalization, and timely SEC reporting.
The first tranche closed on September 22, 2025, with an initial advance of $1,500,000 principal for gross proceeds of $1,380,000. Each advance is convertible into Class A ordinary shares at the lower of 120% of a recent three-day VWAP average or 93% of the lowest VWAP in the ten trading days before conversion, provided no default exists. The company also signed a registration rights agreement requiring a resale registration statement on Form F-1 and related guarantee arrangements with subsidiaries.