UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AGM
GROUP HOLDINGS INC.
(Exact name of registrant as specified
in its charter)
| British Virgin Islands |
|
Not Applicable |
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification Number) |
c/o Creative Consultants (Hong Kong) Limited
Room 1502-3 15/F., Connaught Commercial Building,
185 Wanchai Road
Wanchai, Hong Kong
Tel: 010-65020507
(Address, including zip code, and
telephone number, including area code, of registrant’s principal executive offices)
2025 Share Incentive Plan
(Full title of the plan)
Cogency Global Inc.
122 East 42nd Street, 18th
Floor
New York, NY 10168
+1 800-221-0102
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934 (the “Exchange Act”).
| Large accelerated filer |
☐ |
Accelerated filer |
☐ |
| Non-accelerated filer |
☒ |
Smaller reporting company |
☒ |
| |
|
Emerging growth company |
☐ |
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”). ☐
Copies to:
|
Bo Zhu
Chief Executive Officer
Room 1502-3 15/F., Connaught Commercial
Building,
185 Wanchai Road
Wanchai, Hong Kong
+852-975-02047 |
Jasmine M. Li, Esq.
TsingLaw NY LLP
1934 W 9th St
Brooklyn, NY 11223
+929-748-8008 |
PART I
INFORMATION REQUIRED
IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual Information*
| * | The document(s) containing the information specified in this Part I will be sent or given to employees as specified by Rule 428(b)(1).
Such documents need not be filed with the Commission either as part of this registration statement or as prospectuses or prospectus supplements
pursuant to Rule 424. These documents and the documents incorporated by reference in the registration statement pursuant to Item 3 of
Part II of this Form, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. |
PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed
or to be filed (other than portions of these documents furnished or otherwise not deemed filed) by AGM Group Holdings Inc.(the “Registrant”)
with the Securities and Exchange Commission (the “Commission”) are incorporated by reference as of their respective dates
and deemed to be a part hereof:
| (a) | The Registrant’s annual report on Form 20-F for the fiscal year ended December 31, 2024 (File No.
001-38309) filed with the Commission on May 13, 2025; |
| (b) | All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act; and |
| (c) | The description of the Registrant’s ordinary shares in the Registrant’s registration statement
on Form 8-A (File No. 001-38309) filed with the Commission under Section 12(b) of the Exchange Act on November 29, 2017, including any
amendments or reports filed for the purpose of updating such description. |
All documents subsequently
filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this registration statement
and prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration
statement and to be part hereof from the date of filing of such documents. Any statement in a document incorporated or deemed to be incorporated
by reference in this registration statement will be deemed to be modified or superseded to the extent that a statement contained in this
registration statement or in any other later filed document that also is or is deemed to be incorporated by reference modifies or supersedes
such statement. Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to be a part of
this registration statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
British Virgin Islands law
does not limit the extent to which a company’s memorandum and articles of association may provide for the indemnification of officers
and directors, except to the extent any indemnification may be held by the British Virgin Islands courts to be contrary to public policy
(for example, a provision for indemnification against civil fraud or the consequences of committing a crime).
Our Second Amended and Restated
Memorandum and Articles of Association provide that the Company shall indemnify its directors against all expenses, including legal fees,
and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative
proceedings of any director who:
(1) is
or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative
or investigative, by reason of the fact that the person is or was a director of the Company; or
(2) is
or was, at the request of the Company, serving as a director of, or in any other capacity is or was acting for, another body corporate
or a partnership, joint venture, trust or other enterprise.
To be entitled to indemnification,
such person must have acted honestly and in good faith with a view to the best interests of the Company and, in the case of criminal proceedings,
such person had no reasonable cause to believe that their conduct was unlawful.
The decision of our board
of directors as to whether such a person acted honestly and in good faith with a view to the best interests of the Company and as to whether
the person had no reasonable to cause to believe that his or her conduct was unlawful is, in the absence of fraud, sufficient for the
purposes of the indemnification, unless a question of law is involved. The termination of any proceedings by any judgment, order, settlement,
conviction or the entry of a nolle prosequi does not, by itself, create a presumption that a director did not act honestly and in good
faith and with a view to our best interests or that the director had reasonable cause to believe that his or her conduct was unlawful.
Such limitation of liability does not affect the availability of equitable remedies such as injunctive relief or rescission. These provisions
will not limit the liability of directors under United States federal securities laws.
In addition, we have entered
into indemnification agreements with our prior directors and executive officers that provide such persons with additional indemnification
beyond that provided in our Second Amended and Restated Memorandum and Articles of Association.
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing
provisions, we have been informed that in the opinion of the Commission, such indemnification is against public policy as expressed in
the Securities Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
See the Index to Exhibits attached hereto.
Item 9. Undertakings
A. The undersigned Registrant
hereby undertakes:
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this
Registration Statement: |
| (a) | To include any prospectus required by Section 10(a)(3) of the Securities Act; |
| (b) | To reflect in the prospectus any facts or events arising after the effective date of this Registration
Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in this Registration Statement; and |
| (c) | To include any material information with respect to the plan of distribution not previously disclosed
in this Registration Statement or any material change to such information in this Registration Statement; |
provided, however, that paragraphs
(1)(a) and (1)(b) above do not apply if the information required to be included in a post- effective amendment by those paragraphs is
contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in this Registration Statement.
| (2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof. |
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering. |
B. The undersigned Registrant
hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s
annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant
to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the Commission, such indemnification
is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
EXHIBIT INDEX
|
Exhibit Number |
|
Description |
| 4.1* |
|
The Second Amended and Restated Memorandum and Articles of Association of the Registrant |
| 5.1* |
|
Opinion of Travers Thorp Alberga, regarding the validity of the ordinary shares being registered |
| 10.1 |
|
2025 Share Incentive Plan (incorporated herein by reference to Exhibit 99.1 to the Registrant’s current report on Form 6-K (File No. 001-38309) filed with the Commission on September 4, 2025) |
| 23.1* |
|
Consent of GGF CPA LTD |
| 23.2* |
|
Consent of KCCW Accountancy Corp. |
| 107* |
|
Filing Fee Table |
SIGNATURES
Pursuant to the requirements of the Securities Act
of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in Hong Kong, China, on September 4, 2025.
| |
|
AGM Group Holdings Inc. |
| |
|
|
| |
By: |
/s/ Bo Zhu |
| |
Name: |
Bo Zhu |
| |
Title: |
Chief Executive Officer, Director |
| Signature |
|
Capacity |
|
Date |
| |
|
|
|
|
| /s/ Bo Zhu |
|
Chief Executive Officer, Director |
|
September 4, 2025 |
| Bo Zhu |
|
|
|
|
| |
|
|
|
|
| /s/ Hailiang Jia |
|
Director |
|
September 4, 2025 |
| Hailiang Jia |
|
|
|
|
| |
|
|
|
|
| /s/ Jianping Niu |
|
Director |
|
September 4, 2025 |
| Jianping Niu |
|
|
|
|
| |
|
|
|
|
| /s/ Yang Cao |
|
Director |
|
September 4, 2025 |
| Yang Cao |
|
|
|
|
SIGNATURE OF AUTHORIZED
REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, as amended,
the undersigned, the duly authorized representative in the United States of AGM Group Holdings Inc. has signed this registration statement
or amendment thereto in New York, New York on September 4, 2025.
| |
Authorized U.S. Representative
Cogency Global Inc. |
| |
|
|
| |
By: |
/s/ Colleen A. De Vries |
| |
Name: |
Colleen A. De Vries |
| |
Title: |
Senior Vice-President |
