AGM Group corrects clerical error on Rui Zhang’s role

The reported 17,446,471-share position equals 81.48% of Class A shares, or 77.15% including Class B shares.

Rhea-AI Filing Summary

AGM Group Holdings Inc.’s Schedule 13D amendment identifies director Rui Zhang as beneficial owner of 17,446,471 Class A ordinary shares held by his wholly owned investment holding company, Vastway Technology Co., Ltd. The amount represents 81.48% of the 21,413,217 Class A shares issued and outstanding as of October 5, 2026; including 1,200,000 Class B shares issued and outstanding as of that date, the position represents 77.15% of total shares issued and outstanding.

The amendment says its purpose is solely to correct a clerical error concerning Rui Zhang’s role. It identifies him as a director of AGM Group Holdings and chief executive officer of Vastway. The two reporting persons disclose the same underlying shares.

Key Figures

Beneficially owned Class A ordinary shares: 17,446,471 shares Share of Class A shares: 81.48% Class A shares issued and outstanding: 21,413,217 shares +2 more

5 metrics

Beneficially owned Class A ordinary shares 17,446,471 shares Reported by Rui Zhang and Vastway; held by Vastway

Share of Class A shares 81.48% Based on Class A shares issued and outstanding

Class A shares issued and outstanding 21,413,217 shares As of October 5, 2026

Class B shares issued and outstanding 1,200,000 shares As of October 5, 2026

Share of total Class A and Class B shares 77.15% Based on both classes issued and outstanding

Key Terms

beneficially owned, Sole Voting Power, Sole Dispositive Power, issued and outstanding

4 terms

beneficially owned regulatory

"Aggregate amount beneficially owned by each reporting person"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Sole Voting Power regulatory

"Sole Voting Power 17,446,471.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

Sole Dispositive Power regulatory

"Sole Dispositive Power 17,446,471.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

issued and outstanding financial

"21,413,217 class A shares issued and outstanding"

Issued and outstanding refers to two related counts of a company's stock: "issued" is the total number of shares the company has created and ever sold, while "outstanding" is the number of those shares currently held by outside investors (issued shares minus any the company holds in its treasury). Investors use outstanding shares to calculate ownership percentages, voting power, earnings per share and market capitalization — think of issued shares as all slices baked and outstanding as the slices actually on the table for people to eat.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many AGMH shares do Rui Zhang and Vastway beneficially own?

Rui Zhang and Vastway Technology Co., Ltd. each report beneficial ownership of 17,446,471 Class A ordinary shares, held by Vastway, which is wholly owned by Zhang. The position represents 81.48% of Class A shares issued and outstanding as of October 5, 2026, or 77.15% including the outstanding Class B shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/08/2026 - 11:17 AM Accepted by SEC EDGAR 10/08/2026 - 11:17 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

AGM Group Holdings Inc.

(Name of Issuer)

Class A ordinary shares, par value $0.05 per share

(Title of Class of Securities)

G0132V121

(CUSIP Number)

Rui Zhang
c/o 4th Floor, Harbour Place, 103 South, Church Street, P.OBox10240, Grand Cayman
George Town, E9, KY1-1002
86 10 8899 6606

Vastway Technology Co., Ltd.
c/o 4th Floor, Harbour Place, 103 South, Church Street, P.OBox10240, Grand Cayman
George Town, E9, KY1-1002
86 10 8899 6606

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

10/05/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): G0132V121

1

Name of reporting person

Rui Zhang

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 17,446,471.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 17,446,471.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

17,446,471.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

81.48 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Represents 17,446,471 class A shares held by Vastway Technology Co., Ltd., an exempted company limited by shares under the laws of Cayman Islands wholly owned by Rui Zhang. (2) Calculated based on 21,413,217 class A shares issued and outstanding as of October 5, 2026 as provided by the Company in the Share Purchase Agreement (as defined below). If calculated based on 21,413,217 class A shares and 1,200,000 class B shares issued and outstanding as of October 5, 2026 as provided by the Company in the Share Purchase Agreement, such shares owned by the reporting person represents 77.15% of total shares issued and outstanding.

SCHEDULE 13D

CUSIP Number(s): G0132V121

1

Name of reporting person

Vastway Technology Co., Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 17,446,471.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 17,446,471.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

17,446,471.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

81.48 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

(1) Calculated based on 21,413,217 class A shares issued and outstanding as of October 5, 2026 as provided by the Company in the Share Purchase Agreement (as defined below). If calculated based on 21,413,217 class A shares and 1,200,000 class B shares issued and outstanding as of October 5, 2026 as provided by the Company in the Share Purchase Agreement, such shares owned by the reporting person represents 77.15% of total shares issued and outstanding.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A ordinary shares, par value $0.05 per share
(b)	Name of Issuer: AGM Group Holdings Inc.
(c)	Address of Issuer's Principal Executive Offices: Unit 2212, 22/F, CC Wu Building, 302-308 Hennessy Road, Wanchai, HONG KONG , 000000.
Item 1 Comment: This Amendment No. 1 to Schedule 13D (the "Amendment") amends and supplements the Schedule 13D ("Schedule 13D") filed on October 6, 2026 by Rui Zhang and Vastway Technology Co., Ltd., with respect to Class A ordinary shares, par value $0.05 per share of AGM Group Holdings Inc. (the "Company"). The purpose of this Amendment is solely to correct a clerical error in the Schedule 13D related to Rui Zhang's role in the Company. Except as amended hereby, the disclosure in the Schedule 13D remains in effect.
Item 2.	Identity and Background
(a)	Item 2(a) of this Schedule 13D is hereby amended and restated as follows: Rui Zhang and Vastway Technology Co., Ltd. are collectively referred to herein as "Reporting Persons," and each, a "Reporting Person." This Schedule 13D is being filed jointly by the Reporting Persons pursuant to Rule 13d-1(k) promulgated by the SEC under Section 13 of the Act. The Reporting Persons may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Act with respect to the transaction described in Item 4 of this Schedule 13D. Except as otherwise stated herein, each Reporting Person expressly disclaims beneficial ownership for all purposes of the class A shares held by each other Reporting Person. The agreement between the Reporting Persons relating to the joint filing is attached hereto as Exhibit A. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information concerning the other Reporting Person, except as otherwise provided in Rule 13d-1(k). Rui Zhang is a Director of the Company. Rui Zhang is a Chinese citizen. The principal business address of Rui Zhang is 4th Floor, Harbour Place, 103 South Church Street, P.O.Box10240, Grand Cayman, KY1-1002, GeorgeTown, Cayman Islands. Vastway Technology Co., Ltd. is principally an investment holding company, organized and existing under the laws of the Cayman Islands. Vastway Technology Co., Ltd. is wholly owned by Rui Zhang. The principal business address of Vastway Technology Co., Ltd. is 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands. The name, business address, present principal occupation or employment and citizenship of the director of Vastway Technology Co., Ltd. are set forth on Schedule A hereto and are incorporated herein by reference.
(b)	Item 2(b) of this Schedule 13D is hereby amended and restated as follows: This Schedule 13D is being filed jointly by the Reporting Persons pursuant to Rule 13d-1(k) promulgated by the SEC under Section 13 of the Act. The Reporting Persons may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Act with respect to the transaction described in Item 4 of this Schedule 13D. Except as otherwise stated herein, each Reporting Person expressly disclaims beneficial ownership for all purposes of the class A shares held by each other Reporting Person. The agreement between the Reporting Persons relating to the joint filing is attached hereto as Exhibit A. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information concerning the other Reporting Person, except as otherwise provided in Rule 13d-1(k). Rui Zhang is a Director of the Company. Rui Zhang is a Chinese citizen. The principal business address of Rui Zhang is 4th Floor, Harbour Place, 103 South Church Street, P.O.Box10240, Grand Cayman, KY1-1002, GeorgeTown, Cayman Islands. Vastway Technology Co., Ltd. is principally an investment holding company, organized and existing under the laws of the Cayman Islands. Vastway Technology Co., Ltd. is wholly owned by Rui Zhang. The principal business address of Vastway Technology Co., Ltd. is 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands. The name, business address, present principal occupation or employment and citizenship of the director of Vastway Technology Co., Ltd. are set forth on Schedule A hereto and are incorporated herein by reference.
(c)	Item 2(c) of this Schedule 13D is hereby amended and restated as follows: This Schedule 13D is being filed jointly by the Reporting Persons pursuant to Rule 13d-1(k) promulgated by the SEC under Section 13 of the Act. The Reporting Persons may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Act with respect to the transaction described in Item 4 of this Schedule 13D. Except as otherwise stated herein, each Reporting Person expressly disclaims beneficial ownership for all purposes of the class A shares held by each other Reporting Person. The agreement between the Reporting Persons relating to the joint filing is attached hereto as Exhibit A. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information concerning the other Reporting Person, except as otherwise provided in Rule 13d-1(k). Rui Zhang is a Director of the Company and Chief Executive Officer of Vastway Technology Co., Ltd. Rui Zhang is a Chinese citizen. The principal business address of Rui Zhang is 4th Floor, Harbour Place, 103 South Church Street, P.O.Box10240, Grand Cayman, KY1-1002, GeorgeTown, Cayman Islands. Vastway Technology Co., Ltd. is principally an investment holding company, organized and existing under the laws of the Cayman Islands. Vastway Technology Co., Ltd. is wholly owned by Rui Zhang. The principal business address of Vastway Technology Co., Ltd. is 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands. The name, business address, present principal occupation or employment and citizenship of the director of Vastway Technology Co., Ltd. are set forth on Schedule A hereto and are incorporated herein by reference.
(f)	Item 2(f) of this Schedule 13D is hereby amended and restated as follows: This Schedule 13D is being filed jointly by the Reporting Persons pursuant to Rule 13d-1(k) promulgated by the SEC under Section 13 of the Act. The Reporting Persons may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Act with respect to the transaction described in Item 4 of this Schedule 13D. Except as otherwise stated herein, each Reporting Person expressly disclaims beneficial ownership for all purposes of the class A shares held by each other Reporting Person. The agreement between the Reporting Persons relating to the joint filing is attached hereto as Exhibit A. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information concerning the other Reporting Person, except as otherwise provided in Rule 13d-1(k). Rui Zhang is a Director of the Company. Rui Zhang is a Chinese citizen. The principal business address of Rui Zhang is 4th Floor, Harbour Place, 103 South Church Street, P.O.Box10240, Grand Cayman, KY1-1002, GeorgeTown, Cayman Islands. Vastway Technology Co., Ltd. is principally an investment holding company, organized and existing under the laws of the Cayman Islands. Vastway Technology Co., Ltd. is wholly owned by Rui Zhang. The principal business address of Vastway Technology Co., Ltd. is 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands. The name, business address, present principal occupation or employment and citizenship of the director of Vastway Technology Co., Ltd. are set forth on Schedule A hereto and are incorporated herein by reference.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Rui Zhang

Signature:	/s/ Rui Zhang
Name/Title:	Rui Zhang
Date:	10/08/2026

Vastway Technology Co., Ltd.

Signature:	/s/ Rui Zhang
Name/Title:	Rui Zhang/Director
Date:	10/08/2026