Agm Group Holdings, Inc 6-K, filed May 29, 2025
Agm Group Holdings, Inc. (AGMH)
About this 6-K
Agm Group Holdings, Inc filed this 6-K on May 29, 2025.
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 May 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 ☐
Exhibit Index
| Exhibit No. | Description | |
| 99.1 | Press Release - AGM Group Holdings Inc. Announces Effective Date of 50 for 1 Share Consolidation |
1
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: May 29, 2025 | AGM GROUP HOLDINGS INC. | |
| By: | /s/ Bo Zhu | |
| Name: | Bo Zhu | |
| Title: | Chief Executive Officer | |
2
Exhibit 99.1
AGM Group Holdings Inc. Announces Effective Date of 50 for 1 Share Consolidation
Beijing, May 29, 2025 (GLOBE NEWSWIRE) -- AGM Group Holdings Inc. (“AGM Holdings” or the “Company”) (NASDAQ: AGMH), an integrated technology company specializing in the assembling and sales of high-performance hardware and computing equipment, today announced that it will implement the consolidation (the “Consolidation”) of the ordinary shares of the Company (the “Shares”) on the basis of 50 pre-Consolidation Shares for every one (1) post-Consolidation Share. The Company’s ordinary shares will begin trading on a post-Consolidation basis at market open on June 3, 2025.
The Consolidation reduces the number of the Company’s total issued and outstanding Class A ordinary shares from 98,713,955 Class A ordinary shares with a par value of US$0.001 each to approximately 1,974,279 Class A ordinary shares with a par value of US$0.05 each. The Company’s total issued and outstanding Class B ordinary shares will be reduced from 2,100,000 Class B ordinary shares with a par value of US$0.001 each to approximately 42,000 Class B ordinary shares with a par value of US$0.05 each.
No fractional shares will be issued to any shareholders in connection with the Consolidation, and any fractional shares which would have resulted from the Consolidation will be rounded down to the next whole number and the Company will make a cash payment (without interest) to all the holders of Class A Ordinary Shares and Class B Ordinary Shares equal to such fraction multiplied by the average of the closing sales prices of the ordinary shares on Nasdaq during regular trading hours for the five consecutive trading days immediately preceding the expected first trading day of the Consolidation (with such average closing sales prices being adjusted to give effect to the Consolidation) subject to a de minimums. The Consolidation affects all shareholders uniformly and will not alter any shareholder’s percentage interest in the Company’s ordinary shares, except for adjustments that may result from the treatment of fractional shares.
Trading in the Class A ordinary shares will continue on the Nasdaq Capital Market, under the same symbol “AGMH” but under a new CUSIP Number, G0132V121.
Registered shareholders who hold physical Share certificates will receive a letter of transmittal requesting that they forward pre-Consolidation Share certificates to the Company’s transfer agent, VStock Transfer, LLC in exchange for new Share certificates representing Shares on a post-Consolidation basis. Shareholders who hold their Shares through a broker or other intermediary and do not have Shares registered in their own name will not be required to complete a letter of transmittal.
About AGM Group Holdings Inc.
AGM Group Holdings Inc. (NASDAQ: AGMH) is an integrated technology company specializing in the assembling and sales of high-performance hardware and computing equipment. With a mission to become a key participant and contributor in the global blockchain ecosystem, AGMH focuses on the research and development of blockchain-oriented Application-Specific Integrated Circuit (ASIC) chips, the assembling and sales of high-end crypto miners for Bitcoin and other cryptocurrencies. For more information, please visit www.agmprime.com.
Forward-Looking Statements
Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “approximates,” “assesses,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the U.S. Securities and Exchange Commission.
For more information, please contact:
AGM Group Holdings Inc.
Email: ir@agmprime.com
Website: http://www.agmprime.com
Ascent Investor Relations LLC
Tina Xiao
President
Phone: +1-646-932-7242
Email: investors@ascent-ir.com