AGMH 6-K 2025 - Equibles

UNITED STATES

SECURITIES ANDEXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of October 2025

Commission File Number: 001-38309

AGMGROUP 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 ☐

Amendment of Memorandum and Articles of Association;Increase of Number of Authorized Shares

Effective as of October 2, 2025, AGM Group Holdings Inc. (the “Company”) amended its memorandum and articles of association (the “M&A”) to increase the number of authorized shares from 8,000,000 shares with a par value of US$0.05 each, comprising (i) 4,000,000 Class A ordinary shares, par value US$0.05 per share, and (ii) 4,000,000 Class B ordinary shares, par value US$0.05 per share, to 90,000,000 shares with a par value of US$0.05 each, comprising (i) 60,000,000 Class A ordinary shares, par value US$0.05 per share, and (ii) 30,000,000 Class B ordinary shares, par value US$0.05 per share. This amendment was approved by the board of directors on September 10, 2025 and went effective on October 2, 2025 upon the completion of the filing with the British Virgin Islands Registrar of Corporate Affairs in accordance with the BVI Business Companies Act, Revised Edition 2020, together with any other notices as required pursuant to the laws of the British Virgin Islands. This amendment was adopted to support the Company’s long-term growth and overall commercial objectives.

The M&A was amended by deleting Clause 7 in its entirety and replacing it with:

“The Company is authorized to issue a maximum of 90,000,000 shares with a par value of USD 0.05 each, comprising i) 60,000,000 shares of Class A Ordinary Shares, par value USD 0.05 per share and ii) 30,000,000 shares of Class B Ordinary Shares, par value USD 0.05 per share.”

The Company has also obtained approval from the British Virgin Islands Financial Services Commission to change its registered agent from Overseas Management Company Trust (B.V.I.) Ltd. to Aegis International Group Limited, effective as of September 24, 2025.

The descriptions of the foregoing amendment to the memorandum and articles of association are qualified in its entirety by reference to the written resolutions of the Board of the Company dated September 10, 2025, filed as Exhibit 3.1 to this Form 6-K.

Exhibit Index

Exhibit No.	Description
3.1	Written Resolutions of the Directors of the Company Passed on September 10, 2025

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: October 10, 2025	****
	AGM Group Holdings Inc.
	By:	/s/ Bo Zhu
	Name:	Bo Zhu
	Title:	Chief Executive Officer

Exhibit 3.1

AGM Group Holdings Inc.

(Incorporated in the British Virgin Islands)

(the “Company”)

WRITTEN RESOLUTIONS OF THE DIRECTORS OF THE COMPANY PASSED IN ACCORDANCE WITH THE CURRENTLY EFFECTIVE MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY(“CURRENT M&A”) ON 10 SEPTEMBER 2025

1.	DECLARATION OF DIRECTORS’ INTEREST

IT IS NOTED, that all the members of the board of directors (each a “Director” and together the “Directors”) have properly and duly disclosed all of their respective interests, if any, relating to the transactions and matters contemplated herein, which are required to be disclosed to the Company pursuant to the Current M&A and applicable laws.

2.	INCREASE<br> OF AUTHORIZED MAXIMUM NUMBER OF SHARES

ITIS NOTED, that the board of directors of the Company (the “Board”) has determined that it is necessary and desirable, and in the best interests of the Company, to increase the authorised maximum number of shares that the Company may issue:

FROM: 8,000,000 shares with a par value of USD 0.05 each, comprising i) 4,000,000 shares of Class A Ordinary Shares, par value USD 0.05 per share and ii) 4,000,000 shares of Class B Ordinary Shares, par value USD 0.05 per share,

TO: 90,000,000 shares with a par value of USD 0.05 each, comprising i) 60,000,000 shares of Class A Ordinary Shares, par value USD 0.05 per share and ii) 30,000,000 shares of Class B Ordinary Shares, par value USD 0.05 per share,

in order to support the Company’s long-term commercial benefit and overall commercial interests.

After consideration, the following resolutions be and are hereby adopted:

ITIS RESOLVED that the authorised maximum number of shares that the Company may issue be increased:

IT IS RESOLVED FURTHER that pursuant to Clause 15 of the Current M&A, the Current M&A be amended by deleting Clause 7 in its entirety and replacing it with:

IT IS RESOLVED FURTHER that the registered agent of the Company be and is hereby authorised and directed to file electronically via the VIRRGIN system:

(i)	a notice of the increase of the authorised maximum number<br>of shares from 8,000,000 shares with a par value of USD 0.05 each, comprising i) 4,000,000 shares of Class A Ordinary Shares, par value<br>USD 0.05 per share and ii) 4,000,000 shares of Class B Ordinary Shares, par value USD 0.05 per share, to 90,000,000 shares with a par<br>value of USD 0.05 each, comprising i) 60,000,000 shares of Class A Ordinary Shares, par value USD 0.05 per share and ii) 30,000,000 shares<br>of Class B Ordinary Shares, par value USD 0.05 per share; and
(ii)	a copy of a certified extract of these resolutions;
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(i)

a notice of the increase of the authorised maximum number<br>of shares from 8,000,000 shares with a par value of USD 0.05 each, comprising i) 4,000,000 shares of Class A Ordinary Shares, par value<br>USD 0.05 per share and ii) 4,000,000 shares of Class B Ordinary Shares, par value USD 0.05 per share, to 90,000,000 shares with a par<br>value of USD 0.05 each, comprising i) 60,000,000 shares of Class A Ordinary Shares, par value USD 0.05 per share and ii) 30,000,000 shares<br>of Class B Ordinary Shares, par value USD 0.05 per share; and

(ii)

a copy of a certified extract of these resolutions;

---

with the British Virgin Islands Registry of Corporate Affairs in accordance with the BVI Business Companies Act, Revised Edition 2020, together with any other notices as required pursuant to the laws of the British Virgin Islands; and

IT IS RESOLVED FURTHER that the registered agent of the Company and each Director be and are hereby authorised and directed severally to do all such other things as it or he/she may deem appropriate in connection with, or for the purposes of effecting, the amendments contemplated in these resolutions.

3.	GENERAL RESOLUTIONS

IT IS RESOLVED, that any specific resolutions that may be required to have been adopted by the Directors in order to carry out and perform the intent and purposes of the foregoing resolutions be, and the same are, hereby adopted, and the Directors be, and each of them, acting singly, is, hereby authorized, in the name and on behalf of the Company, to certify as to the adoption of any and all such resolutions;

IT IS RESOLVED FURTHER that any Director or officer of the Company is authorised to do (or cause to be done) for and on behalf of the Company all other acts and things which such Director or officer considers to be necessary, incidental, desirable or expedient in connection with the foregoing resolutions.

IT IS RESOLVED FURTHER that these written resolutions may be signed in any number of counterparts, all of which taken together constitute one and the same document.

(Signature page follows)

IN WITNESS WHEREOF, the undersigned directors have executed these written resolutions on the date first written above.

/s/ Bo ZHU
Bo ZHU
/s/ Jianping NIU
Jianping NIU
/s/ Hailiang JIA
Hailiang JIA
/s/ Yang Cao
Yang Cao