6-K
Agm Group Holdings, Inc. (AGMH)
UNITED STATES
SECURITIES AND EXCHANGE 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 ☐
Information Contained in this Form 6-K Report
On July 30, 2025, the Hong Kong subsidiary of AGM Group Holdings Inc. (the “Company”), AGM Technology Limited (“AGM HK”), completed the previously announced sale of all shares of AGM Tianjin Construction Development Co., Ltd. (“AGM Tianjin”) and its subsidiary, Beijing AnGaoMeng Technology Service Co., Ltd. (“AGM Beijing”), to Huai’an Qiguangdian Network Technology Co., Ltd. (“HQ Network”), pursuant to the equity transfer agreement, dated July 28, 2025. Pursuant to the equity transfer agreement, HQ Network agreed to purchase AGM Tianjin and AGM Beijing for a consideration of US$5,000. Upon closing of the transaction, AGM HK will no longer have control over AGM Tianjin or AGM Beijing.
On September 9, 2025, the Company completed the previously announced sale of all shares of AGM HK, a wholly-owned subsidiary of the Company primarily sale of cryptocurrency mining machines and standardized computing equipment, to Mr. Peng Liu, pursuant to the equity transfer agreement dated September 5, 2025. Pursuant to the equity transfer agreement, Mr. Peng Liu agreed to purchase AGM HK for a consideration of US$6,850,000. Upon closing of the transaction, the Company will no longer have control over AGM HK.
The equity transfer agreements dated July 28, 2025 and September 5, 2025 are collectively referred to as the “Equity Transfer Agreements” and the foregoing transactions contemplated by the Equity Transfer Agreements are collectively referred to as the “Transactions”.
The unaudited pro forma financial information of the Company as of and for the six months ended June 30, 2025 and for the years ended December 31, 2024 and 2023 give effect to the Transactions as if they had occurred is filed as Exhibit 99.1 to this report.
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Exhibit Index
| Exhibit No. | Description |
|---|---|
| 99.1 | AGM Group Holdings Inc. Unaudited Pro Forma Condensed Consolidated Financial Statements. |
2
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 30, 2025 | AGM GROUP HOLDINGS INC. | |
|---|---|---|
| By: | /s/ Bo Zhu | |
| Name: | Bo Zhu | |
| Title: | Chief Executive Officer |
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Exhibit 99.1
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIALSTATEMENTS
On July 30, 2025, AGM Technology Limited (“AGM HK”) completed the previously announced sale of all shares of AGM Tianjin Construction Development Co., Ltd. (“AGM Tianjin”) and its subsidiary, Beijing AnGaoMeng Technology Service Co., Ltd. (“AGM Beijing”), to Huai’an Qiguangdian Network Technology Co., Ltd. (“HQ Network”), pursuant to the equity transfer agreement, dated July 28, 2025. Pursuant to the terms of the equity transfer agreement, HQ Network agreed to purchase AGM Tianjin and AGM Beijing for a consideration of US$5,000. Upon closing of the transaction, AGM HK will no longer have control over AGM Tianjin or AGM Beijing.
On September 9, 2025, AGM Group Holdings Inc. (the “Company” or “AGM Holdings”) completed the previously announced sale of all shares of AGM HK, a wholly-owned subsidiary of AGM Holdings primarily sale of cryptocurrency mining machines and standardized computing equipment, to Mr. Peng Liu, pursuant to the equity transfer agreement dated September 5, 2025. Pursuant to the terms of the equity transfer agreement, Mr. Peng Liu agreed to purchase AGM HK for a consideration of US$6,850,000. Upon closing of the transaction, the Company will no longer have control over AGM HK.
We refer to the equity transfer agreements dated July 28, 2025 and September 5, 2025 as the “Equity Transfer Agreements” and the foregoing transactions contemplated by the Equity Transfer Agreements collectively as the “Transactions”.
The unaudited pro forma condensed consolidated financial information and related notes have been derived from company historical consolidated financial statements, and were prepared based on the most reliable information available to management, along with their estimates, and in accordance with Article 11 of Regulation S-X. The unaudited pro forma consolidated financial information is for informational and illustrative purposes only and is not intended to be indicative of what actual results would have been had the Transaction occurred on the dates assumed, nor does such data purport to represent the consolidated financial results of the Company for future periods. The actual financial position and results of operations may differ significantly from the unaudited pro forma amounts reflected herein due to a variety of factors.
The unaudited pro forma consolidated financial information is based on historical financial statements of the Company as adjusted for the unaudited pro forma effects of the Transaction. The unaudited pro forma consolidated financial statements as of June 30, 2025 and for the six months ended June 30, 2025, the years ended December 31, 2024 and 2023 should be read in conjunction with:
| ● | the accompany notes to the unaudited proforma consolidated financial statements; and |
|---|---|
| ● | the historical unaudited condensed consolidated financial statements and accompanying notes of the Company included in its Form 6-K for the six months ended June 30, 2025 filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 10, 2025; and |
| --- | --- |
| ● | the historical audited consolidated financial statements and accompanying notes of the Company included in its Annual Report on Form 20-F for the year ended December 31, 2024 filed with the SEC on May 13, 2025. |
Pro forma accounting adjustments are prepared using the assumptions set forth in the notes to the pro forma financial information. The results set forth in the notes to the pro forma financial information reflect preliminary estimates of the Transaction accounting adjustments.
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The Company’s historical consolidated financial statements have been adjusted in accordance with Article 11 of Regulation S-X in the accompanying unaudited pro forma condensed consolidated financial statements and related notes to give effect to the following pro forma Transaction accounting adjustments further described in Note 2, Pro Forma Adjustments and Assumptions:
| ● | AGM Tianjin and AGM Beijing Adjustments and AGM HK Adjustments: |
|---|---|
| ² | The separation and transfer of the operations, assets, and liabilities included in the Company’s<br>historical financial results directly attributable to AGM Tianjin, AGM Beijing and AGM HK in accordance with the Accounting Standards<br>Codification (“ASC”) 205, Presentation of Financial Statements (“ASC 205”) to Purchase; and |
| --- | --- |
| ● | Transaction Accounting Adjustments |
| --- | --- |
| ² | Recovery of elimination of intercompany balances |
| --- | --- |
The unaudited pro forma condensed consolidated financial statements do not include autonomous entity adjustment or management adjustments to reflect any potential synergies or dis-synergies that may arise from or in connection with the Transaction.
The unaudited pro forma condensed consolidated balance sheets as of June 30, 2025 give effect to the Transaction as if it had occurred on June 30, 2025. The unaudited pro forma condensed consolidated statements of operations for the six months ended June 30, 2025 and for the years ended December 31, 2024 and 2023 give effect to the Transaction as if occurred on January 1, 2023, the beginning of the earliest period presented.
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AGM GROUP HOLDINGS, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCESHEET
AS OF JUNE 30, 2025
(Amounts in US$, except for number of shares)
| Pro Forma Adjustments <br><br>(Note 2(a)) | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| AGM Tianjin and AGM Beijing Adjustments | AGM<br> HK Adjustments | Transaction Accounting Adjustments | Note | Pro Forma | |||||||||
| ASSETS | |||||||||||||
| CURRENT ASSETS: | |||||||||||||
| Cash and cash equivalents | 532,848 | $ | (5,134 | ) | $ | (477 | ) | $ | - | $ | 527,237 | ||
| Restricted cash | 2 | - | (2 | ) | - | - | |||||||
| Accounts receivable, net | 31,426,844 | (237,477 | ) | (12,114,038 | ) | - | 19,075,329 | ||||||
| Inventories | 9,440,200 | - | - | - | 9,440,200 | ||||||||
| Advances to suppliers, net | 4,241,091 | (2,419 | ) | - | - | 4,238,672 | |||||||
| Prepayment and other current assets, net | 9,803,453 | (11,030 | ) | 6,444,006 | 7,187,264 | 2(b) | 23,423,693 | ||||||
| Due from Intercompany | - | (2,794 | ) | (35,889,064 | ) | 35,891,858 | 2(b) | - | |||||
| Total current assets | 55,444,438 | (258,854 | ) | (41,559,575 | ) | 43,079,122 | 56,705,131 | ||||||
| NON - CURRENT ASSETS: | |||||||||||||
| Property and equipment, net | 8,404 | (8,096 | ) | - | - | 308 | |||||||
| Intangible assets, net | 26,787 | - | - | - | 26,787 | ||||||||
| Deferred tax assets | 8,933,023 | - | (8,626,262 | ) | - | 306,761 | |||||||
| Total non - current assets | 8,968,214 | (8,096 | ) | (8,626,262 | ) | - | 333,856 | ||||||
| TOTAL ASSETS | 64,412,652 | $ | (266,950 | ) | (50,185,837 | ) | $ | 43,079,122 | $ | 57,038,987 | |||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||||||||
| CURRENT LIABILITIES: | |||||||||||||
| Accounts payable | 7,018,267 | $ | - | (7,018,267 | ) | $ | - | $ | - | ||||
| Accrued expenses and other payables | 3,438,703 | (1,128,408 | ) | (322,794 | ) | 15,135,074 | 2(b) | 17,122,575 | |||||
| Advances from customers | 539 | - | (539 | ) | - | - | |||||||
| Due to related parties | 2,173,365 | - | (1,993,346 | ) | - | 180,019 | |||||||
| Income tax payable | 16,025,604 | (2,391 | ) | (15,386,692 | ) | - | 636,521 | ||||||
| Due to Intercompany | - | (7,512,743 | ) | (20,431,305 | ) | 27,944,048 | 2(b) | - | |||||
| Total current liabilities | 28,656,478 | (8,643,542 | ) | (45,152,943 | ) | 43,079,122 | 17,939,115 | ||||||
| NON - CURRENT LIABILITIES: | |||||||||||||
| Total non - current liabilities | - | - | - | - | - | ||||||||
| TOTAL LIABILITIES | 28,656,478 | $ | (8,643,542 | ) | (45,152,943 | ) | $ | 43,079,122 | $ | 17,939,115 | |||
| SHAREHOLDERS’ EQUITY: | |||||||||||||
| Class A Ordinary Shares (4,000,000 shares authorized with par value of 0.05, 1,974,163 shares issued and outstanding as of June 30, 2025, respectively) | 98,708 | $ | - | $ | - | $ | - | $ | 98,708 | ||||
| Class B Ordinary Shares (4,000,000 shares authorized with par value of 0.05, 42,000 shares issued and outstanding as of June 30, 2025, respectively) | 2,100 | - | - | - | 2,100 | ||||||||
| Additional paid-in capital | 31,217,741 | - | - | - | 31,217,741 | ||||||||
| Retained earnings | 2,962,341 | 9,858,604 | (5,032,894 | ) | - | 7,788,051 | |||||||
| Accumulated other comprehensive loss | 1,475,284 | (1,482,012 | ) | - | - | (6,728 | ) | ||||||
| Total shareholders’ equity | 35,756,174 | 8,376,592 | (5,032,894 | ) | 39,099,872 | ||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 64,412,652 | $ | (266,950 | ) | (50,185,837 | ) | $ | 43,079,122 | $ | 57,038,987 |
All values are in US Dollars.
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AGM GROUP HOLDINGS, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTOF OPERATIONS
FOR THE SIX MOUTHS ENDED JUNE 30, 2025
(Amounts in US$, except for number of shares)
| Pro Forma Adjustments<br> (Note 2(a)) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| AGM GROUP<br> HOLDINGS,<br> INC. | AGM Tianjin <br> and AGM<br> Beijing <br> Adjustments | AGM<br> HK<br><br> Adjustments | Transaction<br> Accounting<br> Adjustments<br> (Note 2(b)) | Pro <br> Forma | |||||||||||
| Revenues | $ | 20,309,043 | $ | (229,748 | ) | $ | (27,392,200 | ) | $ | 27,392,200 | $ | 20,079,295 | |||
| Cost of revenues **** | (17,952,964 | ) | 221,482 | 27,392,200 | (27,392,718 | ) | (17,732,000 | ) | |||||||
| Gross profit | 2,356,079 | (8,266 | ) | - | (518 | ) | 2,347,295 | ||||||||
| Operating expenses | |||||||||||||||
| Selling, general & administrative expenses | (2,680,892 | ) | 3,557 | 658,168 | - | (2,019,167 | ) | ||||||||
| Total operating expenses | (2,680,892 | ) | 3,557 | 658,168 | - | (2,019,167 | ) | ||||||||
| (Loss)/income from operations | (324,813 | ) | (4,709 | ) | 658,168 | (518 | ) | 328,128 | |||||||
| Other income/(expenses) | |||||||||||||||
| Other income **** | 27,912 | (1,295 | ) | (2,151 | ) | 518 | 24,984 | ||||||||
| Other expenses | (260,191 | ) | 258,973 | 1,199 | - | (19 | ) | ||||||||
| Total other (expenses)/income | (232,279 | ) | 257,678 | (952 | ) | 518 | 24,965 | ||||||||
| (Loss)/income from continuing operation before provision of income taxes | (557,092 | ) | 252,969 | 657,216 | - | 353,093 | |||||||||
| Provision for income taxes benefit/(expenses) | 5,630,045 | 2,383 | (5,912,454 | ) | - | (280,026 | ) | ||||||||
| Net income from continuing operation | $ | 5,072,953 | $ | 255,352 | $ | (5,255,238 | ) | $ | - | $ | 73,067 | ||||
| Income earnings per common share | |||||||||||||||
| Continuing operations - Basic and Diluted | 3.70 | 0.05 | |||||||||||||
| Weighted average Class A ordinary shares outstanding,basic and diluted | 1,370,765 | 1,370,765 |
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AGM GROUP HOLDINGS, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTOF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2024
(Amounts in US$, except for number of shares)
| Pro Forma Adjustments <br> (Note 2(a)) | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| AGM GROUP<br> HOLDINGS,<br> INC. | AGM Tianjin <br> and AGM <br> Beijing <br> Adjustments | AGM<br> HK<br><br> Adjustments | Transaction<br> Accounting<br> Adjustments<br> (Note 2(b)) | Pro <br> Forma | ||||||||||
| Revenues | $ | 32,044,575 | $ | - | $ | (32,044,575 | ) | $ | - | $ | - | |||
| Cost of revenues **** | (25,188,174 | ) | - | 25,188,174 | - | - | ||||||||
| Gross profit | 6,856,401 | - | (6,856,401 | ) | - | - | ||||||||
| Operating expenses | ||||||||||||||
| Selling, general & administrative expenses | (909,042 | ) | 4,969 | (679,002 | ) | - | (1,583,075 | ) | ||||||
| Total operating expenses | (909,042 | ) | 4,969 | (679,002 | ) | - | (1,583,075 | ) | ||||||
| Income/(loss) from operations | 5,947,359 | 4,969 | (7,535,403 | ) | - | (1,583,075 | ) | |||||||
| Other income/(expenses) | ||||||||||||||
| Other income **** | 50,438 | (3,335 | ) | (4,026 | ) | - | 43,077 | |||||||
| Other expenses | (259,269 | ) | 127,344 | 82,256 | - | (49,669 | ) | |||||||
| Total other (expenses)/income | (208,831 | ) | 124,009 | 78,230 | - | (6,592 | ) | |||||||
| Income from continuing operation before provision of income taxes | 5,738,528 | 128,978 | (7,457,173 | ) | - | (1,589,667 | ) | |||||||
| Provision for income taxes expenses | (2,330,891 | ) | 102,651 | 1,864,293 | - | (363,947 | ) | |||||||
| Net income from continuing operation | $ | 3,407,637 | $ | 231,629 | $ | (5,592,880 | ) | $ | - | $ | (1,953,614 | ) | ||
| Income earnings per common share | ||||||||||||||
| Continuing operations - Basic and Diluted | 7.02 | (4.03 | ) | |||||||||||
| Weighted average Class A ordinary shares outstanding,basic and diluted | 485,098 | 485,098 |
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AGM GROUP HOLDINGS, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTOF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2023
(Amounts in US$, except for number of shares)
| Pro Forma Adjustments <br><br>(Note 2(a)) | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| AGM GROUP<br> HOLDINGS,<br> INC. | AGM Tianjin <br><br>and AGM <br><br>Beijing <br><br>Adjustments | AGM<br> HK Adjustments | Transaction<br> Accounting<br> Adjustments<br> (Note 2(b)) | Pro <br> Forma | ||||||||||
| Revenues | $ | 68,758,258 | $ | - | $ | (68,758,258 | ) | $ | - | $ | - | |||
| Cost of revenues **** | (65,605,382 | ) | - | 65,605,382 | - | - | ||||||||
| Gross profit | 3,152,876 | - | (3,152,876 | ) | - | - | ||||||||
| Operating expenses | ||||||||||||||
| Selling, general & administrative expenses | 12,667,684 | 11,847 | (14,095,934 | ) | - | (1,416,403 | ) | |||||||
| Total operating expenses | 12,667,684 | 11,847 | (14,095,934 | ) | - | (1,416,403 | ) | |||||||
| Income/(loss) from operations | 15,820,560 | 11,847 | (17,248,810 | ) | - | (1,416,403 | ) | |||||||
| Other income/(expenses) | ||||||||||||||
| Other income **** | 37,071 | (9 | ) | (9,418 | ) | - | 27,644 | |||||||
| Other expenses | (348,569 | ) | - | 291,645 | - | (56,924 | ) | |||||||
| Gain on disposal of subsidiaries | - | - | 6,850,000 | - | 6,850,000 | |||||||||
| Total other (expenses)/income | (311,498 | ) | (9 | ) | 7,132,227 | - | 6,820,720 | |||||||
| Income from continuing operation before provision of income taxes | 15,509,062 | 11,838 | (10,116,583 | ) | - | 5,404,317 | ||||||||
| Provision for income taxes (expenses) /benefit | (4,093,157 | ) | (424 | ) | 4,241,645 | - | 148,064 | |||||||
| Net income from continuing operation | $ | 11,415,905 | $ | 11,414 | $ | (5,874,938 | ) | $ | - | $ | 5,552,381 | |||
| Income earnings per common share | ||||||||||||||
| Continuing operations - Basic and Diluted | 23.53 | 11.45 | ||||||||||||
| Weighted average Class A ordinary shares outstanding,basic and diluted | 485,098 | 485,098 |
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NOTES TO UNAUDITED AND UNREVIEWED PRO FORMACONSOLIDATED FINANCIAL STATEMENTS
| 1. | Basis of Presentation |
|---|
The unaudited pro forma condensed consolidated financial statements and related notes are prepared in accordance with Article 11 of Regulation S-X. While the historical consolidated financial statements reflect the Company’s past financial results, the pro forma condensed consolidated are included solely for information purposes and are intended to illustrate how the Transaction might have affected the historical consolidated financial statements had it been completed earlier, as indicated herein:
| ● | The Unaudited Pro Forma Condensed Consolidated Balance Sheets as of June 30, 2025, as adjusted, gives<br>effect to the Disposition Adjustments and Transaction Accounting Adjustments as if they had occurred or become effective on June 30, 2025. |
|---|---|
| ● | The Unaudited Pro Forma Condensed Consolidated Statements of Operations for the six months ended June<br>30, 2025 and for the years ended December 31, 2024 and 2023, as adjusted, to give effect to the Disposition Adjustments and Transaction<br>Accounting Adjustments as if they had occurred or become effective on 1 January, 2023. |
| --- | --- |
For purposes of the Unaudited Pro Forma Condensed Balance Sheets, the estimated pro forma loss on disposal is recognized in Shareholder’s Equity based on the historical net carrying value as of June 30, 2025 rather than as of the closing dates of the Transactions. The final loss on disposition will be calculated based on the final amount of consideration received, carrying value of AGM Tianjin and AGM HK at the closing date, and the finalization of the Company’s current fiscal year tax provision. As a result, the pro forma loss reflected herein may differ from the actual loss on the Transactions recorded as of the closing dates.
The unaudited pro forma condensed consolidated financial statements do not project the Company’s future consolidated financial statements, nor are they intended to represent or indicate the actual consolidated financial statements that the Company would have had if the Transaction had occurred on the indicated dates. Furthermore, the unaudited pro forma condensed consolidated financial statements do not reflect the realization of any expected cost savings, synergies, or dis-synergies resulting from the Transactions, and they do not encompass all actions that the Company undertake subsequent to the closing of the Transactions.
| 2. | Pro Forma Adjustments |
|---|
Adjustments included in the Pro Forma Adjustments column in the accompanying unaudited pro forma condensed consolidated financial statements are as follows:
(a) AGM Tianjin and AGM Beijing Adjustments and AGM HK Adjustments: The AGM Tianjin and AGM Beijing Adjustments and AGM HK Adjustments columns of the Unaudited Pro Forma Condensed Consolidated Balance Sheet and Unaudited Pro Forma Condensed Consolidated Statements of Operations represent the Pro Forma Adjustments to historical financial results directly attributable to the Transactions in accordance with ASC 205. This reflects the separation of these companies, including the elimination of associated assets, liabilities, equity, and income (loss) attributable to the Transactions, that were included in the Company’s historical financial statements.
(b) Represents the recovery of elimination between the Company and AGM Tianjin as well as AGM HK.
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