IPO - AGM GROUP HOLDINGS, INC.

Form Type: 424B4

Filing Date: 2025-03-04

Corporate Action: Ipo

Type: New

Accession Number: 000121390025019795

Filing Summary: AGM Group Holdings Inc. is conducting an initial public offering (IPO) of up to 16,390,000 Class A ordinary shares, alongside warrants to purchase up to 65,559,999 Class A ordinary shares. The offering price is set at $0.33 per share and warrant, based on the last reported sale price of the Class A ordinary shares on Nasdaq on February 28, 2025. The company has a dual class structure with up to 400,000,000 authorized shares, including 200,000,000 Class A shares and 200,000,000 Class B shares. Class B shares carry five votes each, while Class A shares carry one vote each, totaling 24,254,842 Class A and 2,100,000 Class B shares currently outstanding. The warrants associated with this IPO are structured to include an initial exercise price, a potential reset mechanism and an alternative cashless exercise option but will not be tradable on Nasdaq, which raises liquidity concerns. The company maintains that there is no established public trading market for the warrants, limiting their liquidity. The offering is being conducted without a minimum offering amount requirement, posing a risk that insufficient funds might affect the company's operational capabilities. Investors should note that they are investing in a British Virgin Islands holding company with subsidiaries operating in China and other regions, not in a direct China-based operating company, which introduces unique risks associated with foreign investment and changing Chinese regulations. The prospectus emphasizes regulatory uncertainties that might affect future offerings and trading activities, especially under the new Overseas Listing Trial Measures effective from March 31, 2023. The offering also comes with significant risks pertaining to foreign ownership regulations and potential changes by Chinese authorities that could impact the company's operations and the value of its securities.

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Form Type: CORRESP

Filing Date: 2025-02-28

Corporate Action: Ipo

Type: New

Accession Number: 000121390025018398

Filing Summary: AGM Group Holdings, Inc. has submitted a request for acceleration of the effectiveness of their Registration Statement on Form F-1, with the goal of having it become effective on February 28, 2025, at 5:00 p.m. Eastern Time. This request, made in accordance with Rule 461 of the General Rules under the Securities Act of 1933, confirms the Company’s understanding of its responsibilities related to the proposed public offering of the securities mentioned in the Registration Statement.

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Form Type: F-1/A

Filing Date: 2025-02-21

Corporate Action: Ipo

Type: Update

Accession Number: 000121390025016081

Filing Summary: AGM Group Holdings Inc. is filing an amendment to its F-1 registration statement to offer up to 17,239,397 Class A Ordinary Shares and warrants for purchase of 68,957,591 Class A Ordinary Shares. The offering is on a best-efforts basis, with an assumed combined pricing of $0.8701 per share and warrant based on recent trading information. Each Class A Ordinary Share is bundled with a warrant priced at the offering and will include specific terms such as exercise price resets and anti-dilution measures. The company has a dual class structure of shares with different voting rights, including 200,000,000 Class A and Class B Ordinary Shares, with 24,254,842 and 2,100,000 shares currently issued respectively. As a British Virgin Islands-based holding company, AGM's operations are managed through subsidiaries in China and other locations, which exposes investors to specific regulatory risks, especially relating to foreign ownership laws in China. No approvals or permissions are currently required from Chinese authorities for foreign investments, but future changes in regulations may impact the company's ability to operate and offer securities. There are substantial risks tied to the Chinese regulatory environment, cybersecurity, and compliance requirements affecting market access, potentially impacting share values. AGM Holdings must file with the China Securities Regulatory Commission post-offering, adhering to the newly implemented Overseas Listing Trial Measures.

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Form Type: CORRESP

Filing Date: 2025-01-27

Corporate Action: Ipo

Type: New

Accession Number: 000121390025007121

Filing Summary: AGM Group Holdings, Inc. has submitted a request for acceleration of the effectiveness of its Registration Statement on Form F-1, amended under File No. 333-282420. The company is seeking that the Registration Statement become effective at 5:00 p.m. Eastern Time on January 29, 2025, or as soon thereafter as possible. This request confirms the company’s awareness of its responsibilities under the Securities Act concerning the proposed public offering of the securities mentioned in the Registration Statement.

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Form Type: F-1/A

Filing Date: 2025-01-24

Corporate Action: Ipo

Type: Update

Accession Number: 000121390025006605

Filing Summary: AGM Group Holdings, Inc. has filed an amendment to its Form F-1 registration statement for an IPO with the SEC. The company is looking to offer up to 10,344,827 Class A Ordinary Shares along with warrants for an assumed combined price of $1.45 per share and warrant. Each share will come with one warrant, allowing purchase of an additional Class A share at a set price. AGM Holdings emphasizes that there’s no minimum offering amount required, which poses risks regarding the total securities sold. The company is structured as a British Virgin Islands holding company with operations primarily in China, underlining significant risks related to regulatory changes and foreign investment laws. The company confirms that it's not currently required to obtain permission from PRC authorities for this offering, but potential future regulatory changes could hinder its operations. Furthermore, it addresses the uncertainty surrounding compliance with newly enacted Overseas Listing Trial Measures and the impact of increased scrutiny from Chinese regulators on foreign investments. The last reported sale price of their Class A shares prior to the filing was $1.45.

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