F-3 1 agmhf3010826.htm FORM F-3

As filed with the U.S. Securities and Exchange Commission on January 14, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM F-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

AGM Group Holdings Inc.

(Exact name of registrant as specified in its charter)

N/A

(Translation of Registrant’s Name into English)

British Virgin Islands		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Unit 2212, 22/F, CC Wu Building

302-308 Hennessy Road

Wanchai, Hong Kong

+852-975-02047
(Address and telephone number of Registrant’s principal executive offices)

Cogency Global Inc.
122 East 42^nd Street, 18^th Floor
New York, NY 10168

Tel: (212) 947-7200
(Name, address, and telephone number of agent for service)

Copies to:

Jasmine M. Li, Esq.

TsingLaw NY LLP
1934 W 9th St

Brooklyn, NY 11223

+1-929-748-8008

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until this registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

	Page
ABOUT THIS PROSPECTUS	ii
COMMONLY USED DEFINED TERMS	iii
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	iv
PROSPECTUS SUMMARY	1
RISK FACTORS	13
OFFER STATISTICS AND EXPECTED TIMETABLE	13
CAPITALIZATION AND INDEBTEDNESS	14
DILUTION	14
USE OF PROCEEDS	14
DESCRIPTION OF SHARES	14
DESCRIPTION OF DEBT SECURITIES	16
DESCRIPTION OF RIGHTS	18
DESCRIPTION OF UNITS	19
PLAN OF DISTRIBUTION	20
TAXATION	22
EXPENSES	22
MATERIAL CONTRACTS	22
MATERIAL CHANGES	22
LEGAL MATTERS	22
EXPERTS	22
ENFORCEABILITY OF CIVIL LIABILITIES	23
INCORPORATION BY REFERENCE	24
WHERE YOU CAN FIND MORE INFORMATION	25

	●	Some provisions of the Second Amended and Restated Articles may discourage, delay or prevent a change in control of our Company or management that shareholders may consider favorable, including provisions that authorize our board of directors to issue shares at such times and on such terms and conditions as the board of directors may decide without any further vote or action by our shareholders. Under BVI law, our directors may only exercise the rights and powers granted to them under our memorandum and articles of association, as amended and restated from time to time, for what they believe in good faith to be in the best interests of our Company and for a proper purpose.

	●	The dual-class structure of our ordinary shares has the effect of concentrating voting control with certain shareholders, including our executive officers, employees and directors and their affiliates, which will limit your ability to influence the outcome of important transactions, including a change in control (see “Risk Factors — Risks Related to Our Share Structure and Class A Ordinary Shares — The dual-class structure of our ordinary shares has the effect of concentrating voting control with certain shareholders, including our executive officers, employees and directors and their affiliates, which will limit your ability to influence the outcome of important transactions, including a change in control” on page 41 of the 2024 Annual Report);

	●	receive the right to any dividend paid by the Company;

	●	receive the right to any distribution of the surplus assets of the Company on its liquidation.

	●	the title of the debt securities;

	●	the total amount of the debt securities;

	●	the amount or amounts of the debt securities will be issued and interest rate;

	●	the conversion price at which the debt securities may be converted;

	●	the date on which the right to convert the debt securities will commence and the date on which the right will expire;

	●	if applicable, the minimum or maximum amount of debt securities that may be converted at any one time;

	●	if applicable, a discussion of material federal income tax consideration;

	●	if applicable, the terms of the payoff of the debt securities;

	●	the identity of the indenture agent, if any;

	●	the procedures and conditions relating to the conversion of the debt securities; and

	●	any other terms of the debt securities, including terms, procedure and limitation relating to the exchange or conversion of the debt securities.

	●	the date of determining the security holders entitled to the rights distribution;

	●	the aggregate number of rights issued and the aggregate amount of securities purchasable upon exercise of the rights;

	●	the exercise price;

	●	the conditions to completion of the rights offering;

	●	the date on which the right to exercise the rights will commence and the date on which the rights will expire; and

	●	any applicable federal income tax considerations.

	●	The designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately;

	●	Any provisions for the issuance, payment, settlement, transfer, or exchange of the units or of the securities composing the units;

	●	Whether the units will be issued in fully registered or global form; and

	●	Any other terms of the units.

	●	Our Annual Report on Form 20-F for the fiscal year ended December 31, 2024, filed with the SEC on May 13, 2025, as amended by the amendment No. 1 to the Annual Report on Form 20-F filed with the SEC on August 22, 2025 (the “2024 Annual Report”);

	●	Our current reports on Form 6-K, furnished to the SEC on June 3, 2025, June 23, 2025, June 27, 2025, July 1, 2025, July 15, 2025, July 24, 2025, July 31, 2025, September 4, 2025, September 11, 2025, September 18, 2025, September 23, 2025, October 1, 2025, October 10, 2025, October 30, 2025 and December 19, 2025;

	●	The description of our Class A Ordinary Shares contained in our registration statement on Form 8-A, filed with the SEC on November 29, 2017, and any amendment or report filed for the purpose of updating such description;

	●	Any future annual reports on Form 20-F filed with the SEC after the date of this prospectus and prior to the termination of the offering of the securities offered by this prospectus; and

	●	Any future reports of foreign private issuer on Form 6-K that we furnish to the SEC after the date of this prospectus that are identified in such reports as being incorporated by reference into the registration statement of which this prospectus forms a part.

Exhibit Number		Description of Document
1.1*		Form of Underwriting Agreement
3.1		Second Amended and Restated Memorandum and Articles of Association of AGM Group Holdings Inc., amended and restated on June 2, 2025, filed as Exhibit 4.1 to our Form S-8 filed with the SEC on September 4, 2025 and incorporated by reference herein.
4.1*		Form of Debt Security
4.2*		Form of Right Agreement and Right Certificate
4.3*		Form of Unit Agreement and Unit Certificate
5.1**		Opinion of Harney Westwood & Riegels regarding the validity of the Class A Ordinary Shares being registered.
21.1**		List of Subsidiaries.
23.1**		Consent of GGF CPA LTD.
23.2**		Consent of KCCW Accountancy Corp.
23.3**		Consent of Harney Westwood & Riegels (included in Exhibit 5.1).
24.1**		Power of Attorney (included on signature page).
107**		Filing Fee Table

*	To be filed as an exhibit to a post-effective amendment to this registration statement or as an exhibit to a report filed under the Exchange Act and incorporated herein by reference.
**	Filed herewith

	AGM Group Holdings Inc.

	By:	/s/ Bo Zhu
		Bo Zhu
		Chief Executive Officer and Director

Signature	Title	Date

/s/ Bo Zhu	Chief Executive Officer and Director	January 14, 2026
Bo Zhu

/s/ Hailiang Jia	Independent Director	January 14, 2026
Hailiang Jia

/s/ Jianping Niu	Independent Director	January 14, 2026
Jianping Niu

/s/ Yang Cao	Independent Director	January 14, 2026
Yang Cao

	AUTHORIZED U.S. REPRESENTATIVE COGENCY GLOBAL INC.

	By:	/s/ Colleen A. De Vries
	Name:	Colleen A. De Vries
	Title:	Sr. Vice President on behalf of Cogency Global Inc.

SEC Form F-3 filed by AGM Group Holdings Inc.