Report of Foreign Issuer (6-k)
March 14 2019 - 7:02AM
Edgar (US Regulatory)
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 March, 2019
Commission
File Number: 001-38309
AGM
GROUP HOLDINGS INC.
(T
ranslation
of registrant’s name into English)
1
Jinghua South Road, Wangzuo Plaza East Tower
Room
2112
Beijing,
People’s Republic of China 100020
+86-010-65020507
– 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 ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Letter
of Intent of Equity Acquisition
On February 26, 2019,
Shenzhen AnGaoMeng Financial Technology Service Co., Ltd. (“AGM Shenzhen”) a PRC company and a wholly-owned subsidiary
of AGM Group Holdings Inc. (the “Company”), entered into a Letter of Intent of Equity Acquisition (the “Letter
of Intent”), with Yushu Kingo City Real Estate Development Co., Ltd. (“Yushu Kingo”), a PRC company. Pursuant
to the Letter of Intent, AGM Shenzhen intends to acquire 100% of Yushu Kingo’s equity in cash and stock. The acquisition
price will be subject to an audit report of a qualified auditing firm and further determined by AGM Shenzhen and Yushu Kingo upon
completion of due diligence by the Company and necessary regulatory approval. The proposed transaction is also subject to a definitive
share purchase agreement to be negotiated between the two parties, as well as other customary closing conditions. AGM Shenzhen
also agrees to make an advance payment to Yushu Kingo in cash upon execution of the Letter of Intent and completion of due
diligence.
About
Yushu Kingo City Real Estate Development Co., Ltd.
Yushu Kingo City
is a limited liability company established in PRC on December 18, 2013 with a registered capital of RMB30 million and is
engaged in real estate development and property management. Kingo City is currently developing a commercial complex located
at the intersection of Xinmin and Xiangyang Streets in Yushu City (the "Development Project"). Phase I of the
Development Project is expected to be completed in October 2019 with total construction area of 120,000 square meters
(approximately 1.29 million square feet).
Forward-Looking
Statements
This
Form 6-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended
(“Securities Act”), and Section 21E under the Securities Exchange Act of 1934, as amended (“Exchange Act”),
and that are subject to the safe harbor created by those sections. Statements that are not historical are forward-looking and
reflect expectations and assumptions. Forward-looking statements are based on our current expectations of future events, and often
can be identified in this report and elsewhere by using words such as “expect,” “strive,” “looking
ahead,” “outlook,” “guidance,” “forecast,” “goal,” “optimistic,”
“anticipate,” “continue,” “plan,” “estimate,” “project,” “believe,”
“should,” “could,” “will,” “would,” “possible,” “may,”
“likely,” “intend,” “can,” “seek,” “potential,” “pro forma,”
or the negative thereof and similar expressions or future dates. You should not rely upon forward-looking statements as predictions
of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although
we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance, or achievements. Except as required by applicable law, we undertake no duty to update any of
these forward-looking statements after the date of this prospectus or to conform these statements to actual results or revised
expectations.
EXHIBIT
INDEX
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: March 14, 2019
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AGM GROUP HOLDINGS INC.
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By:
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/s/
Wenjie Tang
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Name:
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Wenjie Tang
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Title:
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Chief Executive Officer and Director
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