Report of Foreign Issuer (6-k)
January 03 2020 - 4:47PM
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 December 2019
Commission File Number: 001-38309
AGM
GROUP HOLDINGS, INC.
(Translation
of registrant’s name into English)
Room 1904, 19/F. Jubilee Centre
18 Fenwick Street
Wanchai, Hong Kong
(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): ☐
Termination
of a Material Definitive Agreement
As previously disclosed on a current report
on Form 6-K furnished to the SEC on May 30, 2018, AGM Technology Limited (“AGM Technology”), a subsidiary of AGM Group
Holdings Inc. incorporated under the laws of Hong Kong, entered into an Equity Acquisition Agreement dated May 24, 2018 (the “Equity
Acquisition Agreement”) with the shareholders of SIFT Capital Partners Limited (“SIFT Shareholders”), pursuant
to which AGM Technology agreed to pay the SIFT Shareholders a total of HK$6,000,000 (approximately US$771,208 based on exchange
rate of 7.78 as of the date of this report) (the “Purchase Price”) in exchange for 75% of the equity interest of SIFT
Capital Partners Limited. AGM Technology also agreed to pay 20% of the Purchase Price within five business days upon the signing
of the Equity Acquisition Agreement, 30% of the Purchase Price upon the completion of legal and financial due diligence, and the
remaining 50% upon Securities and Futures Commission of Hong Kong approved the transaction and the Amendment to the Articles of
Association of SIFT was recorded. Subsequent to signing the Equity Acquisition Agreement, AGM Technology has paid a total of HK$3,000,000
(approximately US$385,604) to SIFT Capital Partners Limited.
On December 30, 2019, AGM Technology and SIFT
Shareholders entered into a Termination Agreement (the “Termination Agreement”), pursuant to which the parties agreed
to terminate the Equity Acquisition Agreement based on failure to meet certain conditions in the Equity Acquisition Agreement.
On December 30, 2019, AGM Technology and SIFT
Shareholders entered into a Supplement Agreement for Termination Agreement (the “Supplement Agreement”), pursuant to
which SIFT Shareholders agreed to return HK$1,200,000 (approximately US$154,242) to AGM Technology, of which HK$1,000,000 shall
be returned by January 31, 2020 and the remaining HK$200,000 shall be returned by March 31, 2020.
The foregoing description of the Termination
Agreement and the Supplement Agreement does not purport to be complete and is qualified in its entirety by reference to the complete
text of the Termination Agreement and the Supplement Agreement, which are filed as Exhibit 10.1 and 10.2.
Exhibits.
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.
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AGM GROUP HOLDINGS, INC.
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Date: January 3, 2020
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By:
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/s/ Wenjie Tang
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Wenjie Tang
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Chief Executive Officer
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