Report of Foreign Issuer (6-k)
May 30 2018 - 03:25PM
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 May, 2018.
Commission
File Number: 001-38146
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): ☐
Entry
into a Material Definitive Agreement
Acquisition
of SIFT Capital Partners Limited
On May 24, 2018 AGM Technology Limited (“AGM
Technology”), a wholly owned subsidiary of AGM Group Holdings Inc. (the “Company”), entered into an equity acquisition
agreement with SIFT Capital Partners Limited (“SIFT”) and its shareholders to acquire 75% of SIFT’s equity.
In exchange, AGM Technology agreed to pay the shareholders of SIFT a total of HK$6,000,000 (approximately US$764,759 based on
exchange rate of 7.8456 on May 24, 2018) (the “Purchase Price”). AGM Technology also agreed that an initial payment
of twenty percent (20%) of the Purchase Price (the “SIFT Deposit”) was expected to be paid to SIFT within five business
days upon the signing of this agreement, a thirty percent (30%) of the Purchase Price would be paid after the completion of legal
and financial due diligence, and the remaining fifty percent (50%) would be paid after Securities and Futures Commission of Hong
Kong (“SFC”) approved the transaction and the Amendment to the Articles of Association of SIFT was recorded. As of
the date of this report, the SIFT Deposit in the amount of HK$1,200,000 (approximately US$152,952) has been paid to SIFT. If the
SFC approval is not granted, the agreement would be deemed canceled and payments made would be returned to AGM Technology.
About
SIFT Capital Partners Limited
SIFT
is an asset manager established under the laws of Hong Kong and has been licensed under the Securities and Futures Commission
(“SFC”) of Hong Kong since October 2013. SIFT is authorized by the SFC to manage a portfolio of securities or
futures contracts for clients and to manage funds on a discretionary basis. Since its establishment, SIFT has been committed to
practicing under the Hong Kong financial regulatory authority and helping its Chinese clients achieve their goals in terms
of outbound investments in the fields of securities, fixed income and private equity. Benefiting from the Shanghai-Hong
Kong Stock Connect and Shenzhen-Hong Kong Stock Connect respectively in 2014 and in 2016, SIFT broadened its investment scope
and research to cover listed companies in both Shanghai and Shenzhen Stock Exchanges.
Acquisition
of AGM Global Asset Management Ltd.
On
May 25, 2018, the Company entered into an equity acquisition agreement with Alpha Growth Management Co., Ltd. (“Alpha Growth”),
the sole shareholder of AGM Global Asset Management Ltd. (“AGM Global”), to acquire 100% of AGM Global’s equity.
In exchange, the Company agreed to pay to Alpha Growth a total of US$22,635, fifty percent (50%) of the which (the “AGM
Global Deposit”) to be paid by the Company within five business days upon the signing of this agreement, and the remaining
fifty percent (50%) to be paid after the completion of member change with the Cayman Islands Registration Office and completion
of the transfer procedure. As of the date of this report, AGM Global Deposit in the amount of US$11,317.5 has been paid to Alpha
Growth. Prior to the transaction, 75% of the issued and outstanding shares of Alpha Growth was owned by Wenjie Tang, our Chief
Executive Officer and director, and 25% by Yufeng Mi, our Chief Technology Officer. As a result, the transaction is deemed a related
party transaction.
About
AGM Global Asset Management Ltd.
AGM
Global was incorporated under the laws of Cayman Islands by Wenjie Tang, our Chief Executive Officer and director, and Yufeng
Mi, our Chief Technology Officer. AGM Global is not conducting any business currently, we plan to engage in investment fund business
through AGM Global in the future.
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:
May 30, 2018
|
AGM
GROUP HOLDINGS INC.
|
|
|
|
|
By:
|
/s/
Wenjie Tang
|
|
Name:
Title:
|
Wenjie
Tang
Chief
Executive Officer and Director
|
2
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