Statement of Ownership (sc 13g)
May 07 2018 - 11:47AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
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AGM Group Holdings Inc.
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(Name of Issuer)
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Class A Ordinary Shares
Class B Ordinary Shares
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(Title of Class of Securities)
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Class A Ordinary Shares: G0132V105
Class B Ordinary Shares: N/A
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(CUSIP Number)
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December 31, 2017
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(Date of Event which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
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☐
Rule 13d-1(b)
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☐
Rule 13d-1(c)
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☒
Rule 13d-1(d)
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* The remainder of this cover page
shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior
cover page.
The information required in the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the
Notes
).
SCHEDULE 13G
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CUSIP No.
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Class A: G0132V105; Class B: N/A
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1
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Names of Reporting Persons
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Wenjie Tang
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2
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Check the appropriate box if a member of a Group (see instructions)
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(a) ☐
(b)
☒
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3
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Sec Use Only
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4
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Citizenship or Place of Organization
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Chinese
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Number of
Shares
Beneficially
Owned by Each
Reporting Person
With:
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5
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Sole Voting Power
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1,500,000 shares of Class A Ordinary Shares (1)(2)
1,500,000 shares of Class B Ordinary Shares (1)(2)
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6
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Shared Voting Power
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5,000,000 shares of Class A Ordinary Shares (3)
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7
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Sole Dispositive Power
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1,500,000 shares of Class A Ordinary Shares (2)
1,500,000 shares of Class B Ordinary Shares (2)
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8
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Shared Dispositive Power
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5,000,000 shares of Class A Ordinary Shares (3)
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
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6,500,000 shares of Class A Ordinary Shares
1,500,000 shares of Class B Ordinary Shares
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10
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Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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☐
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11
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Percent of class represented by amount in row (9)
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30.49% of Class A Ordinary Shares
12.61% of Class B Ordinary Shares
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12
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Type of Reporting Person (See Instructions)
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IN
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(1)
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Each share of Class A Ordinary Shares is entitled to one vote per share, whereas each share of
Class B Ordinary Share is entitled to five votes per share.
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(2)
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Wenjie Tang individually holds 1,500,000 shares of Class A Ordinary Shares and 1,500,000 shares
of Class B Ordinary Shares, representing 7.04% and 12.61% of the total outstanding Class A Ordinary Shares and Class B Ordinary
Shares, respectively.
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(3)
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Wenjie Tang has the voting and dispositive power of the 5,000,000 shares of Class A Ordinary Shares beneficially
owned by Firebull Holdings Limited, a company formed under the laws of Hong Kong SAR.
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SCHEDULE 13G
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CUSIP No.
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Class A: G0132V105; Class B: N/A
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1
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Names of Reporting Persons
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Firebull Holdings Limited
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2
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Check the appropriate box if a member of a Group (see instructions)
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(a)
☐
(b)
☒
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3
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Sec Use Only
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4
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Citizenship or Place of Organization
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Hong Kong
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Number of
Shares
Beneficially
Owned by Each
Reporting Person
With:
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5
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Sole Voting Power
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0 shares
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6
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Shared Voting Power
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5,000,000 shares of Class A Ordinary Shares (1)
5,000,000 shares of Class B Ordinary Shares (1)
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7
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Sole Dispositive Power
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0 shares
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8
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Shared Dispositive Power
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5,000,000 shares of Class A Ordinary Shares (1)
5,000,000 shares of Class B Ordinary Shares (1)
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
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5,000,000 shares of Class A Ordinary Shares
5,000,000 shares of Class B Ordinary Shares
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10
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Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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☐
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11
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Percent of class represented by amount in row (9)
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23.46% of Class A Ordinary Shares
42.02% of Class B Ordinary Shares
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12
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Type of Reporting Person (See Instructions)
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CO
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(1)
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Wenjie Tang indirectly holds the 5,000,000 shares of Class A Ordinary Shares and the 5,000,000 shares of Class B Ordinary Shares
beneficially owned by Firebull Holdings Limited, a company formed under the laws of Hong Kong SAR. Wenjie Tang has the voting and
dispositive power of the 5,000,000 shares of Class A Ordinary Shares beneficially owned by Firebull Holdings Limited. Zhentao Jiang
has the voting and dispositive power of the 5,000,000 shares of Class B Ordinary Shares beneficially owned by Firebull Holdings
Limited.
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(a)
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Name of Issuer:
AGM Group Holdings Inc.
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(b)
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Address of Issuer’s Principal Executive Offices:
Jinghua South Road, Wangzuo Plaza East Tower, Room 2112, Beijing, People’s Republic of China 100020
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(a)
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Name of Person Filing:
Wenjie Tang
Firebull Holdings Limited
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(b)
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Address of Principal Business Office or, if None, Residence:
c/o
AGM
Group Holdings Inc.,
Jinghua South Road, Wangzuo Plaza East Tower, Room 2112, Beijing, People’s Republic of
China 100020
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(c)
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Citizenship:
Wenjie Tang: Chinese
Firebull Holdings Limited: Hong Kong
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(d)
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Title and Class of Securities:
Class A Ordinary Shares, par value $0.001
per share
Class B Ordinary Shares, par value $0.001
per share
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(e)
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CUSIP No.:
Class A Ordinary Shares: G0132V105
Class B Ordinary Shares: N/A
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Item 3.
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If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing
is a:
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(a)
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☐
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Broker or dealer registered under Section 15 of the Act;
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(b)
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☐
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Bank as defined in Section 3(a)(6) of the Act;
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(c)
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Insurance company as defined in Section 3(a)(19) of the Act;
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(d)
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Investment company registered under Section 8 of the Investment Company Act of 1940;
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(e)
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
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(j)
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A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
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(k)
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Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____________
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The percentages of ownership set forth below are based on 21,316,055 shares of Class A
Ordinary Shares and 11,900,000 shares of Class B Ordinary Shares of AGM Group Holdings Inc.
outstanding
at May 7, 2018.
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Name
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Class A (1)
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Class B (1)
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(a) Amount Beneficially Owned
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Wenije Tang (2)
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6,500,000
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1,500,000
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Firebull Holdings Limited (3)
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5,000,000
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5,000,000
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(b) Percentage of class
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Wenije Tang
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30.49
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%
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12.61
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%
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Firebull Holdings Limited
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23.46
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%
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42.02
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%
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(c) Number of shares as to which the person has:
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(i) Sole power to vote or to direct the vote:
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Wenjie Tang
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1,500,000
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1,500,000
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Firebull Holdings Limited
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0
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0
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(ii) Shared power to vote or to direct the vote:
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Wenjie Tang
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5,000,000
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0
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Firebull Holdings Limited
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5,000,000
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5,000,000
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(iii) Sole power to dispose or to direct the disposition of:
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Wenjie Tang
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1,500,000
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1,500,000
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Firebull Holdings Limited
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0
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0
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(iv) Shared power to dispose or to direct the disposition of:
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Wenjie Tang
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5,000,000
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0
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Firebull Holdings Limited
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5,000,000
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5,000,000
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(1)
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Each share of Class A Ordinary Shares is entitled to one vote per share, whereas each share of Class B Ordinary Share is entitled to five votes per share.
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(2)
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Comprises (i) 1,500,000 Class A Ordinary Shares held directly by Mr. Tang, (ii) 1,500,000 Class B Ordinary Shares held directly by Mr. Tang, and (iii) 5,000,000 Class A Ordinary Shares beneficially held by Firebull Holdings Limited of which Mr. Tang has voting and dispositive power.
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(3)
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Includes (i) 5,000,000 Class A Ordinary Shares of which Wenjie Tang has the voting and dispositive power, and (ii) 5,000,000 Class B Ordinary Shares of which Zhentao Jiang has voting and dispositive power.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Not
Applicable.
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Item 6.
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Ownership of more than Five
Percent on Behalf of Another Person.
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Not
Applicable.
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Item 7.
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Identification and classification of the subsidiary which acquired the security being reported
on by the parent holding company or control person.
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Not
Applicable.
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Item 8.
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Identification and classification of members of the group.
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Not
Applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not
Applicable.
By
signing below the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were acquired
and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or
as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: May 7, 2018
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WENJIE TANG
/s/ Wenjie Tang
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Wenjie Tang
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FIREBULL HOLDINGS LIMITED
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/s/ Wenjie Tang
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Wenjie Tang
Director
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