424B4 1 f424b4022018_agmgroup.htm PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(4)Registration No. 333-218020 AGM Group Holdings Inc. Minimum Offering: 1,000,000 Class A Ordinary SharesMaximum Offering: 1,400,000 Class A Ordinary Shares This is an initial public offering of Class A Ordinary Shares of AGM Group Holdings Inc., a British Virgin Islands company. We are offering a minimum of 1,000,000 and a maximum of 1,400,000 of our Class A Ordinary Shares. Class A Ordinary Shares are the only class of ordinary shares being offered in this offering. Each of the Class A Ordinary Shares has one vote per share, while each of the Class B Ordinary Shares has five votes per share. The directors and executive officers beneficially own a majority of the outstanding Class A Ordinary Shares and all of the outstanding Class B Ordinary Shares as of the date hereof. Upon the completion of this offering, our directors and executive officers will directly and indirectly hold an aggregate of approximately 89.9% of the combined voting power, assuming we complete the minimum offering of 1,000,000 Class A Ordinary Shares, and an aggregate of approximately 89.5% of the combined voting power if we complete the maximum offering of 1,400,000 Class A Ordinary Shares. Our directors and executive officers have voting and dispositive power of all outstanding Class B Ordinary Shares. Mr. Zhentao Jiang, our chairman of the board, will hold approximately 50.2% of the combined voting power, assuming we complete the minimum offering of 1,000,000 Class A Ordinary Shares, and an aggregate of approximately 49.9% of the combined voting power if we complete the maximum offering of 1,400,000 Class A Ordinary Shares. See “Description of Ordinary Shares” and “Risk Factor — Risks Related to Our Corporate Structure and Operation — The dual-class structure of our ordinary shares has the effect of concentrating voting control with those shareholders who held our shares prior to the completion of this offering, 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.” Prior to this offering, there has been no public market for our Ordinary Shares. The initial public offering price of our Class A Ordinary Shares is expected to be $5.00 per share, with a minimum subscription of $500.00 (which may be waived by Company). We have applied and obtained a conditional listing approval letter to list our Class A Ordinary Shares on Nasdaq Capital Market under the symbol “AGMH” provided that we pay the balance of our entry fee and that we will have at least 300 round-lot shareholders prior to our first day of trading. In addition, we will need to provide Nasdaq with confirmation that we have sold at least 1,000,000 Class A ordinary shares prior to our trading on Nasdaq. Our Class A Ordinary Shares will not be listed on the Nasdaq Capital Market unless we meet these conditions. We are an “emerging growth company” under the federal securities laws and will be subject to reduced public company reporting requirements. Investing in our Class A Ordinary Shares involves risks. See “Risk Factors” beginning on page 12. Per Ordinary Share Minimum Offering Maximum Offering Assumed public offering price $5.00 $5,000,000 $7,000,000 Underwriter fees and commissions(1) $0.40 $400,000 $560,000 Proceeds to us, before expenses(1)(2) $4.60 $4,600,000 $6,440,000 (1)See “Underwriting” in this prospectus for more information regarding our arrangements with the underwriter.(2)The total estimated expenses related to this offering are set forth in the section entitled “Fees, Commission and Expense Reimbursement.” We expect our total cash expenses for this offering, including cash expenses payable to our underwriter, Network 1 Financial Securities Inc. (the “Underwriter”), for its reasonable non-accountable expenses and accountable expenses referenced above, to be up to approximately $145,000, exclusive of the above commissions. The Underwriter must sell the minimum number of securities offered (1,000,000) if any are sold. The Underwriter is only required to use its best efforts to sell the maximum number of securities offered (1,400,000). The offering will close or terminate, as the case may be, upon the earlier of: (i) a date mutually acceptable to us and the Underwriter after the minimum offering amount of our offering is raised, or (ii) 90 days from the effective date (the “Effective Date”) of the Registration Statement (and for a period of up to 60 additional days if extended by agreement of the Company and the Underwriter) (the “Termination Date”). There will be a minimum subscription of $500.00, which may be waived by Company. Until we sell at least 1,000,000 shares, all investor funds will be held in an escrow account at Signature Bank, New York, N.Y. If we do not sell at least 1,000,000 shares by the Termination Date, all fund