2023 Q4 - Annual Report

FORM 20-F (Mark One)☐REGISTRATION STATEMENT PURSUANT TO SECTION12(b)OR 12(g) OF THE SECURITIES EXCHANGE ACTOF1934 OR ☒ANNUAL REPORT PURSUANT TO SECTION13OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the fiscal year ended December 31, 2023 OR ☐TRANSITION REPORT PURSUANT TO SECTION13OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 OR ☐SHELL COMPANY REPORT PURSUANT TO SECTION13OR 15(d) OF THE SECURITIES EXCHANGE ACTOF1934 Date of event requiring this shell company report: For the transition period fromto Commission file number:001-38309 AGM Group Holdings Inc.(Exact name of Registrant as specified in its charter) (Translation of Registrant’s name into English) British Virgin Islands(Jurisdiction of incorporation or organization) c/o Creative Consultants (Hong Kong) LimitedRoom 1502-3 15/F., Connaught Commercial Building,185 Wanchai RoadWanchai, Hong Kong(Address of principal executive offices) Securities registered or to be registered pursuantto Section12(b) of the Act: Securities registered or to be registered pursuantto Section12(g) of the Act:None Securities for which there is a reporting obligationpursuant to Section15(d) of the Act:None Indicate the number of outstanding shares of eachof the issuer’s classes of capital or common stock as of the close of the periodcovered by the annual report: 24,254,842 sharesof Class A ordinary shares and 2,100,000 shares of Class B ordinary shares issued andoutstanding as of December 31, 2023. Indicate by check mark if the registrant is awell-known seasoned issuer, as defined in Rule405 of the SecuritiesAct. ☐Yes☒No If this report is an annual or transition report,indicate by check mark if the registrant is not required to file reports pursuant toSection13 or15(d) of the Securities ExchangeAct of1934. ☐Yes☒No Indicate by check mark whether the registrant:(1)has filed all reports required to be filed by Section13 or15(d) of the SecuritiesExchange Act of 1934 during thepreceding 12months (orfor such shorter period that the registrant was required to file such reports),and (2)has beensubject to such filing requirements for the past 90days. ☒Yes☐No Indicate by check mark whether the registranthas submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of RegulationS-T (§232.405of this chapter) during the preceding 12months (orfor such shorter period that theregistrant was required to submit suchfiles). ☒Yes☐No Indicate by check mark whether the registrantis a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerginggrowth company. See definition of “largeaccelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of theExchange Act. If an emerging growth company that prepares itsfinancial statements in accordance with U.S. GAAP, indicate by check mark if theregistrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards†provided pursuant to Section 13(a) of the ExchangeAct.☐ Indicate by check mark whether the registranthas filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financialreporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b) by the registeredpublic accounting firm that prepared orissued its audit report.☐ If securities are registered pursuant to Section12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correctionof an error to previously issued financial statements.☐ Indicate by check mark whether any of those errorcorrections are restatements that required a recovery analysis of incentive basedcompensation received by any of the registrant’sexecutive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accountingthe registrant has used to prepare the financial statements included in thisfiling: U.S.GAAP☒International Financial Reporting Standards as issuedOther☐by the International Accounting Standards Board☐ If “Other” has been checked in responseto the previous question, indicate by check mark which financial statement item the registranthas elected tofollow. ☐Item17☐Item18 If this is an annual report, indicate by checkmark whether the registrant is a shell company (asdefined in Rule12b-2 of the ExchangeAct). Table of Contents PagePART IITEM1.IDENTITYOFDIRECTORS, SENIORMANAGEMENTANDADVISERS1ITEM2.OFFERSTATISTICSANDEXPECTEDTIMETABLE1ITEM3.KEYINFORMATION1ITEM4.INFORMATIONONTHECOMPANY42ITEM4A.UNRESOLVEDSTAFFCOMMENTS54ITEM5.OPERATINGANDFINANCIALREVIEWANDPROSPECTS55ITEM6.DIRECTORS, SENIORMANAGEMENTANDEMPLOYEES66ITEM7.MAJORSHAREHOLDERSANDRELATEDPARTYTRANSACTIONS76ITEM8.FINANCIALINFORMATION77ITEM9.THEOFFERANDLISTING78ITEM10.ADDITIONALINFORMATION79ITEM11.QUANTITATIVEANDQUALITATIVEDISCLOSURESABOUTMARKETRISK91ITEM12.DESCRIPTIONOFSECURITIESOTHERTHANEQUITYS