F-1/A: AGM Group Holdings Amends F-1 for Share Resale

AGM Group Holdings Inc. files an amended F-1 registration statement for the resale of up to 7,649,160 Class A Ordinary Shares by L1 Capital Global Opportunities Master Fund, with no proceeds to the company from the sale.

Summary

• AGM Group Holdings Inc. is a British Virgin Islands holding company conducting operations through subsidiaries in China, Hong Kong, Canada, BVI, and Singapore.
• The company is not selling any Class A Ordinary Shares in this offering and will not receive any proceeds from the sale by the Selling Shareholder, L1 Capital Global Opportunities Master Fund.
• L1 Capital Global Opportunities Master Fund is offering up to 7,649,160 Class A Ordinary Shares, convertible from advances at 90% of the lowest 5-day VWAP, subject to a floor price of US$0.7844.
• Class A Ordinary Shares are listed on the Nasdaq Capital Market under the symbol AGMH.
• The company operates with a dual-class voting structure, where Class A shares have one vote and Class B shares have five votes; CEO Bo Zhu beneficially owns 1,200,000 Class B shares, representing 75.21% of total voting power.
• AGM is an emerging growth company and foreign private issuer, benefiting from reduced public company reporting requirements.
• Significant regulatory risks are associated with operations in China, including potential changes in laws, data security, and anti-monopoly enforcement, which could materially affect business and security value.
• No cash or asset transfers occurred among the company and its subsidiaries from January 1, 2025, to the prospectus date, and no dividends have been declared.
• The authorized shares were increased from 8,000,000 (4M Class A, 4M Class B) to 90,000,000 (60M Class A, 30M Class B) effective October 2, 2025.
• Nasdaq compliance was maintained as of September 29, 2025.
• The company disposed of Nanjing Lucun Semiconductor Co., Ltd. on May 7, 2025, resulting in a loss on sale of $7,851,720.
• AGM HK and its PRC subsidiaries (AGM Tianjin, AGM Beijing) were sold on September 9, 2025, for a consideration of $6,850,000.
• Net loss for the six months ended June 30, 2025, was $(2,796,993), an improvement from $(14,921,782) for the same period in 2024.
• Revenue for the six months ended June 30, 2025, was $20,309,043, a significant increase from $3,826,875 in 2024.
• Gross profit for the six months ended June 30, 2025, was $2,356,079, up from $1,714,875 in 2024.
• Net cash used in operating activities for the six months ended June 30, 2025, increased to $(5,577,823) from $(590,727) in the prior year.
• The company issued $1,500,000 in convertible advances to L1 Capital Global Opportunities Master Fund on September 22, 2025, for gross proceeds of $1,380,000.
• Loan receivables as of June 30, 2025, include $1,350,000 from AGM Group Ltd., $465,000 from Muliang Agriculture Limited, and $3,095,426 from Northnew Management Limited.
• Customer concentration is high, with five customers accounting for 29%, 23%, 21%, 13%, and 13% of revenues for H1 2025.
• Supplier concentration is also high, with one supplier accounting for 99% of the cost of revenues for H1 2025.

Sentiment

Score: 5

Explanation: The company shows significant revenue growth and reduced net loss in the recent interim period, indicating operational improvements. However, these positives are heavily offset by substantial losses from discontinued operations, increased cash burn from operating activities, high customer/supplier concentration, and significant regulatory uncertainties in China, which pose material risks to future operations and the value of securities. The dual-class structure also limits minority shareholder influence.

Positives

• Revenue for the six months ended June 30, 2025, increased significantly to $20,309,043 from $3,826,875 in the prior year, indicating strong top-line growth.
• Net loss for the six months ended June 30, 2025, was reduced to $(2,796,993) from $(14,921,782) in the prior year, showing improved operational efficiency or reduced expenses.
• Gross profit increased to $2,356,079 for the six months ended June 30, 2025, from $1,714,875 in the prior year.
• The company successfully maintained its Nasdaq listing compliance as of September 29, 2025.
• The launch of the ASIC crypto Miner KOI MINER C16 has generated orders from the United States, Canada, and Europe, with its parameters surpassing competitors like Antminer S19 pro, AvalonMiner1246, and Whatminer M30S++.
• The Board approved and adopted a 2025 Share Incentive Plan, which could help attract and retain talent.
• The increase in authorized shares from 8,000,000 to 90,000,000 provides significant flexibility for future capital actions and growth strategies.

Negatives

• The company reported a net loss of $(2,796,993) for the six months ended June 30, 2025, indicating continued unprofitability.
• A substantial loss of $(7,851,720) was incurred from the sale of the discontinued operation, Nanjing Lucun.
• Net cash used in operating activities increased significantly to $(5,577,823) for the six months ended June 30, 2025, compared to $(590,727) in the prior year, indicating increased cash burn.
• High customer concentration exists, with the top five customers accounting for 29%, 23%, 21%, 13%, and 13% of revenues for H1 2025, posing a risk if any major customer is lost.
• High supplier concentration is also present, with one supplier accounting for 99% of the cost of revenues for H1 2025, creating supply chain vulnerability.
• Management identified a material weakness in internal control over financial reporting due to a lack of personnel with appropriate accounting knowledge and experience.
• The company does not anticipate declaring or paying any dividends in the foreseeable future, limiting direct returns for shareholders.
• A trial court ruled against AGM Beijing for US$102,107 in a contract dispute, which the company has appealed.

Risks

• Financial and operating performance may be adversely affected by epidemics, natural disasters, and other catastrophes.
• The company might require additional capital to support business growth, and this capital might not be available on acceptable terms, if at all.
• Unauthorized disclosure of sensitive or confidential customer information or failure to comply with privacy laws could harm business and standing with customers.
• Significant contributors to the Bitcoin network could propose amendments to its protocols and software, which, if accepted, could negatively impact business and operations.
• Changes to a digital asset network on which the company sells mining machines may adversely affect an investment.
• If demand for Bitcoin declines, or if another cryptocurrency replaces Bitcoin as the most prominent, business and results of operations could suffer materially.
• The company's ability to adopt technology in response to changing security needs or trends poses a challenge to the safekeeping of digital assets.
• The evolving business model is subject to various uncertainties, and modifications may not be successful or may harm the business.
• Failure to manage growth effectively could damage reputation, limit growth, and negatively affect operating results.
• The development and acceptance of cryptographic and algorithmic protocols governing cryptocurrencies is subject to a variety of difficult-to-evaluate factors.
• Banks and financial institutions may not provide banking services, or may cut off services, to businesses that engage in Bitcoin-related activities.
• If any person, institution, or pool obtains control of more than 50% of the processing power on the Bitcoin network, it could erode user confidence.
• The administrators of the Bitcoin network's source code could propose amendments that adversely affect business, results of operations, and financial condition.
• Marketing efforts to help grow the business may not be effective or cost-efficient, potentially leading to increased public scrutiny and legal proceedings.
• Acceptance and/or widespread use of Bitcoin is uncertain, contributing to price volatility.
• The development and acceptance of competing blockchain platforms or technologies may cause consumers to use alternatives, adversely affecting the company.
• Failure to adequately respond to price fluctuations and rapidly changing technology may negatively affect the business.
• The company is dependent on major customers for the majority of its revenues, and the loss of one or more could adversely affect financial condition.
• The company is dependent on a limited number of suppliers, and delays in deliveries or increases in cost could harm business.
• Any failure to offer high-quality product support may adversely affect relationships with customers and financial results.
• New lines of business or new services may subject the company to additional risks.
• The company may not be able to prevent others from unauthorized use of its intellectual property, which could harm its business and competitive position.
• The company may be subject to intellectual property infringement claims, which may be expensive to defend and disrupt business.
• Strategic investments or acquisitions could require significant management attention, disrupt business, and adversely affect financial results.
• The business depends on the continued efforts of senior management; the inability or unwillingness of key executives to continue could severely disrupt the business.
• Competition for employees is intense, and the company may not be able to attract and retain qualified and skilled employees.
• A lack of insurance could expose the company to significant costs and business disruption.
• The company has identified material weaknesses in its internal control over financial reporting, which could lead to inaccurate reporting or fraud.
• As a holding company, the company relies on dividends paid by its subsidiaries for cash needs, and limitations or tax implications could restrict its ability to pay expenses or dividends.
• The Chinese government exerts substantial influence over business activities, and changes in policies or denial of listing permission could materially affect investor interest.
• PRC M&A Rules and other regulations establish strict procedures for acquisitions, making growth through acquisitions in China more difficult.
• China's legal system is evolving and has differences with that of the United States, which could limit legal protection available to investors.
• The company may be exposed to liabilities under the Foreign Corrupt Practices Act and Chinese anti-corruption law.
• Shareholders may have difficulty enforcing judgments obtained against the company due to assets and management being located outside the United States.
• The filing, approval, or other administration requirements of the CSRC or other PRC government authorities may be required for future offshore offerings, and obtaining such approvals is uncertain.
• PRC laws and regulations governing the company's business operations are constantly evolving, and changes could have a material effect on the business.
• A severe or prolonged downturn in the global economy and slower growth in China could materially and adversely affect the business and financial condition.
• Labor laws in the PRC may adversely affect the business and results of operations.
• The company may be classified as a Resident Enterprise of China, which would likely result in unfavorable tax consequences to the company and its non-PRC stockholders.
• PRC regulations relating to investments in offshore companies by PRC residents may subject beneficial owners or PRC subsidiaries to liability or penalties.
• Regulatory bodies of the United States may be limited in their ability to conduct investigations or inspections of operations in China.
• Dividends payable to foreign investors and gains on the sale of Class A Ordinary Shares by foreign investors may become subject to PRC tax law.
• Strict procedures on currency exchange may limit PRC investors' ability to make investments.
• More stringent criteria applied to emerging market companies by the SEC and PCAOB could add uncertainties to the trading of Class A Ordinary Shares.
• Differences in the interpretation and enforcement of Chinese laws and regulations and those in the United States may limit the legal protections available.
• The dual-class structure of ordinary shares concentrates voting control with certain shareholders, limiting the ability of other shareholders to influence corporate matters.
• The laws of the British Virgin Islands provide little protection for minority shareholders.
• The market price of Class A Ordinary Shares has been, and is likely to continue to be, volatile, making it difficult to sell shares at or above the purchase price.
• The company may experience extreme stock price volatility, including any stock-run up, unrelated to actual or expected operating performance, financial condition, or prospects.
• As a foreign private issuer, disclosure obligations differ from those of U.S. domestic reporting companies, potentially making it more difficult for investors to evaluate performance.
• The requirements of being a public company may strain resources and divert management's attention.
• The obligation to disclose information publicly may put the company at a disadvantage to competitors that are private companies.
• Securities analysts may not cover Class A Ordinary Shares, which may negatively impact the market price.
• The issuance of a number of Class A Ordinary Shares upon conversion of outstanding Advances issued to L1 could have a significant dilutive impact on shareholders.

Future Outlook

The company intends to retain all available funds and future earnings for business operation and expansion, not anticipating declaring or paying any dividends in the foreseeable future. Future dividend policy will be at the discretion of the Board. The business model is expected to evolve with the cryptocurrency industry, requiring adaptation to new technologies and market trends. The company plans to expand marketing efforts through search engine marketing, SEO, and social network marketing. There is uncertainty regarding the timely identification of emerging trends and growth opportunities, and the company may need additional equity or debt financing. Significant regulatory uncertainties in China, including CSRC approvals and cybersecurity reviews, could limit the ability to offer securities and impact operations. The precise impact of BVI Economic Substance legislation also remains unclear.

Management Comments

• We currently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying any dividends in the foreseeable future.
• We believe that we may not be subject to the cybersecurity review by the CAC, pursuant to the Cybersecurity Review Measures and the Data Security Management Regulations, given that: (i) we presently maintain fewer than one (1) million individual customers in our business operations as of the date of this prospectus; and (ii) data processed in our business is less likely to have a bearing on national security, thus it may not be classified as core or important data by the authorities.
• We believe that we are required to complete filing procedures with the CSRC pursuant to the Trial Administrative Measures. We submitted the initial filing documents to the CSRC on October 9, 2023, and the CSRC published the notification on our completion of the required filing procedures on January 8, 2024 for this offering.
• We believe that we do not meet some of the conditions outlined in the immediately preceding paragraph [for PRC tax resident enterprise classification].
• We believe that the CSRCs approval is not required for the trading of our Class A Ordinary Shares on Nasdaq in the context of future offerings, given that: (i) each of our PRC subsidiary was incorporated as a wholly foreign-owned enterprise by means of direct investment rather than by merger or acquisition of equity interest or assets of a PRC domestic company owned by PRC companies or individuals as defined under the M&A Rules that are our beneficial owners; (ii) the CSRC currently has not issued any definitive rule or interpretation concerning whether offerings like ours under our past offerings are subject to the M&A Rules; and (iii) no provision in the M&A Rules clearly classifies contractual arrangements as a type of transaction subject to the M&A Rules.
• We believe that we maintain a good working relationship with our employees, and we have not experienced any significant labor disputes.

Industry Context

The company operates in the technology hardware industry, specifically focusing on ASIC chip research and development and the sale of crypto miners. This industry is characterized by rapid technological changes, evolving standards, and new product introductions. While Bitcoin is currently the most prominent cryptocurrency, the market is dynamic, and other cryptocurrencies could emerge as dominant. The industry is also subject to significant and evolving governmental and quasi-governmental regulations, particularly in China, concerning cryptocurrencies, data security, and overseas listings. Competition is intensifying due to the rapid growth in demand for technology hardware in this sector.

Comparison to Industry Standards

• The company's KOI MINER C16 (C16) boasts a hash rate of up to 113 TH/s and a power efficiency ratio of 30 J/T.
• The C16's hash rate of 113 TH/s surpasses Bitmain's Antminer S19 pro (104 TH/s).
• The C16's power efficiency of 30 J/T is superior to Canaan's AvalonMiner1246 (38 J/T) and MicroBT's Whatminer M30S++ (31 J/T).

Management Changes

Corporate Governance

Legal Proceedings

• An individual plaintiff filed a claim against AGM Beijing for a contract dispute. The trial court ruled against AGM Beijing for RMB 733,987.98 (US$102,107), and the company has filed an appeal.

Related Party Transactions

• The company has a loan agreement with HongKong Kisen Co., Limited (ultimately controlled by CSO Bo Zhu) to borrow up to $20,000,000 at a 0.1% interest rate, extended to December 31, 2025.
• As of June 30, 2025, the total amount due to related parties was $2,173,365.
• The company has loan receivables from AGM Group Ltd. totaling $1,350,000 as of June 30, 2025.
• The company has loan receivables from Muliang Agriculture Limited totaling $465,000 as of June 30, 2025.
• The company has loan receivables from Northnew Management Limited totaling $3,095,426 as of June 30, 2025.

Stakeholder Impact

• Shareholders face potential dilution from convertible advances and future equity offerings, and their influence is limited by the dual-class voting structure.
• Shareholders are exposed to high stock price volatility and may have reduced legal protection under British Virgin Islands law compared to U.S. jurisdictions.
• Non-PRC shareholders may face potential PRC tax on dividends or gains from share transfers if the company is deemed a PRC tax resident enterprise.
• Employees may benefit from the newly adopted 2025 Share Incentive Plan, but the company faces intense competition for skilled personnel.
• Customers are impacted by the company's dependence on a limited number of major customers, which could affect service stability if relationships change.
• Suppliers face risks due to the company's high reliance on a limited number of key suppliers, potentially affecting business continuity if supply is disrupted.
• Creditors are affected by the company's convertible advances and potential future debt financings, which could impact the company's financial leverage and ability to service debt.

Next Steps

• Proposed sale to the public promptly after the effective date of this registration statement.
• The company will be required to file with the CSRC within three business days after the completion of this offering.
• Begin the process of preparing a report and other required materials in connection with the CSRC filing.
• Future determinations related to the dividend policy will be made at the discretion of the Board of Directors.
• Continue to make investments to support business growth and respond to business challenges.
• May need to engage in equity or debt financings to secure additional funds.
• Will continue to monitor tax status regarding PRC resident enterprise classification.
• AGM HK, AGM Defi Tech, and AGM Electronic intend to apply for the tax resident certificate when Beijing Bixin plans to declare and pay dividends to them.
• Will inform investors through SEC filings (e.g., Form 6-K) prior to applying for the tax resident certificate.
• Will adopt and apply ASU 2023-07 (Segment Reporting) in fiscal year 2025.
• Will evaluate the impact of adopting ASU 2023-09 (Improvement to Income Tax Disclosure).

Key Dates

Recommendation

While the company demonstrates strong revenue growth and a significant reduction in net loss for its continuing operations in the recent interim period, indicating positive operational trends, these are substantially offset by considerable losses from discontinued operations and increased cash used in operating activities. The high concentration of both customers and suppliers, coupled with the inherent volatility of the cryptocurrency industry and the complex, evolving regulatory environment in China, introduce significant uncertainties and risks. The dual-class share structure also limits the influence of minority shareholders. Given this mixed financial performance and the substantial operational and regulatory risks, a 'hold' recommendation is appropriate, suggesting investors maintain their current positions while closely monitoring future developments and risk mitigation efforts.

Keywords

ASIC crypto Miner, Bitcoin mining, blockchain technology, cryptocurrency, China regulation, SEC filing, F-1/A, Nasdaq, AGMH, convertible advances, dual-class shares, foreign private issuer, emerging growth company, risk factors, corporate governance, financial performance, discontinued operations, capital raise, Hong Kong, Canada, Singapore, British Virgin Islands