SEC Comment Letter for AGM GROUP HOLDINGS, INC. (AGMH) (CIK 0001705402) (AGMH) — Sep 14, 2017
AGM GROUP HOLDINGS, INC. (AGMH) (CIK 0001705402)
Date: Sept. 14, 2017 · CIK: 0001705402 · Accession: 0000000000-17-032526
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 4561 September 13, 2017 Wenjie Tang Chief Executive Officer AGM Group Holdings Inc. 1 Jinghua South Road Wangzuo Plaza East Tower, Room 2112 100020 Beijing People’s Republic of China
Re: AGM Group Holdings Inc. Amendment No. 2 to Re gistration Statement on Form F -1 Filed August 29 , 2017 File No. 333 -218020
Dear Mr. Tang :
We have reviewed your amended registration statement and have the following comments . In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comm ents apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise , our references to prior comments are to comments in our August 9, 2017 letter .
Overview
Forex trading brokerage service , page 3
1. We note that your subsidiary AGM Belize is a retail forex broker licensed by IFSC Belize. Please provide additional disclosure regarding the countries in which you provide forex brokerage services, naming each such country. In addition, please specify the jurisdictions in which your IFSC Belize license entitles you to operate regardless of whether you currently operate in those jurisdictions.
Wenjie Tang AGM Group Holdings Inc. September 13, 2017 Page 2
Financial Statements, page F -1
2. We note that, in response to prior comment 11, you have labeled the financial statements for the year ended December 31, 2016 as restated. Ple ase revise throughout the filing to also label the financial statements that have been restated for the period from inception (April 27, 2015) to December 31, 2015 as restated . Refer to ASC 250 -10-50-7.
You may contact Melissa Walsh, Staff Accountant, at (202) 551 -3224 or Stephen Krikorian, Accounting Branch Chief, at (202) 551 -3488 if you have questions regarding comments on the financial statements and related matters. Please contact Matthew Derby, Staff Attorney, at (202) 551 -3286 or, in his absence , the undersigned at (202) 551 -3457 with any other questions. If you require further assistance, you may contact Barbara C. Jacobs, Assistant Director, at (202) 551 -3730.
Sincerely,
/s/ Maryse Mills -Apenteng
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Mail Stop 4561 September 13, 2017 Wenjie Tang Chief Executive Officer AGM Group Holdings Inc. 1 Jinghua South Road Wangzuo Plaza East Tower, Room 2112 100020 Beijing People’s Republic of China Re: AGM Group Holdings Inc. Amendment No. 2 to Re gistration Statement on Form F -1 Filed August 29 , 2017 File No. 333 -218020 Dear Mr. Tang : We have reviewed your amended registration statement and have the following comments . In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comm ents apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise , our references to prior comments are to comments in our August 9, 2017 letter . Overview Forex trading brokerage service , page 3 1. We note that your subsidiary AGM Belize is a retail forex broker licensed by IFSC Belize. Please provide additional disclosure regarding the countries in which you provide forex brokerage services, naming each such country. In addition, please specify the jurisdictions in which your IFSC Belize license entitles you to operate regardless of whether you currently operate in those jurisdictions. Wenjie Tang AGM Group Holdings Inc. September 13, 2017 Page 2 Financial Statements, page F -1 2. We note that, in response to prior comment 11, you have labeled the financial statements for the year ended December 31, 2016 as restated. Ple ase revise throughout the filing to also label the financial statements that have been restated for the period from inception (April 27, 2015) to December 31, 2015 as restated . Refer to ASC 250 -10-50-7. You may contact Melissa Walsh, Staff Accountant, at (202) 551 -3224 or Stephen Krikorian, Accounting Branch Chief, at (202) 551 -3488 if you have questions regarding comments on the financial statements and related matters. Please contact Matthew Derby, Staff Attorney, at (202) 551 -3286 or, in his absence , the undersigned at (202) 551 -3457 with any other questions. If you require further assistance, you may contact Barbara C. Jacobs, Assistant Director, at (202) 551 -3730. Sincerely, /s/ Maryse Mills -Apenteng Maryse Mills -Apenteng Special Counsel Office of Information Technologies and Services cc: Mengyi “Jason” Ye, Esq. Ortoli Rosenstadt LLP