SEC Comment Letter for AGM GROUP HOLDINGS, INC. (AGMH) (CIK 0001705402) (AGMH) — Oct 17, 2017
AGM GROUP HOLDINGS, INC. (AGMH) (CIK 0001705402)
Date: Oct. 17, 2017 · CIK: 0001705402 · Accession: 0000000000-17-036783
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 4561 October 17, 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. 5 to Re gistration Statement on Form F -1 Filed October 12, 2017 File No. 333 -218020
Dear Mr. Tang :
We have reviewed your amended registration statement and have the following comment . In our comment , 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 com ment applies 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 this comment , we may have additional comments.
General
1. We note that you have deleted language in the prospectus that the listing of the Class A Ordinary Shares on the Nasdaq Capital Market would not be a condition to the offering. However, your underwriting ag reement filed as Exhibit 1.1 indicates that approval for listing on the Nasdaq Capital Market continues to be a condition of the offering. Please advise or file an amended underwriting agreement.
Wenjie Tang AGM Group Holdings Inc. October 17, 2017 Page 2
Please contact Matthew Derby, Staff Attorney, at (202) 55 1-3334 or, in his absence, the undersigned at (202) 551 -3453 with any other questions. If you require further assistance, you may contact Barbara C. Jacobs, Assistant Director, at (202) 551 -3735 .
Sincerely,
/s/ Jan Woo
Show Raw Text
Mail Stop 4561 October 17, 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. 5 to Re gistration Statement on Form F -1 Filed October 12, 2017 File No. 333 -218020 Dear Mr. Tang : We have reviewed your amended registration statement and have the following comment . In our comment , 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 com ment applies 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 this comment , we may have additional comments. General 1. We note that you have deleted language in the prospectus that the listing of the Class A Ordinary Shares on the Nasdaq Capital Market would not be a condition to the offering. However, your underwriting ag reement filed as Exhibit 1.1 indicates that approval for listing on the Nasdaq Capital Market continues to be a condition of the offering. Please advise or file an amended underwriting agreement. Wenjie Tang AGM Group Holdings Inc. October 17, 2017 Page 2 Please contact Matthew Derby, Staff Attorney, at (202) 55 1-3334 or, in his absence, the undersigned at (202) 551 -3453 with any other questions. If you require further assistance, you may contact Barbara C. Jacobs, Assistant Director, at (202) 551 -3735 . Sincerely, /s/ Jan Woo Jan Woo Legal Branch Chief Office of Information Technologies and Services cc: Mengyi “Jason” Ye, Esq. Ortoli Rosenstadt LLP