SEC Comment Letter for AGM GROUP HOLDINGS, INC. (AGMH) (CIK 0001705402) (AGMH) — Nov 21, 2017
AGM GROUP HOLDINGS, INC. (AGMH) (CIK 0001705402)
Date: Nov. 21, 2017 · CIK: 0001705402 · Accession: 0000000000-17-041055
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 4561 November 2 1, 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. 6 to Re gistration Statement on Form F -1 Filed November 13 , 2017 File No. 333 -218020
Dear Mr. Tang :
We have reviewed your amended registration statement and have the following comment s. In our comment s, 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 comment s 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 comment s, we may have additional comments.
Cover Page
1. You state on the cover page that you have obtained a listing approv al letter to list your Class A O rdinary Shares on the Nasdaq Capital Market , but we note on page 10 7 that the “listing approval letter is not the same as an actual listing on the Nasdaq Capital Market.” You further disclose on page 10 7 that you will need to “sell a number of shares in this ‘best efforts, mini max’ offering sufficient to satisfy the appl icable listing criteria” to have the Class A Ordinary Shares listed on the Nasdaq Capital Market. Please prominently disclose on the cover page that the Class A Ordinary Shares will not be listed on the Nasdaq Capital Market until certain condition s are m et. Disclose the specific conditions that you need to meet in order to be listed, including the specific number of shares that you will need to sell in this offering.
Wenjie Tang AGM Group Holdings Inc. November 2 1, 2017 Page 2
Signatures
2. While your principal executive officer and principal financial officer signed on behalf of the registrant, your principal executive officer and principal financial officer must also sign below the registrant signature to reflect that such persons are signing in their respective capacities . Please revise. Refer to Instr uction 1 to Signatures on Form F -1.
Please contact Matthew Derby, Staff Attorney, at (202) 551 -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
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Mail Stop 4561 November 2 1, 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. 6 to Re gistration Statement on Form F -1 Filed November 13 , 2017 File No. 333 -218020 Dear Mr. Tang : We have reviewed your amended registration statement and have the following comment s. In our comment s, 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 comment s 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 comment s, we may have additional comments. Cover Page 1. You state on the cover page that you have obtained a listing approv al letter to list your Class A O rdinary Shares on the Nasdaq Capital Market , but we note on page 10 7 that the “listing approval letter is not the same as an actual listing on the Nasdaq Capital Market.” You further disclose on page 10 7 that you will need to “sell a number of shares in this ‘best efforts, mini max’ offering sufficient to satisfy the appl icable listing criteria” to have the Class A Ordinary Shares listed on the Nasdaq Capital Market. Please prominently disclose on the cover page that the Class A Ordinary Shares will not be listed on the Nasdaq Capital Market until certain condition s are m et. Disclose the specific conditions that you need to meet in order to be listed, including the specific number of shares that you will need to sell in this offering. Wenjie Tang AGM Group Holdings Inc. November 2 1, 2017 Page 2 Signatures 2. While your principal executive officer and principal financial officer signed on behalf of the registrant, your principal executive officer and principal financial officer must also sign below the registrant signature to reflect that such persons are signing in their respective capacities . Please revise. Refer to Instr uction 1 to Signatures on Form F -1. Please contact Matthew Derby, Staff Attorney, at (202) 551 -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