SecProbe.io

March 16, 2020
Wenjie Tang
Chief Executive Officer
AGM Group Holdings Inc.
c/o Creative Consultants (Hong Kong) Limited
Room 1502-3 15/F., Connaught Commercial Building, 185 Wanchai Road
Wanchai, Hong Kong
Re:AGM Group Holdings Inc.
Registration Statement on Form F-3
Filed March 5, 2020
File No. 333-236897
Dear Mr. Tang:
            We have limited our review of your registration statement to those issues we have
addressed in our 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 comments 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.
Registration Statement on Form F-3
General
1.We note that your wholly-owned subsidiary entered into an equity transfer agreement to
acquire 100% of the equity of Yushu Kingo City Real Estate Development Co., Ltd.
("Yushu Kingo") in exchange for 2,000,000 of your Class A ordinary shares, valued at
$15 per share, and up to $20,000,000 in cash.  As this acquisition appears to be both
probable and in excess of 50% significance, please tell us what consideration you have
given to providing financial statements and pro forma financial information for Yushu
Kingo pursuant to Rule 3-05 and Article 11 of Regulation S-X.  Please provide the
significance computations set forth in Rule 1-02(w) of Regulation S-X to support your
conclusions and refer to Item 5(b)(1) of Form F-3.

 FirstName LastNameWenjie Tang
 Comapany NameAGM Group Holdings Inc.
 March 16, 2020 Page 2
 FirstName LastName
Wenjie Tang
AGM Group Holdings Inc.
March 16, 2020
Page 2
2.We note your disclosure that you may issue share purchase units that may consist of the
securities of third parties.  Please advise us how you anticipate conducting such offerings
under the registration and disclosure requirements of the Securities Act.  For example,
please advise us of the disclosure you will provide in the applicable prospectus
supplement or other offering materials, including, as necessary, any required financial
statement and non-financial statement disclosure about the issuer of such securities.  For
guidance, please refer to the Morgan Stanley & Co., Inc. no action letter (June 24, 1996)
and Securities Act Sections Compliance and Disclosure Interpretation 203.03.
Signatures, page II-4
3.While we note that your CEO and CFO have signed the registration statement on behalf of
the company, please ensure that both sign the registration statement in their individual
capacities.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rule 461 regarding requests for acceleration.  Please allow adequate time for us
to review any amendment prior to the requested effective date of the registration statement.
            Please contact Mitchell Austin, Staff Attorney, at (202) 551-3574 or, in his absence, Jan
Woo, Legal Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       William S. Rosenstadt, Esq.