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CORRESP
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AGM
Group Holdings Inc.

1
Jinghua South Road

Wangzuo
Plaza East Tower, Room 2112

Beijing
100020

People’s
Republic of China 325025

July
21, 2017

Via
E-Mail

Maryse
Mills-Apenteng

Special
Counsel

Office
of Information Technologies and Services

U.S.
Securities and Exchange Commission

Washington,
D.C. 20549-4631

    Re:
    AGM
    Group Holdings Inc.

Registration
Statement on Form F-1

Submitted
May 15, 2017

File
No. 333-218020

Dear
Ms. Mills-Apenteng:

We
are in receipt of your comment letter dated June 9, 2017 regarding the above referenced filing. As requested in your letter, we
have provided responses to the questions raised by the Staff. For your convenience, the matters are listed below, followed by
our responses:

Cover
Page

    1.
    You
    disclose that your executive officers and directors beneficially own a majority of your Class A shares and all your Class
    B shares. Please describe your dual-class structure and disclose the percentage of total voting power your management will
    own after completion of the offering.

RESPONSE: We
note the Staff’s comment, and in response thereto, respectfully advise the Staff that
we have revised to disclose our dual-class structure. We have also disclosed that upon the completion of this offering,
assuming that 1,000,000 shares of Class A Ordinary Shares were sold, our directors and executive officers will represent directly
and indirectly approximately 51.4% of the voting power of all of our outstanding shares on the cover page and page 21.

Prospectus
Summary

    2.
    In
    the first sentence of this section you state that you focus on services related to foreign exchange; however, you state in
    the last sentence of the first paragraph that your clients also include precious metal brokers and asset management firms.
    Please briefly clarify here and expand your Business section to describe how precious metal brokers and asset management firms
    fit within your three service lines.

RESPONSE:
We note the Staff’s comment, and in response thereto, respectfully clarify for the Staff on page 1 that our service
provided to institutional customer focuses mainly on providing foreign exchange access service. And we further clarified on page
41 that these institutional customers include foreign exchange brokers, precious metals brokers, and small-sized asset management
companies, who trade spot contracts that have the same trading rules and calculation methods as foreign exchange spot contracts.
Our clients do not conduct trading in stocks, futures or any other asset classes. Specifically, foreign exchange brokers normally
provide trading of precious metals spot contracts as well, because the trading rules and calculation methods are almost the same
between precious metals spot contracts and foreign exchange spot contracts. On the other hand, in Asia, customers of brokers are
more receptive to the trading of precious metals. That’s why the precious metals brokers, by using our trading system and
trading access service, provide to those customers with the trading of precious metals spot contracts, but not foreign exchange
spot contracts. Additionally, the small-sized asset management companies specifically trade foreign exchange spot contracts through
our trading system software and service.

Our
Products and Services, page 2

    3.
    You
    disclose in the third paragraph and elsewhere that AGM Belize purchased the MetaTrade 4 trading platform, which you describe
    as your core trading platform. Please reconcile this with your disclosure in the penultimate bullet point on page 4 where
    you state that you hold a license to the trading platform. To the extent you hold a license, please expand your disclosure
    in the Business section to describe the terms of the license and file a copy of any license agreement or tell us why you believe
    that it is not required to be filed. Refer to Item 601(b)(10) of Regulation S-K.

RESPONSE: We
note the Staff’s comment, and in response thereto, respectfully advise the Staff that we have disclosed that AGM Belize
holds two licenses to the Core Trading Platform on page 2, 30 and 43. We have also disclosed the terms of the license agreements
in the same sections and filed a copy of each license agreement as exhibit 10.8 and 10.9

    4.
    Refer
    to the penultimate paragraph on page 2 and clarify here and throughout the jurisdiction in which you claim copyright protection
    for your products. In addition, clarify what you mean by “obtained” copyrights and how this differs from copyright
    registration.

RESPONSE:
We note the Staff’s comment, and in response thereto, respectfully clarify for the Staff that copyright protection
will be granted in PRC and that AGM Beijing purchased and registered the copyrights with the Copyright Administration of PRC.
We have made such disclosures on page 2, 30 and 43.

Our
Growth Strategy, page 3

    5.
    Please
    clarify the geographic markets in which you conduct operations. In the second bullet point in this section you mention that
    you plan to expand to Southeast Asia and Australia while disclosure elsewhere suggests that you operate in the Asian market
    and benefit from limited competition outside of Asia. You also state in the third full risk factor on page 14 that substantially
    all your operations are conducted in China.

RESPONSE:
We note the Staff’s comment, and in response thereto, respectfully clarify for the Staff that our markets are in Asia.
Our subsidiary AGM HK signs contracts with customers, and then contracts with AGM Beijing and AGM Nanjing to conduct customized
development and integration. All of our operations and research and development are conducted in China. We have revised the statements
in “Our Core Services” section on page 2 and page 43, and in the MD&A section on page 30. We also revise the statements
in “Our Growth Strategy” on page 3 and 44 to indicate that our current market is mainly in Asia and we plan to open
new offices in Malaysia and Australia in the future.

Corporate
Information, page 5

    6.
    Here
    or elsewhere as appropriate, explain the reason for your corporate structure that consists of some of your subsidiaries formed
    under PRC law. To the extent that this structure is an attempt to comply with PRC laws regarding foreign ownership restrictions,
    please clarify. In this regard, we note the second risk factor on page 19.

RESPONSE:
We note the Staff’s comment, and in response thereto, respectfully advise the Staff that we have revised the “Corporate
Information” section on page 5 and the “Corporate Structure” section on page 42 to explain the reasons for our
corporate structure that consists of some of our subsidiaries formed under the PRC law. We have also clarified for the staff that
our business does not have restriction on foreign investment or ownership imposed by the PRC law and regulations.

Offering
Summary, page 6

    7.
    In
    the last paragraph on page 6 where you discuss the escrow account terms you state that funds will be returned within five
    days if the minimum offering amount is not received. On the cover, you state that the funds will be returned within one business
    day. Please reconcile throughout.

RESPONSE:
We note the Staff’s comment, and in response thereto, respectfully advise the Staff that we have reconciled the statement
on the cover page to indicate that if the minimum offering amount is not received, the funds will be returned by noon of the next
business day after the termination of this offering without charge, interest or deduction.

Risk
Factors, page 8

    8.
    Based
    on your disclosure on page 45, you appear to depend on a few customers for the majority of your revenues. You also depend
    on three major suppliers. Please consider adding appropriate risk factor disclosure.

RESPONSE:
We note the Staff’s comment, and in response thereto, respectfully advise the Staff that we have added a risk factor
disclosure on page 45. The disclosure is reproduced below for the Staff’s convenience.

We
are dependent on our major customers for the majority of our revenues. The loss of one or more significant customers could adversely
affect our financial condition, prospects and results of operations.

For
the year ended December 31, 2016, our two largest customers collectively accounted for approximately 53.43% of total revenues.
If we were to lose several key alliances over a relatively short period of time or if one of our largest customers fails to pay
or delays in paying a significant amount of our outstanding receivables, we could experience an adverse impact on our business,
financial condition, results of operations, cash flows and prospects. Additionally, changes in ownership of our customers may
result in the loss of, or reduction in, business from those customers, which could materially and adversely affect our business,
financial condition, results of operations and prospects.

      2

If
we do not compete effectively..., page 9

    9.
    Please
    provide us with support for your statement in this risk factor that you are a pioneer in the area of foreign exchange and
    financial technology.

RESPONSE:
We note the Staff’s comment, and in response thereto, respectfully advise the Staff that we have removed the statement
on page 9 of us being the pioneer in the area of foreign exchange and financial technology. Instead, we have revise the statement
to indicate that, with our limited operating history, we have not yet encountered a competitor who carries out research and development
on all three lines of services we provide or who offers the same or similar kind of services within Asia.

We
may not be able to prevent others..., page 12

    10.
    Please
    clarify your statement that you have obtained copyrights from “Finite Lives, Net.” In this regard, we note your
    disclosure on page 38 that you acquired assets with finite lives.

RESPONSE:
We note the Staff’s comment, and in response thereto, respectfully clarify for the Staff that we have purchased and
registered with the National Copyright Administration of PRC those copyrights. We want to further clarify that we did not obtain
or purchase copyrights from “Finite Lives, Net.” In fact, we purchased the Management Supporting System from Nanjing
Yun Xin He Software Co. Ltd., the User Office Management Software from Nanjing An Xin Yuan Software Technology Co. Ltd., and the
Multi Account Trading System from Nanjing Tai Heng Software Technology Co. Ltd. We have revised our statements on page 2, 12,
31, and 43 accordingly.

Risks
Related to Our Corporate Structure and Operation, page 21

    11.
    Consider
    including a risk factor that highlights the different voting rights of your dual- class structure and the limits on the ability
    of Class A shareholders to influence governance matters.

RESPONSE:
We note the Staff’s comment, and in response thereto, respectfully advise the Staff that we have added a risk factor
disclosure on page 21. The disclosure is reproduced below for the Staff’s convenience.

The
dual class structure of our ordinary shares has the effect of concentrating voting control with those shareholders who held our
capital stock prior to the completion of this offering, including our executive officers, employees and directors and their affiliates,
which will limit your ability to influence the outcome of important transactions, including a change in control.

Holders
of our Class A Ordinary Share are entitled to one vote at a meeting of the shareholders of the Company or on any resolution
of shareholders. Holders of our Class A Ordinary Share will vote together with holders of our Class B Ordinary Share
as a single class on all matters presented to our shareholders for their vote approval. Holders of our Class A Ordinary Share
are entitled to receive dividends when and if declared by our Board out of funds legally available therefore, subject to any statutory
or contractual restrictions on the payment of dividends. Upon dissolution or liquidation or the sale of all or substantially all
of our assets, after payment in full of all amounts required to be paid to creditors, if any, the holders of Class A Ordinary
Share will be entitled to receive pro rata our remaining assets available for distribution.

Each
holder of Class B Ordinary Share is entitled to five votes for each share of Class B Ordinary Share held of record by
such holder. Holders of our Class B Ordinary Share will vote together with holders of our Class A Ordinary Share as a single
class on all matters presented to our shareholders for their vote approval. Each Class B Ordinary Shares may not be sold, assigned,
transferred, alienated, commuted, anticipated, or otherwise disposed of, or pledged or hypothecated as collateral for a loan or
as security for the performance of any obligation, or be otherwise encumbered, and are not subject to attachment, garnishment,
execution or other legal or equitable process, and any attempt to do so shall be null and void. Additionally, Each Class B Ordinary
Share shall only be issue to the Company’s or its subsidiaries’ employees or those entities of which its principal
shareholder is an employee of the Company or its subsidiaries.

As described above, each of
our Class B Ordinary Shares has five (5) votes per share, and each of our Class A Ordinary Shares, which is the ordinary share
we are offering, has one vote per share. Because of the five-to-one voting ratio between our Class B Ordinary Shares and Class
A Ordinary Shares, after the completion of this offering, the holders of our Class B Ordinary Shares will collectively continue
to control a majority of the combined voting power of our ordinary shares and therefore be able to control all matters submitted
to our shareholders for approval even when the shares of Class B Ordinary Shares represent a minority of all outstanding shares
of our Class A Ordinary Shares and Class B Ordinary Shares. These holders of our Class B Ordinary Shares may also have interests
that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. Our directors
and executive officers beneficially own a majority of the Class A Ordinary Shares and all the Class B Ordinary Shares. Upon the
completion of this offering, assuming that 1,000,000 shares of Class A Ordinary Shares were sold, our directors and executive
officers will represent approximately 51.4% of the voting power of all of our outstanding shares. This concentrated control may
have the effect of delaying, preventing or deterring a change in control of our company, could deprive our shareholders of an
opportunity to receive a premium for their ordinary shares as part of a sales of our company and might ultimately affect the market
price of our Class A Ordinary Shares.

      3

Management’s
Discussion and Analysis of Financial Condition and Results of Operations

Liquidity
and Capital Resources, page 33

    12.
    Please
    revise the second sentence in this section to evaluate your working capital needs based on your existing cash and cash flow
    from operations, without reliance on loans from related parties from which there are no commitments.

RESPONSE:
We note the Staff’s comment, and in response thereto, respectfully advise the Staff that we have revised the statement
on page 33 to indicate that as of June 30, 2017, we have approximately $7,580,000 in our current cash account. As a result, our
current cash and cash to be generated from our operations will be sufficient to meet our working capital needs for at least the
next twelve months.

    13.
    You
    indicate that prior approval of the State Administration of Foreign Exchange is required to convert Renminbi into U.S. Dollars
    in certain circumstances. Please revise to also indicate that compliance with cer