SEC Company Response from AGM GROUP HOLDINGS, INC. (AGMH) (CIK 0001705402) (AGMH) — Sep 28, 2017
AGM GROUP HOLDINGS, INC. (AGMH) (CIK 0001705402)
Date: Sept. 28, 2017 · CIK: 0001705402 · Accession: 0001213900-17-010074
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-218020
Letter
Office of Information Technologies and Services Re: AGM Group Holdings Inc. Amendment No. 3 to Registration Statement on Form F-1 Filed September 19, 2017 File No. 333-218020
Dear Ms. Mills-Apenteng:
We are in receipt of Staff’s verbal comments on September 26, 2017 regarding the above referenced filing. As requested by the Staff, we have provided responses to the questions raised verbally by the Staff. For your convenience, the summarized matters are listed below, followed by our responses:
1. We note that you are a controlled company. Please include disclosure and risk factors that you may elect to rely on the “controlled company” exemption under the NASDAQ Capital Market rules.
RESPONSE: We note the Staff’s comment, and in response thereto, respectfully advise the Staff that we have include disclosure under “Risk Factors” and “Management” that we are a controlled company and may elect not to comply with certain corporate governance requirements, including the requirement that a majority of our directors to be independent, as defined in The NASDAQ Capital Market rules, and the requirement that our compensation and nominating and corporate governance committees consist entirely of independent directors. If we elected to rely on the “controlled company” exemption, a majority of the members of our board of directors might not be independent directors and our nominating and corporate governance and compensation committees might not consist entirely of independent directors.
We hope this response has addressed all of the Staff’s comments. Should you have additional questions regarding the information contained herein, please contact our outside securities counsel William S. Rosenstadt, Esq. or Mengyi “Jason” Ye, Esq. of Ortoli Rosenstadt LLP at wsr@ortolirosenstadt.com or jye@ortolirosenstadt.com.
AGM Group Holdings Inc.
By: /s/ Wenjie Tang
Name: Wenjie Tang
Title: Chief Executive Officer
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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
September 28, 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.
Amendment No. 3 to Registration
Statement on Form F-1
Filed September 19, 2017
File No. 333-218020
Dear Ms. Mills-Apenteng:
We are in receipt of
Staff’s verbal comments on September 26, 2017 regarding the above referenced filing. As requested by the Staff, we have provided
responses to the questions raised verbally by the Staff. For your convenience, the summarized matters are listed below, followed
by our responses:
1.
We note that you are a controlled company. Please include disclosure and risk factors that you may elect to rely on the “controlled company” exemption under the NASDAQ Capital Market rules.
RESPONSE: We note the
Staff’s comment, and in response thereto, respectfully advise the Staff that we
have include disclosure under “Risk Factors” and “Management” that we are a controlled company and
may elect not to comply with certain corporate governance requirements, including the requirement that a majority of our directors
to be independent, as defined in The NASDAQ Capital Market rules, and the requirement that our compensation and nominating and
corporate governance committees consist entirely of independent directors. If we elected to rely on the “controlled company”
exemption, a majority of the members of our board of directors might not be independent directors and our nominating and corporate
governance and compensation committees might not consist entirely of independent directors.
We hope this response
has addressed all of the Staff’s comments. Should you have additional questions regarding the information contained herein, please
contact our outside securities counsel William S. Rosenstadt, Esq. or Mengyi “Jason” Ye, Esq. of Ortoli Rosenstadt LLP
at wsr@ortolirosenstadt.com or jye@ortolirosenstadt.com.
AGM Group Holdings Inc.
By:
/s/ Wenjie Tang
Name:
Wenjie Tang
Title:
Chief Executive Officer