SEC Company Response from AGM GROUP HOLDINGS, INC. (AGMH) (CIK 0001705402) (AGMH) — Nov 13, 2017
AGM GROUP HOLDINGS, INC. (AGMH) (CIK 0001705402)
Date: Nov. 13, 2017 · CIK: 0001705402 · Accession: 0001213900-17-011895
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-218020
Referenced dates: October 17, 2017
Letter
Office of Information Technologies and Services Re: AGM Group Holdings Inc. Amendment No. 5 to Registration Statement on Form F-1 Filed on October 12, 2017 File No. 333-218020
Dear Mr. Derby:
We are in receipt of your comment letter dated October 17, 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:
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 agreement 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.
RESPONSE: We note the Staff’s comment, and in response thereto, respectfully advise the Staff that we have obtained the conditional approval letter to list on the Nasdaq Capital Market by the NASDAQ Stock Market LLC. We have revised our disclosure accordingly throughout the registration statement. In addition, we have filed the executed version of the underwriting agreement as Exhibit 1.1 to this amendment.
We hope this response has addressed all of the Staff's concerns relating to the Comment Letter. 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
November 13, 2017
Via E-Mail
Matthew Derby
Staff Attorney
Office of Information Technologies and Services
U.S. Securities and Exchange Commission
Washington, D.C. 20549-4631
Re:
AGM Group Holdings Inc.
Amendment No. 5 to Registration
Statement on Form F-1
Filed on October 12, 2017
File No. 333-218020
Dear Mr. Derby:
We are in receipt of
your comment letter dated October 17, 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:
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 agreement 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.
RESPONSE: We note the
Staff’s comment, and in response thereto, respectfully advise the Staff that we
have obtained the conditional approval letter to list on the Nasdaq Capital Market by the NASDAQ Stock Market LLC. We have revised
our disclosure accordingly throughout the registration statement. In addition, we have filed the executed version of the underwriting
agreement as Exhibit 1.1 to this amendment.
We hope this response has addressed all
of the Staff's concerns relating to the Comment Letter. 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