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SEC Company Response from AGM GROUP HOLDINGS, INC. (AGMH) (CIK 0001705402) (AGMH) — May 21, 2020

AGM GROUP HOLDINGS, INC. (AGMH) (CIK 0001705402)
Date: May 21, 2020 · CIK: 0001705402 · Accession: 0001213900-20-013254

Financial Reporting Regulatory Compliance Risk Disclosure

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File numbers found in text: 333-236897

Date
May 21, 2020
Author
Wenjie Tang
Form
CORRESP
Company
AGM GROUP HOLDINGS, INC. (AGMH) (CIK 0001705402)

Letter

VIA EDGAR Office of Information Technologies and Services Attention: Jan Woo, Legal Branch Chief Amendment No. 1 to Registration Statement on Form F-3 Filed on March 19, 2020 SEC Correspondence Letter Filed on March 27, 2020 File No. 333-236897

Re: AGM Group Holdings Inc.

Dear Ms. Woo:

Set forth below is the Registrant’s response to your oral comment as communicated to our counsel on April 3, 2020 with regard to the above-referenced filing. To assist your review, the comment is reproduced in bold form and followed by the response to the comment as follows:

1. Please revise to include information on your financial statements for the fiscal year ended December 31, 2019.

RESPONSE: We note the Staff’s comment, and in response thereto, respectfully advise the Staff that we have filed the annual report on Form 20-F for the fiscal year ended December 31, 2019 (the “2019 Annual Report”) on May 15, 2020, and we have revised the registration statement to incorporate by reference the 2019 Annual Report.

2. We note the recent development disclosed on page 3 with respect to your proposed acquisition of Yushu Kingo City Real Estate Development Co., Ltd. and your response to our previous comment letter with respect to the probability of the acquisition. Please disclose the risks in connection with not completing this transaction.

RESPONSE: We note the Staff’s comment, and in response thereto, respectfully advise the Staff that we have added a risk factor disclosing the risks involving not completing the acquisition. (pg 4)

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@orllp.legal or jye@orllp.legal.

AGM Group Holdings Inc.

By: /s/ Wenjie Tang

Name: Wenjie Tang

Title: Chief Executive Officer

Show Raw Text
CORRESP
1
filename1.htm

May 21, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Office of Information Technologies and Services

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jan Woo, Legal Branch Chief

 Re: AGM Group Holdings Inc.

Amendment No. 1 to Registration Statement on Form
F-3 Filed on March 19, 2020

SEC Correspondence Letter Filed on March 27, 2020

File No. 333-236897

Dear Ms. Woo:

Set forth below is the
Registrant’s response to your oral comment as communicated to our counsel on April 3, 2020 with regard to the above-referenced
filing. To assist your review, the comment is reproduced in bold form and followed by the response to the comment as follows:

 1. Please revise to include information
                                         on your financial statements for the fiscal year ended December 31, 2019.

RESPONSE: We note the Staff’s
comment, and in response thereto, respectfully advise the Staff that we have filed the annual report on Form 20-F for the fiscal
year ended December 31, 2019 (the “2019 Annual Report”) on May 15, 2020, and we have revised the registration statement
to incorporate by reference the 2019 Annual Report.

 2. We
                                         note the recent development disclosed on page 3 with respect to your proposed acquisition
                                         of Yushu Kingo City Real Estate Development Co., Ltd. and your response to our previous
                                         comment letter with respect to the probability of the acquisition. Please disclose the
                                         risks in connection with not completing this transaction.

RESPONSE: We note the Staff’s
comment, and in response thereto, respectfully advise the Staff that we have added a risk factor disclosing the risks involving
not completing the acquisition. (pg 4)

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@orllp.legal or jye@orllp.legal.

    AGM Group Holdings Inc.

    By:
    /s/ Wenjie Tang

    Name:
    Wenjie Tang

    Title:
    Chief Executive Officer