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
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File numbers found in text: 333-236897
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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