SecProbe.io

CORRESP
 1
 filename1.htm

 February 11, 2026

 Via EDGAR

 Mr. Mitchell Austin

 Division of Corporation Finance

 Office of Technology

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: AGM Group Holdings Inc.

 Registration Statement on Form F-1

 Filed January 29, 2026

 File No. 333-293029

 Dear team,

 Pursuant to Rule 461 of the
General Rules and Regulations of the United States Securities and Exchange Commission (the "Commission") promulgated under
the Securities Act of 1933, as amended, AGM Group Holdings Inc. (the "Company") hereby respectfully requests that the effectiveness
of the above-referenced Registration Statement on Form F-1, File No. 333- 293029, be accelerated by the Commission so that it will become
effective at 4:00 p.m., Eastern Time, on February 13, 2026 , or as soon thereafter as practicable, unless the Company notifies
you otherwise prior to such time.

 [Signature page follows]

 Yours Sincerely

 AGM Group Holdings Inc.

 By:
 /s/ Bo Zhu

 Name:
 Bo Zhu

 Title:
 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 February 10, 2026

Bo Zhu
Chief Executive Officer
AGM GROUP HOLDINGS, INC.
Unit 2212, 22/F, CC Wu Building
302-308 Hennessy Road
Wanchai, Hong Kong

 Re: AGM GROUP HOLDINGS, INC.
 Registration Statement on Form F-1
 Filed January 29, 2026
 File No. 333-293029
Dear Bo Zhu:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Mitchell Austin at 202-551-3574 or Jan Woo at
202-551-3453 with any
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Jasmine Li
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 January
21, 2026

 Via
EDGAR

 Mr.
Matthew Derby

 Division
of Corporation Finance

 Office
of Technology

 Securities
and Exchange Commission

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 AGM Group Holdings Inc.

 Registration
Statement on Form F-3

 Filed
January 14, 2026

 File
No. 333-292730

 Dear
team,

 Pursuant
to Rule 461 of the General Rules and Regulations of the United States Securities and Exchange Commission (the "Commission")
promulgated under the Securities Act of 1933, as amended, AGM Group Holdings Inc. (the "Company") hereby respectfully requests
that the effectiveness of the above-referenced Registration Statement on Form F-3, File No. 333-292730, be accelerated by the Commission
so that it will become effective at 4:00 p.m., Eastern Time, on January 23, 2026 , or as soon thereafter as practicable,
unless the Company notifies you otherwise prior to such time.

 Please
contact Ms. Jasmine M. Li of Tsinglaw NY LLP at limo@tsinglaw.com with any questions you may have.

 [Signature
page follows]

 Yours
 Sincerely

 AGM
 Group Holdings Inc.

 By:

 /s/
 Bo Zhu

 Name:

 Bo
 Zhu

 Title:

 Chief
 Executive Officer

 Cc:

 Jasmine
 M. Li

 Tsinglaw
 NY LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 January 16, 2026

Bo Zhu
Chief Executive Officer
AGM GROUP HOLDINGS, INC.
Unit 2212, 22/F, CC Wu Building
302-308 Hennessy Road
Wanchai, Hong Kong

 Re: AGM GROUP HOLDINGS, INC.
 Registration Statement on Form F-3
 Filed January 14, 2026
 File No. 333-292730
Dear Bo Zhu:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Matthew Derby at 202-551-3334 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 December 17, 2025

 Via EDGAR

 Division of Corporation Finance

 Office of Technology

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: AGM Group Holdings Inc.

 Registration Statement on Form F-1

 Filed October 20, 2025

 File No. 333-290977

 Dear team,

 Pursuant to Rule 461 of the
General Rules and Regulations of the United States Securities and Exchange Commission (the "Commission") promulgated under
the Securities Act of 1933, as amended, AGM Group Holdings Inc. (the "Company") hereby respectfully requests that the effectiveness
of the above-referenced Registration Statement on Form F-1, File No. 333-290977, be accelerated by the Commission so that it will become
effective at 4:00 p.m., Eastern Time, on December 17 , 2025, or as soon thereafter as practicable, unless the Company notifies
you otherwise prior to such time.

 Please contact Ms. Jasmine
M. Li of Tsinglaw NY LLP at + 86 17317123732 or limo@tsinglaw.com with any questions you may have. Your notification to Ms. Li will be
much appreciated when this request for acceleration has been granted.

 [Signature page follows]

 Yours Sincerely

 AGM Group Holdings Inc.

 By:
 /s/ Bo Zhu

 Name:
 Bo Zhu

 Title:
 Chief Executive Officer and Director

 Cc:
 Jasmine M. Li

 Tsinglaw NY LLP

CORRESP
 1
 filename1.htm

 December 16, 2025

 Via EDGAR

 Division of Corporation Finance

 Office of Technology

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: AGM Group Holdings Inc.

 Registration Statement on Form F-1

 Filed October 20, 2025

 File No. 333-290977

 Dear team,

 Pursuant to Rule 461 of the
General Rules and Regulations of the United States Securities and Exchange Commission (the "Commission") promulgated under
the Securities Act of 1933, as amended, AGM Group Holdings Inc. (the "Company") hereby respectfully requests that the effectiveness
of the above-referenced Registration Statement on Form F-1, File No. 333-290977, be accelerated by the Commission so that it will become
effective at 4:00 p.m., Eastern Time, on December 18, 2025, or as soon thereafter as practicable, unless the Company notifies you otherwise
prior to such time.

 Please contact Jasmine M. Li
of Tsinglaw NY LLP at + 86 17317123732 or limo@tsinglaw.com with any questions you may have. Your notification to Ms. Li will be much
appreciated when this request for acceleration has been granted.

 [Signature page follows]

 Yours Sincerely

 AGM Group Holdings Inc.

 By:
 /s/ Bo Zhu

 Name:
 Bo Zhu

 Title:
 Chief Executive Officer and Director

 Cc:
 Jasmine M. Li

 Tsinglaw NY LLP

CORRESP
1
filename1.htm

AGM Group Holdings Inc.

c/o Creative Consultants (Hong Kong) Limited

Room 1502-3 15/F., Connaught Commercial Building,
185 Wanchai Road

Wanchai, Hong Kong

February 28, 2025

VIA EDGAR

Division of Corporation Finance

Office of Technology

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:
    AGM Group Holdings, Inc.

    Registration Statement on Form F-1, as amended (File No. 333-282420)

    Request for Acceleration of Effectiveness

Ladies and Gentlemen:

In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, AGM Group Holdings, Inc. hereby requests acceleration
of the effectiveness of the above-referenced Registration Statement on Form F-1, as amended, so that such Registration Statement
will become effective at 5:00 p.m., Eastern Time, on February 28, 2025, or as soon thereafter as practicable.

The Company understands that
the Commission will consider this request for acceleration of the effective date of the Registration Statement as a confirmation of the
fact that the Company is aware of its responsibilities under the Securities Act as they relate to the proposed public offering of the
securities specified in the Registration Statement.

    Very truly yours,

    AGM Group Holdings, Inc.

    By:
    /s/ Bo Zhu

    Name:
    Bo Zhu

    Title:
    Chief Executive Officer, Chief Strategy Officer and Director

CORRESP
1
filename1.htm

AGM Group Holdings Inc.

c/o Creative Consultants (Hong Kong) Limited

Room 1502-3 15/F., Connaught Commercial Building,
185 Wanchai Road

Wanchai, Hong Kong

+86-010-65020507

January 29, 2025

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, NE

Washington, D.C., 20549

Attn: Jeff Kauten

    Re:
    AGM Group Holdings Inc.

Withdrawal of Acceleration Request - Registration Statement on Form F-1 (File No. 333-282420)

Dear Mr. Kauten:

Reference is made to our letter, filed as
correspondence via EDGAR on January 27, 2025, in which we requested the acceleration of the effective date of the above-referenced Registration
Statement for 5:00 p.m., Eastern Time, on January 29, 2025, in accordance with Rule 461 under the Securities Act of 1933, as amended.
We are no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request
for acceleration of the effective date.

    Sincerely yours,

    AGM Group Holdings, Inc.

    By:
    /s/ Bo Zhu

    Bo Zhu

    Chief Executive Officer

CORRESP
1
filename1.htm

AGM Group Holdings, Inc.

January 27, 2025

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, NE

Washington, D.C., 20549

Attn: Jeff Kauten

    Re:
    AGM Group Holdings, Inc.

    Registration Statement on Form F-1, as amended (File No. 333-282420)

    Request for Acceleration of Effectiveness

Ladies and Gentlemen:

In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, AGM Group Holdings, Inc. hereby requests acceleration
of the effectiveness of the above-referenced Registration Statement on Form F-1, as amended, so that such Registration Statement
will become effective at 5:00 p.m., Eastern Time, on January 29, 2025, or as soon thereafter as practicable.

The Company understands that the
Commission will consider this request for acceleration of the effective date of the Registration Statement as a confirmation of the fact
that the Company is aware of its responsibilities under the Securities Act as they relate to the proposed public offering of the securities
specified in the Registration Statement.

    Very truly yours,

    AGM Group Holdings, Inc.

    By:
    /s/ Bo Zhu

    Name:
    Bo Zhu

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

AGM Group Holdings, Inc.

Room 1502-3 15/F. Connaught Commercial Building

185 Wanchai Road

Wanchai, Hong Kong

November 27, 2024

VIA EDGAR

Division of Corporation Finance

Office of Technology

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

Attention: Lauren Pierce

  Jeff Kauten

Re: AGM Group Holdings, Inc.

Registration Statement on Form F-1 (the “Registration Statement”)

Filed September 30, 2024

File No. 333-282420

Ms. Lauren and Mr. Jeff:

We are in receipt of the comment letter dated
October 17, 2024, regarding AGM Group Holdings, Inc. (the “Company,”
“AGM,” or “we”) from the U.S. Securities and Exchange Commission staff (the “Staff”). An Amendment
No.1 to the Registration Statement is being filed to accompany this letter. As requested by the Staff, we have provided
a response to the question raised by the Staff. For your convenience, the summarized matter is listed below, followed by our response:

Registration Statement on Form F-1

Business, page 56

 1. We note that your disclosure in your Annual Report on Form
20-F for the year ended December 31, 2023, indicates that your offerings currently include foreign exchange and futures trading platforms.
Please revise to disclose clearly whether you still offer these services outside of China. If so, please tell us whether foreign exchange
and futures are sold to persons in the United States and what types of securities are sold on the futures platform.

RESPONSE: We note the
Staff’s comment, and, in response hereto, respectfully advise the Staff that we have ceased all operations of the foreign
exchange and futures trading services and the platform. Despite efforts to grow the business, we had never generated any revenue
from this operation in fiscal year ended December 31, 2023, 2022 or 2021 or subsequent periods, either were the services offered or
sold to any persons in the United States. The disclosure regarding our business in the Registration Statement is correct. We believe
the clerical error in the Annual Report on Form 20-F to state that the operations were still ongoing is immaterial because Item 5.
Operating and Financial Review and Prospects and Item 18. Financial Statements (including footnotes hereto) correctly disclosed that
we derive revenue from the sales of cryptocurrency mining machines and standardized computing equipment.

We hope this response has addressed 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@orllp.legal
or jye@orllp.legal.

    Very truly
    yours,

    By:
    /s/
    Bo Zhu

    Name:
    Bo Zhu

    Title:
    Chief Executive Officer

October 17, 2024
Bo Zhu
Chief Executive Officer
AGM Group Holdings, Inc.
Room 1502-3 15/F., Connaught Commercial Building, 185 Wanchai Road
Wanchai, Hong Kong
Re:AGM Group Holdings, Inc.
Registration Statement on Form F-1
Filed September 30, 2024
File No. 333-282420
Dear Bo Zhu:
            We have conducted a limited review of your registration statement and have the
following comment.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form F-1
Business, page 56
1.We note that your disclosure in your Annual Report on Form 20-F for the year ended
December 31, 2023 indicates that your offerings currently include foreign exchange
and futures trading platforms. Please revise to disclose clearly whether you still offer
these services outside of China. If so, please tell us whether foreign exchange and
futures are sold to persons in the United States and what types of securities are sold on
the futures platform.

October 17, 2024
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rule 461 regarding requests for acceleration. Please allow adequate time for
us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Lauren Pierce at 202-551-3887 or Jeff Kauten at 202-551-3447 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Grace Bai

CORRESP
1
filename1.htm

AGM Group Holdings Inc.

c/o Creative Consultants (Hong Kong) Limited

Room 1502-3 15/F., Connaught Commercial Building,
185 Wanchai Road

Wanchai, Hong Kong

+86-010-65020507

June 6, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Technology

100 F. Street, N.E.

Washington, D.C. 20549

    Re:

    AGM Group Holdings Inc. (the “Company)

    Registration Statement on Form F-3

    File No. 333-262107 (the “Registration Statement”)

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act
of 1933, as amended, the undersigned respectfully requests that the effective date for the Registration Statement referred to above be
accelerated so that it will be declared effective at 10:00 a.m. on June 8, 2022, or as soon thereafter as is practicable.

If there is any change in the acceleration request
set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration
of the effectiveness of the Registration Statements in accordance with Rule 461. The request may be made by an executive officer of the
Company or by any attorney from the Company’s U.S. counsel, Ortoli Rosenstadt LLP.

The Company acknowledges that:

    ●
    should the Commission or the staff, acting pursuant to delegated authority, declares the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

    ●
    the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    ●
    the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    Very truly yours,

    AGM Group Holdings Inc.

    By:
    /s/ Wenjie Tang

    Name: Wenjie Tang

Title: Co-Chief Executive Officer

CORRESP
1
filename1.htm

    AGM
    Group Holdings Inc.

    c/o
    Creative Consultants (Hong Kong) Limited

    Room
    1502-3 15/F., Connaught Commercial Building, 185 Wanchai Road

    Wanchai,
    Hong Kong

May 20, 2022

Via
Electronic Mail

Austin
Pattan

Division
of Corporation Finance

Office
of Technology

U.S.
Securities Exchange Commission

    Re:
    AGM
    Group Holdings Inc. (the “Company”)

    Amendment
    No. 3 to Registration Statement on Form F-3

    Filed
    January 27, 2022

    File
    No. 333-262107

Dear
Mr. Pattan:

This
letter is in response to the letter dated March 31, 2022 from the staff (the “Staff”) of the U.S. Securities Exchange Commission
(“SEC”) addressed to AGM Group Holdings Inc. (the “Company”, “we”, and “our”). For ease
of reference, we have recited SEC’s comments in this response and numbered them accordingly. An amended registration statement
on Form F-3 (the “Amendment No. 4 to Registration Statement”) is being submitted to accompany this letter.

Amendment
No. 3 to Registration Statement on Form F-3

Cover
Page

    1.
    Please
    disclose whether you have cash management policies and procedures that dictate how funds are transferred, and if so, describe these
    policies and procedures. Please include corresponding disclosure in the prospectus summary.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have revised the cover page in the Amendment No. 4 to Registration Statement
to disclose that we have not installed any cash management policies that dictate the amount of such funds and how such funds are transferred.
We have also included corresponding disclosure in the prospectus summary on page 8.

    2.
    We
    note your cover page disclosure about the Holding Foreign Companies Accountable Act. Please expand this discussion and your risk
    factor summary discussion to disclose that the United States Senate has passed the Accelerating Holding Foreign Companies Accountable
    Act and trading of your securities may be prohibited under either of these acts and include a specific cross-reference to a longer
    risk factor discussion of the impacts of the HFCAA and Accelerating HFCAA.

RESPONSE:
We note the Staff’s comment, and in response thereto, respectfully advise the Staff that we have expanded the discussion about
the Accelerating Holding Foreign Companies Accountable Act and that trading of our securities may be prohibited under either of these
acts. We have also included cross-reference to the risk factor discussing the impacts of the HFCAA and Accelerating HFCAA.

Our
Company, page 1

    3.
    Early
    in the prospectus summary please provide a diagram of the company's corporate structure that identifies the person or entity that
    owns the equity in each depicted entity.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have added the diagram of corporate structure on page 2. We further advise
the Staff that since the Company does not adopt a VIE structure and is a 100% direct holding structure, each depicted entity in the diagram
in the Company’s corporate structure has disclosed the entity that owns the equity in the said entity.

    4.
    We
    note your determination that you are not required to obtain permissions from Chinese authorities to operate your business. Please
    provide a basis for this conclusion. If you relied on the opinion of legal counsel, identify that counsel and file a corresponding
    consent. If you did not rely on the opinion of legal counsel to reach this determine, please disclose this and the reasons you did
    not rely on counsel. Finally, expand your discussion of the consequences to you and your investors if you inadvertently conclude
    that such permissions or approvals are not required.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have provided basis for our determination that we are not required to rely
on counsel or obtain permission from Chinese authorities to operate our business on page 10. We have also expanded our discussion
of the consequences to the Company and the investors if we inadvertently conclude that such permissions or approvals are not required
on page 10.

    5.
    In several instances,
    we note that your cross references do not refer to the specific more detailed risk factors in question. Please revise here, and throughout,
    to ensure that all cross-references are specific and accurate.

RESPONSE:
We note the Staff’s comment, and in response thereto, respectfully advise the Staff that we have revised each cross reference
in this section to refer to the specific more detailed risk factor in question and ensured that all cross-references are specific and
accurate.

Risk
Factors, page 10

    6.
    We note that one or
    more of your officers or directors are located in China. Please revise to include risk factor disclosure to address the difficulty
    of bringing actions against these individuals and enforcing judgments against them and include a cross-reference to the enforcement
    of civil liabilities section.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have included a risk factor entitled “You may have difficulty
enforcing judgments obtained against us” on page 16 of the 2021 Annual Report, which is incorporated herein by reference, to
address the difficulty of bringing actions against, and enforcing judgments against us and our directors, and included a cross-reference
in the enforcement of civil liabilities section.

    7.
    Given the Chinese government’s
    significant oversight and discretion over the conduct of your business, please revise to highlight separately the risk that the Chinese
    government may intervene or influence your operations at any time, which could result in a material change in your operations and/or
    the value of the securities you are registering.

RESPONSE: We respectfully advise the Staff
that this risk factor has been incorporated by reference from the 2021 Annual Report titled “The Chinese government exerts substantial
influence over the manner in which we must conduct our business activities and may intervene or influence our operations at any time with
little advance notice, which could result in a material change in our operations and the value of our Class A Ordinary Shares.”

    2

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 securities counsel William S. Rosenstadt, Esq., Jason Ye, Esq. or Yarona
Yieh, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal, jye@orllp.legal or yly@orllp.legal.

    AGM Group Holdings Inc.

    /s/
    Wenjie Tang

    Name:
    Wenjie Tang

    Title:
    Co-Chief Executive Officer

3

United States securities and exchange commission logo
March 31, 2022
Wenjie Tang
Chief Executive Officer
AGM Group Holdings, Inc.
Room 1502-3 15/F., Connaught Commercial Building,
185 Wanchai Road
Wanchai, Hong Kong
Re:AGM Group Holdings, Inc.
Amendment No. 3 to Registration Statement on Form F-3
Filed March 4, 2022
File No. 333-262107
Dear Mr. Tang:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our February 28, 2022 letter.
Amendment No. 3 to Registration Statement on Form F-3
Cover Page
1.Please disclose whether you have cash management policies and procedures that dictate
how funds are transferred, and if so, describe these policies and procedures.  Please
include corresponding disclosure in the prospectus summary.
2.We note your cover page disclosure about the Holding Foreign Companies Accountable
Act.  Please expand this discussion and your risk factor summary discussion to disclose
that the United States Senate has passed the Accelerating Holding Foreign Companies
Accountable Act and trading of your securities may be prohibited under either of these

 FirstName LastNameWenjie Tang
 Comapany NameAGM Group Holdings, Inc.
 March 31, 2022 Page 2
 FirstName LastName
Wenjie Tang
AGM Group Holdings, Inc.
March 31, 2022
Page 2
acts and include a specific cross-reference to a longer risk factor discussion of the impacts
of the HFCAA and Accelerating HFCAA.
Our Company, page 1
3.Early in the prospectus summary please provide a diagram of the company's corporate
structure that identifies the person or entity that owns the equity in each depicted entity.
4.We note your determination that you are not required to obtain permissions from Chinese
authorities to operate your business. Please provide a basis for this conclusion. If you
relied on the opinion of legal counsel, identify that counsel and file a corresponding
consent.  If you did not rely on the opinion of legal counsel to reach this determine, please
disclose this and the reasons you did not rely on counsel. Finally, expand your discussion
of the consequences to you and your investors if you inadvertently conclude that such
permissions or approvals are not required.
5.In several instances, we note that your cross references do not refer to the specific more
detailed risk factors in question. Please revise here, and throughout, to ensure that all
cross-references are specific and accurate.
Risk Factors, page 10
6.We note that one or more of your officers or directors are located in China.  Please revise
to include risk factor disclosure to address the difficulty of bringing actions against these
individuals and enforcing judgments against them and include a cross-reference to the
enforcement of civil liabilities section.
7.Given the Chinese government’s significant oversight and discretion over the conduct of
your business, please revise to highlight separately the risk that the Chinese government
may intervene or influence your operations at any time, which could result in a material
change in your operations and/or the value of the securities you are registering.

            Please contact Austin Pattan, Staff Attorney, at (202) 551-6756 or Jeff Kauten, Staff
Attorney, at (202) 551-3447 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Yarona L. Yieh

CORRESP
1
filename1.htm

    AGM Group Holdings Inc.

    c/o Creative Consultants (Hong Kong) Limited

    Room 1502-3 15/F., Connaught Commercial Building,
    185 Wanchai Road

    Wanchai, Hong Kong

March 4, 2022

Via Electronic Mail

Austin Pattan

Division of Corporation Finance

Office of Technology

U.S. Securities Exchange Commission

    Re:

    AGM Group Holdings Inc. (the “Company”)

    Amendment No. 2 to Registration Statement on
    Form F-3

    Filed January 27, 2022

    File No. 333-262107

Dear Mr. Pattan:

This letter is in response to the letter dated
February 28, 2022 from the staff (the “Staff”) of U.S. Securities Exchange Commission (“SEC”) addressed to AGM
Group Holdings Inc. (the “Company”, “we”, and “our”). For ease of reference, we have recited SEC’s
comments in this response and numbered them accordingly.

Amendment No. 2 to Registration Statement on
Form F-3

Cover Page

    1.
    We are unable to locate responsive disclosure to our prior comment 2. Please refer to that comment and include a discussion of legal and operational risks associated with being based in or having the majority of the company’s operations in China in your prospectus summary.

RESPONSE: We respectfully advise the
Staff we have added the disclosure regarding legal and operational risks associated with being based in China in the prospectus
summary section on page 6 under the heading “Legal and Operational Risks of Operating in the PRC”.

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 securities counsel William S. Rosenstadt, Esq., Jason Ye, Esq. or Yarona Yieh, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal,
jye@orllp.legal or yly@orllp.legal.

    AGM Group Holdings Inc.

    /s/ Wenjie Tang

    Name:
    Wenjie Tang

    Title:
    Co-Chief Executive Officer

United States securities and exchange commission logo
February 28, 2022
Wenjie Tang
Chief Executive Officer
AGM Group Holdings, Inc.
Room 1502-3 15/F., Connaught Commercial Building,
185 Wanchai Road
Wanchai, Hong Kong
Re:AGM Group Holdings, Inc.
Amendment No. 2 to Registration Statement on Form F-3
Filed February 14, 2022
File No. 333-262107
Dear Mr. Tang:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our February 1, 2022 letter.
Amendment No. 2 to Registration Statement on Form S-3
Our Company, page 1
1.We are unable to locate responsive disclosure to our prior comment 2. Please refer to that
comment and include a discussion of legal and operational risks associated with being
based in or having the majority of the company’s operations in China in your prospectus
summary.

 FirstName LastNameWenjie Tang
 Comapany NameAGM Group Holdings, Inc.
 February 28, 2022 Page 2
 FirstName LastName
Wenjie Tang
AGM Group Holdings, Inc.
February 28, 2022
Page 2
             Please contact Austin Pattan, Staff Attorney, at (202) 551-6756 or Jeff Kauten, Staff
Attorney, at (202) 551-3447 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Yarona L. Yieh

CORRESP
1
filename1.htm

    AGM Group Holdings Inc.

    c/o Creative Consultants (Hong Kong) Limited

    Room 1502-3 15/F., Connaught Commercial Building,
    185 Wanchai Road

    Wanchai, Hong Kong

February 14, 2022

Via Electronic Mail

Austin Pattan

Division of Corporation Finance

Office of Technology

U.S. Securities Exchange Commission

    Re:

    AGM Group Holdings Inc. (the “Company”)

    Amendment No. 1 to Registration Statement on
    Form F-3

    Filed January 27, 2022

    File No. 333-262107

Dear Mr. Pattan:

This letter is in response to the letter dated
February 1, 2022 from the staff (the “Staff”) of U.S. Securities Exchange Commission (“SEC”) addressed to AGM
Group Holdings Inc. (the “Company”, “we”, and “our”). For ease of reference, we have recited SEC’s
comments in this response and numbered them accordingly.

Amendment No. 1 to Registration Statement on
Form F-3 filed January 27, 2022

Cover Page

    1.
    Provide a description of how cash is transferred through your organization and disclose your intentions to distribute earnings. State whether any transfers, dividends, or distributions have been made to date between the holding company, its subsidiaries, and to investors, and quantify the amounts where applicable. Provide cross-references to the condensed consolidating schedule and the consolidated financial statements.

RESPONSE: We respectfully advise the Staff
we have added additional disclosure on the cover page of how cash is transferred through our organization and there have not been any
such dividends or other distributions among our subsidiaries, and we have no intentions to distribute earnings. See paragraph starting
with “Our equity structure is a direct holding structure. Within our direct holding structure, the cross-border transfer of funds
within our corporate entities is legal and compliant with the laws and regulations of the PRC. After the foreign investors’ funds
enter AGM, the funds can be directly transferred to the PRC operating companies through its subsidiaries……” Since
the Company does not have a VIE structure, we believe that we are not required to provide cross-references to the condensed consolidating
schedule and the consolidated financial statements per the Sample Letter to China-Based Companies issued by the SEC in December 2021.

Our Company, page 1

    2.
    We note your disclosure on the cover page regarding the legal and operational risks associated with being based in or having the majority of the company’s operations in China. Please include a discussion of the risks highlighted on the prospectus cover page in this section.

RESPONSE: We respectfully advise the Staff
that the Company we have highlighted the legal and operational risks associated with being based in or having the majority of the Company’s
operations in China. See paragraph starting with “Because our operations are primarily located in the PRC and Hong Kong through
our subsidiaries, we are subject to certain legal and operational risks associated with our operations in China…”

PRC Regulatory Permissions, page 8

    3.
    We note your response to prior comment 1. Your discussion regarding obtaining permission or approval in connection with the VIEs’ operations in this section is inconsistent with your disclosure elsewhere in the filing that you do not conduct any operations through contractual arrangements with a variable interest entity based in China. Please advise or revise.

RESPONSE: We respectfully advise the Staff
that the Company has revised the disclosure on page 8 to be consistent with the rest of the filing.

Risk Factors

Risks Related to Doing Business in China, page
15

    4.
    In light of recent events indicating greater oversight by the Cyberspace Administration of China (CAC) over data security, particularly for companies seeking to list on a foreign exchange, please revise your disclosure to explain how this oversight impacts your business and your offering and to what extent you believe that you are compliant with the regulations or policies that have been issued by the CAC to date.

RESPONSE: We respectfully advise the Staff
that the Company has disclosed in the risk factor on page 17 regarding the oversight by the CAC. See Risk Factors – Risks Related
to Doing Business in China – We may become subject to a variety of laws and regulations in the PRC regarding privacy, data security,
cybersecurity, and data protection. We may be liable for improper use or appropriation of personal information provided by our customers.

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 securities counsel William S. Rosenstadt, Esq., Jason Ye, Esq. or Yarona Yieh, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal,
jye@orllp.legal or yly@orllp.legal.

    AGM Group Holdings Inc.

    /s/
    Wenjie Tang

    Name:
    Wenjie Tang

    Title:
    Co-Chief Executive Officer

United States securities and exchange commission logo
February 1, 2022
Wenjie Tang
Chief Executive Officer
AGM Group Holdings, Inc.
Room 1502-3 15/F., Connaught Commercial Building,
185 Wanchai Road
Wanchai, Hong Kong
Re:AGM Group Holdings, Inc.
Amendment No. 1 to Registration Statement on Form F-3
Filed January 27, 2022
File No. 333-262107
Dear Mr. Tang:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our January 25, 2021 letter.
Amendment No. 1 to Registration Statement on Form F-3
Cover Page
1.Provide a description of how cash is transferred through your organization and disclose
your intentions to distribute earnings. State whether any transfers, dividends, or
distributions have been made to date between the holding company, its subsidiaries, and to
investors, and quantify the amounts where applicable. Provide cross-references to the
condensed consolidating schedule and the consolidated financial statements.

 FirstName LastNameWenjie Tang
 Comapany NameAGM Group Holdings, Inc.
 February 1, 2022 Page 2
 FirstName LastName
Wenjie Tang
AGM Group Holdings, Inc.
February 1, 2022
Page 2
Our Company, page 1
2.We note your disclosure on the cover page regarding the legal and operational risks
associated with being based in or having the majority of the company’s operations in
China.  Please include a discussion of the risks highlighted on the prospectus cover page
in this section.
PRC Regulatory Permissions, page 8
3.We note your response to prior comment 1.  Your discussion regarding
obtaining permission or approval in connection with the VIEs’ operations in this section is
inconsistent with your disclosure elsewhere in the filing that you do not conduct any
operations through contractual arrangements with a variable interest entity based in
China.  Please advise or revise.
Risk Factors
Risks Related to Doing Business in China, page 15
4.In light of recent events indicating greater oversight by the Cyberspace Administration of
China (CAC) over data security, particularly for companies seeking to list on a foreign
exchange, please revise your disclosure to explain how this oversight impacts your
business and your offering and to what extent you believe that you are compliant with the
regulations or policies that have been issued by the CAC to date.
            Please contact Austin Pattan, Staff Attorney, at (202) 551-6756 or Jeff Kauten, Staff
Attorney, at (202) 551-3447 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Yarona L. Yieh

CORRESP
1
filename1.htm

    AGM
                                            Group Holdings Inc.

    c/o
    Creative Consultants (Hong Kong) Limited

    Room
    1502-3 15/F., Connaught Commercial Building, 185 Wanchai Road

    Wanchai,
    Hong Kong

January
27, 2022

Via
Electronic Mail

Austin
Pattan

Division
of Corporation Finance

Office
of Technology

U.S.
Securities Exchange Commission

    Re:
    AGM
    Group Holdings Inc. (the “Company”)

Dear
Mr. Pattan:

This
letter is in response to the letter dated January 25, 2022 from the staff (the “Staff”) of U.S. Securities Exchange Commission
(“SEC”) addressed to AGM Group Holdings Inc. (the “Company”, “we”, and “our”). For ease
of reference, we have recited SEC’s comments in this response and numbered them accordingly.

Registration
Statement on Form F-3 filed January 11, 2022

General

    1.
    Please
    disclose whether you or your Chinese subsidiaries conduct any operations through contractual arrangements with a variable interest
    entity based in China. If so, please review the Sample Letter to China-Based Companies on our website and make any necessary revisions.

RESPONSE:
We respectfully advise the Staff that neither we nor our Chinese subsidiaries conduct any operations through contractual arrangements
with a variable interest entity based in China and disclosed as such on the cover page as well as on page 15.

    2.

    We
    note your risk factor disclosure, beginning on page 11, regarding the future regulation of bitcoin having a potentially negative
    impact on the bitcoins you mine or otherwise acquire. Please tell us whether the company mines or intends to mine bitcoin or any
    other digital assets. Additionally, please tell us whether the company intends to buy, sell, hold, or accept bitcoin or any other
    digital assets as payment.

RESPONSE:
We respectfully advise the Staff that the Company and its subsidiaries do not intend to mine bitcoin or any other digital assets,
or buy, sell, hold, or accept bitcoin or any other digital assets as payment. The Company only intends to sell mining machine, but does
not conduct any mining activities, and we have revised the risk factor disclosure accordingly.

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 securities counsel William S. Rosenstadt, Esq., Jason Ye, Esq. or Yarona
Yieh, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal, jye@orllp.legal or yly@orllp.legal.

    AGM
    Group Holdings Inc.

    /s/
    Wenjie Tang

    Name:

    Wenjie
    Tang

    Title:

    Co-Chief
    Executive Officer

United States securities and exchange commission logo
January 25, 2022
Wenjie Tang
Chief Executive Officer
AGM Group Holdings, Inc.
Room 1502-3 15/F., Connaught Commercial Building,
185 Wanchai Road
Wanchai, Hong Kong
Re:AGM Group Holdings, Inc.
Registration Statement on Form F-3
Filed January 11, 2022
File No. 333-262107
Dear Mr. Tang:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-3 filed January 11, 2022
General
1.Please disclose whether you or your Chinese subsidiaries conduct any operations through
contractual arrangements with a variable interest entity based in China. If so, please
review the Sample Letter to China-Based Companies on our website and make any
necessary revisions.
2.We note your risk factor disclosure, beginning on page 11, regarding the future regulation
of bitcoin having a potentially negative impact on the bitcoins you mine or otherwise
acquire. Please tell us whether the company mines or intends to mine bitcoin or any other
digital assets. Additionally, please tell us whether the company intends to buy, sell, hold,

 FirstName LastNameWenjie Tang
 Comapany NameAGM Group Holdings, Inc.
 January 25, 2022 Page 2
 FirstName LastName
Wenjie Tang
AGM Group Holdings, Inc.
January 25, 2022
Page 2
or accept bitcoin or any other digital assets as payment.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Austin Pattan, Staff Attorney, at (202) 551-6756 or Jeff Kauten, Staff
Attorney, at (202) 551-3447 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Yarona L. Yieh

CORRESP
1
filename1.htm

c/o Creative Consultants (Hong Kong) Limited

Room 1502-3 15/F., Connaught Commercial Building,
185 Wanchai Road

Wanchai, Hong Kong

May 26, 2020

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

    Re:

    AGM Group Holdings Inc. (the “Company)

    Registration Statement on Form F-3

    File No. 333-236897 (the “Registration Statement”)

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities
Act of 1933, as amended, the undersigned respectfully requests that the effective date for the Registration Statement referred
to above be accelerated so that it will be declared effective at 3:00 pm on Thursday, May 28, 2020, or as soon thereafter as is
practicable.

If there is any change in the acceleration
request set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request
of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461. The request may be made by an
executive officer of the Company or by any attorney from the Company’s U.S. counsel, Ortoli Rosenstadt LLP.

The Company acknowledges that:

    ●
    should the Commission or the staff, acting pursuant to delegated authority, declares the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

    ●
    the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    ●
    the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    Very truly yours,

    AGM Group Holdings Inc.

    By:
    /s/ Wenjie Tang

    Name:
    Wenjie Tang

    Title:
    Chief Executive Officer

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

CORRESP
1
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        AGM Group Holdings Inc.

        c/o Creative Consultants (Hong Kong) Limited

        Room 1502-3 15/F., Connaught Commercial
        Building

        185 Wanchai Road

        Wanchai, Hong Kong

March 27, 2020

VIA E-MAIL

Division of Corporation Finance

Officer of Technology

U.S. Securities and Exchange Commission

Washington, D.C. 20549-4631

Attn: Jan Woo, Legal Branch Chief

 Re: AGM
Group Holdings Inc.

Amendment No. 1 to Registration
Statement on Form F-3

Submitted March 19, 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 March 24, 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.

Please tell us whether the
potential acquisition of Yushu Kingo City Real Estate Development Co., Ltd. (1) would be significant within the meaning of the
tests set forth in Rule 1-02(w) of Regulation S-X; and (2) would be considered a “probable” acquisition under Rule
3-05 of Regulation S-X. Please address the need to provide financial statements in accordance with Article 3-05 of Regulation S-X
for probable acquisitions.

Response:

In considering whether financial statements would be required for
the potential acquisition of Yushu Kingo City Real Estate Development Co., Ltd. (the “Potential Acquisition”), the
Registrant considered both (1) whether the Potential Acquisition is “probable” within the meaning of Financial Reporting
Manual (“FRM”) Section 2005.4. and if so, (2) whether the Potential Acquisition would be significant within the meaning
of the tests set forth in Rule 1-02(w) of Regulation S-X.

    1

Analysis
under the “Probable” Test

According to FRM Section
2005.4, an assessment of probability requires consideration of all available facts. In evaluating the facts and circumstances surrounding
the Potential Acquisition, the Registrant considered the following factors, particularly, the changing economic conditions:

Following the global
outbreak of novel coronavirus, or COVID-19, the severity and scope of the global economic crisis is unprecedented, and we have
not seen any evidence that this abrupt and severe decline in economic activity has reached a bottom. In fact, the current conditions
have continued to worsen each day not only in China, but on a global scale.

In accordance with
the epidemic control measures imposed by the Chinese local governments since the end of January 2020, the Registrant, along with
most other business entities including acquisition target Yushu Kingo in Jilin Province, remained closed after the Chinese New
Year holiday until recently. As a result, the Registrant’s accounting and other staff, who are instrumental in conducting
the due diligence, financial assessment and other evaluation of the Potential Acquisition, have been severely restricted from traveling
either to their office or the acquisition target’s site. The Registrant’s Beijing office is gradually resuming its
business operations with most of the staff continuing to work from home at the date of this response.

In addition, due to control
measures having been put in place by the local government in China, some of the branches of the commercial banks in Jilin Province,
where the acquisition target has accounts, were not opened and did not fully resume operations until recently in mid-March. Strict
travel restrictions are still in place domestically from city to city. China also banned almost all foreigners from entering the
country starting on March 28, 2020, which would make the audit of acquisition target practically impossible.

The acquisition target
is engaged in real estate development and property management. It is currently developing a commercial complex which was estimated
to be completed in late 2020 prior to the COVID-19 outbreak. Following the outbreak, the acquisition target is currently re-evaluating
its development timeline. It is expecting further delays on the completion of the complex; even if it is completed, it might be
difficult to lease or sell the commercial units as planed which would adversely affect its revenue sources and future outlook.

The Registrant entered
into that certain purchase agreement to acquire all the capital stock of the acquisition target on January 16, 2020, without expecting
the COVID-19 outbreak and its global impact. The Registrant has been forced to re-evaluate the terms of the acquisition transaction,
including the pricing and payment terms, based on further due diligence information and updated financial projections, as well
to re-examine its own financing sources for the acquisition. The “Force Majeure” clause in the purchase agreement
has now become a legitimate option for termination due to such unforeseeable outbreak which directly affects the Registrant’s
ability to complete the acquisition transaction.

    2

The Registrant remains
hopeful that, over the months ahead, China may loosen up its travel restriction both domestically and internationally. In that
event, the Registrant might make progress in its completion of due diligence and audit of the Potential Acquisition, and renegotiation
of the transaction terms, if applicable, given the substantial uncertainty surrounding the COVID-19 outbreak and its economic
impact. However, the Registrant at this point has no reason to believe that the Potential Acquisition is probable given the
practical difficulties.

FRM 2005.4 also notes
that an acquisition is probable where registrant’s financial statements alone would not provide investors with adequate financial
information. However, the Registrant believes that its financials and notes provide the investor an accurate picture of the business
and provide investors with adequate financial information standing alone. The Registrant has conveyed its acquisition strategy
in the Registration Statement and has completed an acquisition in July 2019. If the Potential Acquisition does not occur, the Registrant
expects to make other acquisitions as attractive targets present themselves.

Pursuant to the
above, the Registrant has determined that the Potential Acquisition would not be considered a “probable”
acquisition under Rule 3-05 of Regulation S-X and therefore the Registrant’s financial statements alone would
provide adequate financial information to make an investment decision.

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

3

CORRESP
1
filename1.htm

AGM Group Holdings Inc.

c/o Creative Consultants (Hong Kong)
Limited

Room 1502-3 15/F., Connaught Commercial
Building

185 Wanchai Road

Wanchai, Hong Kong

March 19, 2020

Via E-Mail

Division of Corporation Finance

Officer of Technology

U.S. Securities and Exchange Commission

Washington, D.C. 20549-4631

    Re:
    AGM Group Holdings Inc.

Registration Statement on Form
F-3

Submitted March 5, 2020

File No. 333-236897

Dear Sir or Madam:

We are in receipt of
your comment letter dated March 16, 2020 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:

Registration Statement on Form F-3

General

    1.
    We note that your wholly-owned subsidiary entered into an equity transfer agreement to acquire 100% of the equity of Yushu Kingo City Real Estate Development Co., Ltd. (“Yushu Kingo”) in exchange for 2,000,000 of your Class A ordinary shares, valued at $15 per share, and up to $20,000,000 in cash. As this acquisition appears to be both probable and in excess of 50% significance, please tell us what consideration you have given to providing financial statements and pro forma financial information for Yushu Kingo pursuant to Rule 3-05 and Article 11 of Regulation S-X. Please provide the significance computations set forth in Rule 1-02(w) of Regulation S-X to support your conclusions and refer to Item 5(b)(1) of Form F-3.

RESPONSE: We note the
Staff’s comment, and in response thereto, respectfully advise the Staff that we
have entered into an agreement to acquire Yushu Kingo; however, that the proposed acquisition transaction with Yushu Kingo has
not been closed because the closing conditions have not all been met, as disclosed in the current report on Form 6-K filed with
the SEC on January 22, 2020. The Company is conducting legal and financial due diligence on the target company. Neither of the
equity consideration nor cash consideration (except certain advance payment due at the execution of the letter of intent) has been
made to Yushu Kingo. We plan to file a current report on Form 6-K with the required financial statements within from the required
period following the closing of the transaction. Our planned offering is not contingent on the completion of the proposed acquisition.

    2.
    We note your disclosure that you may issue share purchase units that may consist of the securities of third parties. Please advise us how you anticipate conducting such offerings under the registration and disclosure requirements of the Securities Act. For example, please advise us of the disclosure you will provide in the applicable prospectus supplement or other offering materials, including, as necessary, any required financial statement and non-financial statement disclosure about the issuer of such securities. For guidance, please refer to the Morgan Stanley & Co., Inc. no action letter (June 24, 1996) and Securities Act Sections Compliance and Disclosure Interpretation 203.03.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have amended the registration statement to remove references
to issuance of share purchase units that may consist of the securities of third parties.

Signatures, page II-4

    3.
    While we note that your CEO and CFO have signed the registration statement on behalf of the company, please ensure that both sign the registration statement in their individual capacities.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that in the amendment no.1 to the registration statement on Form F-3,
the CEO and CFO of the Company signed the registration statement in their individual capacities.

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@orllp.legal or jye@orllp.legal.

    AGM Group Holdings Inc.

    By:
    /s/ Wenjie Tang

    Name:
    Wenjie Tang

    Title:
    Chief Executive Officer

March 16, 2020
Wenjie Tang
Chief Executive Officer
AGM Group Holdings Inc.
c/o Creative Consultants (Hong Kong) Limited
Room 1502-3 15/F., Connaught Commercial Building, 185 Wanchai Road
Wanchai, Hong Kong
Re:AGM Group Holdings Inc.
Registration Statement on Form F-3
Filed March 5, 2020
File No. 333-236897
Dear Mr. Tang:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-3
General
1.We note that your wholly-owned subsidiary entered into an equity transfer agreement to
acquire 100% of the equity of Yushu Kingo City Real Estate Development Co., Ltd.
("Yushu Kingo") in exchange for 2,000,000 of your Class A ordinary shares, valued at
$15 per share, and up to $20,000,000 in cash.  As this acquisition appears to be both
probable and in excess of 50% significance, please tell us what consideration you have
given to providing financial statements and pro forma financial information for Yushu
Kingo pursuant to Rule 3-05 and Article 11 of Regulation S-X.  Please provide the
significance computations set forth in Rule 1-02(w) of Regulation S-X to support your
conclusions and refer to Item 5(b)(1) of Form F-3.

 FirstName LastNameWenjie Tang
 Comapany NameAGM Group Holdings Inc.
 March 16, 2020 Page 2
 FirstName LastName
Wenjie Tang
AGM Group Holdings Inc.
March 16, 2020
Page 2
2.We note your disclosure that you may issue share purchase units that may consist of the
securities of third parties.  Please advise us how you anticipate conducting such offerings
under the registration and disclosure requirements of the Securities Act.  For example,
please advise us of the disclosure you will provide in the applicable prospectus
supplement or other offering materials, including, as necessary, any required financial
statement and non-financial statement disclosure about the issuer of such securities.  For
guidance, please refer to the Morgan Stanley & Co., Inc. no action letter (June 24, 1996)
and Securities Act Sections Compliance and Disclosure Interpretation 203.03.
Signatures, page II-4
3.While we note that your CEO and CFO have signed the registration statement on behalf of
the company, please ensure that both sign the registration statement in their individual
capacities.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rule 461 regarding requests for acceleration.  Please allow adequate time for us
to review any amendment prior to the requested effective date of the registration statement.
            Please contact Mitchell Austin, Staff Attorney, at (202) 551-3574 or, in his absence, Jan
Woo, Legal Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       William S. Rosenstadt, Esq.

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

November
22, 2017

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
D.C. 20549

    Re:

    AGM Group Holdings Inc. (the “Company)

    Registration Statement on Form F-1

    File No. 333-218020 (the “Registration
    Statement”)

Ladies
and Gentlemen:

In accordance with Rule 461 under the Securities
Act of 1933, as amended, the undersigned respectfully requests that the effective date for the Registration Statement referred
to above be accelerated so that it will be declared effective at 3:30 pm on Wednesday, November 22, 2017, or as soon thereafter
as is practicable.

If there is any change in the acceleration
request set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request
of acceleration of the effectiveness of the F-1 Registration Statements in accordance with Rule 461. The request may be made by
an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Ortoli Rosenstadt LLP.

The Company acknowledges that:

    ●
    should
    the Commission or the staff, acting pursuant to delegated authority, declares the filing effective, it does not foreclose
    the Commission from taking any action with respect to the filing;

    ●
    the
    action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not
    relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    ●
    the
    Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the
    Commission or any person under the federal securities laws of the United States.

    Very truly yours,

    AGM Group Holdings Inc.

    By:
    /s/ Wenjie Tang

    Name:
    Wenjie Tang

    Title:
    Chief Executive Officer

CORRESP
1
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N E T W O R K 1 F
I N A N C I A L

S
E C U R I T I E S , I N C .

November 22, 2017

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-3628

Re: AGM Group Holding, Inc. Registration
Statement on Form F-1 (SEC File No. 333-218020)

To Whom It May Concern:

In connection with the above-referenced Registration Statement,
and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of
AGM Group Holding, Inc. that the effective date of the Registration Statement be accelerated so that it will be declared effective
at 3:30 p.m. (EDT), November 22, 2017 or as soon thereafter as practicable.

Very truly yours,

NETWORK 1 FINANCIAL SECURITIES, INC.

By: /s/ Damon D. Testaverde

Name: Damon D. Testaverde

Title: Managing Director

Members FINRA & SIPC

Network 1 Financial Securities, Inc.

The Galleria, 2 Bridge Avenue, Building 2, Red
Bank, NJ 07701

(732) 758-9001

Mail Stop 4561
November 2 1, 2017

Wenjie Tang
Chief Executive Officer
AGM Group Holdings Inc.
1 Jinghua South Road
Wangzuo Plaza East Tower, Room 2112
100020 Beijing
People’s Republic of China

Re: AGM Group Holdings Inc.
Amendment No. 6  to Re gistration Statement on Form F -1
Filed  November 13 , 2017
  File No. 333 -218020

Dear Mr. Tang :

We have reviewed your amended registration statement and have the following
comment s.  In our comment s, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.   If you do not believe our comment s apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comment s, we may have additional comments.

Cover Page

1. You state on the cover page that you have obtained a listing approv al letter to list your
Class A O rdinary Shares on the Nasdaq Capital Market , but we note on page 10 7 that the
“listing approval letter is not the same as an actual listing on the Nasdaq Capital Market.”
You further disclose on page 10 7 that you will need to “sell a number of shares in this
‘best efforts, mini max’ offering sufficient to satisfy the appl icable listing criteria” to
have the Class A Ordinary Shares listed on the Nasdaq Capital Market.  Please
prominently disclose on the cover page that the Class A Ordinary Shares  will not be
listed on the Nasdaq  Capital Market  until certain condition s are m et.  Disclose the
specific conditions  that you need to meet in order to be listed, including the specific
number of shares that you will need to sell in this offering.

Wenjie Tang
AGM Group Holdings Inc.
November 2 1, 2017
Page 2

 Signatures

2. While your principal executive officer and principal financial officer  signed on behalf of
the registrant, your principal executive officer and principal financial officer must also
sign below the registrant signature to reflect that such persons are signing in their
respective capacities .  Please revise.  Refer to Instr uction 1 to Signatures on Form F -1.

Please contact Matthew Derby, Staff Attorney, at (202) 551 -3334  or, in his absence, the
undersigned at (202) 551 -3453  with any other questions.   If you require further assistance, you
may contact Barbara C. Jacobs, Assistant Director, at (202) 551 -3735 .

Sincerely,

/s/ Jan Woo

Jan Woo
Legal Branch Chief
Office of Information  Technologies
and Services

cc: Mengyi “Jason” Ye, Esq.
 Ortoli Rosenstadt LLP

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

November
21, 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. 6 to Registration Statement on Form F-1

    Filed
    on November 13, 2017

    File
    No. 333-218020

Dear
Mr. Derby:

We
are in receipt of your comment letter dated November 21, 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.
    You state on
    the cover page that you have obtained a listing approval letter to list your Class A Ordinary Shares on the Nasdaq Capital
    Market, but we note on page 107 that the “listing approval letter is not the same as an actual listing on the Nasdaq
    Capital Market.” You further disclose on page 107 that you will need to “sell a number of shares in this ‘best
    efforts, mini max’ offering sufficient to satisfy the applicable listing criteria” to have the Class A Ordinary
    Shares listed on the Nasdaq Capital Market. Please prominently disclose on the cover page that the Class A Ordinary Shares
    will not be listed on the Nasdaq Capital Market until certain conditions are met. Disclose the specific conditions that you
    need to meet in order to be listed, including the specific number of shares that you will need to sell in this offering.

RESPONSE: We note the Staff’s
comment, and in response thereto, respectfully advise the Staff that we have revised
the cover page, as well as throughout the amended registration statement, to reflect the conditions we need to meet in order to
be listed, including the requirement to sell at least 1,000,000 Class A ordinary shares, obtain at least 300 round-lot shareholders
and make payment of entry fee. We also clearly state that our Class A ordinary shares will not be listed on the Nasdaq Capital
Market unless we meet these conditions.

Signatures

 2. While
                                         your principal executive officer and principal financial officer signed on behalf of
                                         the registrant, your principal executive officer and principal financial officer must
                                         also sign below the registrant signature to reflect that such persons are signing in
                                         their respective capacities. Please revise. Refer to Instruction 1 to Signatures on Form
                                         F-1.

RESPONSE: We note the Staff’s
comment, and in response thereto, respectfully advise the Staff that we have included
signatures of our CEO and CFO in their capacities as the principal executive officer and principal financial officer, respectively.

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

CORRESP
1
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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

Mail Stop 4561
October 17, 2017

Wenjie Tang
Chief Executive Officer
AGM Group Holdings Inc.
1 Jinghua South Road
Wangzuo Plaza East Tower, Room 2112
100020 Beijing
People’s Republic of China

Re: AGM Group Holdings Inc.
Amendment No. 5  to Re gistration Statement on Form F -1
Filed  October 12, 2017
  File No. 333 -218020

Dear Mr. Tang :

We have reviewed your amended registration statement and have the following comment .
In our comment , we may ask you to provide us with information so we may better understand
your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.   If you do not believe our com ment  applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to this comment , we may have additional comments.

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 ag reement 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.

Wenjie Tang
AGM Group Holdings Inc.
October 17, 2017
Page 2

 Please contact Matthew Derby, Staff Attorney, at (202) 55 1-3334  or, in his absence, the
undersigned at (202) 551 -3453  with any other questions.   If you require further assistance, you
may contact Barbara C. Jacobs, Assistant Director, at (202) 551 -3735 .

Sincerely,

/s/ Jan Woo

Jan Woo
Legal Branch Chief
Office of Information  Technologies
and Services

cc: Mengyi “Jason” Ye, Esq.
 Ortoli Rosenstadt LLP

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

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

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

September
19, 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. 2 to Registration Statement on Form F-1

    Filed
August 29, 2017

File
No. 333-218020

Dear
Ms. Mills-Apenteng:

We
are in receipt of your comment letter dated September 13, 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:

Overview

Forex
trading brokerage service, page 3

    1.
    We
note that your subsidiary AGM Belize is a retail forex broker licensed by IFSC Belize. Please provide additional disclosure regarding
the countries in which you provide forex brokerage services, naming each such country. In addition, please specify the jurisdictions
in which your IFSC Belize license entitles you to operate regardless of whether you currently operate in those jurisdictions.

 RESPONSE:
We note the Staff’s comment, and in response thereto, respectfully advise the Staff that
substantially all of AGM Belize’s current customer base are residents of P.R. China In general, our Belize IFSC License
allow us to provide forex trading service in a jurisdiction unless such jurisdiction requires local license for such purpose.
Belize IFSC license term 21 specifies “The licensee shall not offer or transact any trading with a resident of a country
who laws require a local license for this purpose, without obtaining such a license.” The current PRC laws does not require
local license for a retail forex broker to provide forex trading service. We have revised throughout the prospectus to reflect
the above.

Financial
Statements, page F-1

    2.
    We
    note that, in response to prior comment 11, you have labeled the financial statements for the year ended December 31, 2016
    as restated. Please revise throughout the filing to also label the financial statements that have been restated for the period
    from inception (April 27, 2015) to December 31, 2015 as restated. Refer to ASC 250-10-50-7.

RESPONSE:
We note the Staff’s comment, and in response thereto, respectfully advise the Staff that
we have revised the filing throughout to label the financial statements that have been restated for the period from inception
(August 27, 2015) to December 31, 2015. Please kindly refer to the revised filing. We would also like to indicate that only the
earning per share information has been restated for financial statements related to this period. Therefore, only the financial
statements such as the consolidated statement of loss and comprehensive loss that have the disclosure of the earning per share
information have been labelled as restated. The other financial statements such as consolidated balance sheet, consolidated statement
of cashflows and consolidated statement of shareholder’s equity have not been added with such label since no restatements
have been made to these specific statements.

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

Mail Stop 4561
September 13, 2017

Wenjie Tang
Chief Executive Officer
AGM Group Holdings Inc.
1 Jinghua South Road
Wangzuo Plaza East Tower, Room 2112
100020 Beijing
People’s Republic of China

Re: AGM Group Holdings Inc.
Amendment No. 2  to Re gistration Statement on Form F -1
Filed  August 29 , 2017
  File No. 333 -218020

Dear Mr. Tang :

We have reviewed your amended registration statement and have the following
comments .  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.   If you do not believe our comm ents apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we  may have additional comments.   Unless  we note
otherwise , our references to prior comments are to comments in our August 9, 2017  letter .

Overview

Forex trading brokerage service , page 3

1. We note that your subsidiary AGM Belize is a retail forex broker licensed by IFSC
Belize.  Please provide additional disclosure regarding the countries in which you provide
forex brokerage services, naming each such country.  In addition, please specify the
jurisdictions in which your IFSC Belize license entitles you to  operate regardless of
whether you currently operate in those jurisdictions.

Wenjie Tang
AGM Group Holdings Inc.
September 13, 2017
Page 2

 Financial Statements, page F -1

2. We note that, in response to prior comment 11, you have labeled the financial statements
for the year ended December 31, 2016 as restated.  Ple ase revise throughout the filing to
also label the financial statements that have been restated for the period from inception
(April 27, 2015) to December 31, 2015 as restated .  Refer to ASC 250 -10-50-7.

You may contact Melissa Walsh, Staff Accountant, at (202) 551 -3224 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551 -3488 if you have questions regarding
comments on the financial statements and related matters.   Please contact Matthew Derby, Staff
Attorney, at (202) 551 -3286 or, in his absence , the undersigned at (202) 551 -3457 with any other
questions.   If you require further assistance, you may contact Barbara C. Jacobs, Assistant
Director, at (202) 551 -3730.

Sincerely,

/s/ Maryse Mills -Apenteng

Maryse Mills -Apenteng
Special Counsel
 Office of Information
 Technologies and Services

cc: Mengyi “Jason” Ye, Esq.
 Ortoli Rosenstadt LLP

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

August 29, 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. 1 to Registration
Statement on Form F-1

Submitted July 21, 2017

File No. 333-218020

Dear Ms. Mills-Apenteng:

We are in receipt of
your comment letter dated August 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.
    We note your revised disclosure in response to prior comment 1. Please disclose here, and elsewhere as appropriate, the combined voting power of the holders of your Class B ordinary shares based on the actual offering amounts when known. In addition, please further revise to remove the disclosure regarding the number of authorized Class A and Class B Ordinary Shares from the cover page.

RESPONSE: We note the
Staff’s comment, and in response thereto, respectfully advise the Staff that we
have revised the disclosure on the cover page to reflect the combined voting power of our Class B shareholders. We have also removed
the disclosure regarding the number of authorized Class A and Class B Ordinary Shares from the cover page.

Prospectus Summary, page 1

    2.
    Please revise the summary overview to disclose clearly that substantially all of your business operations and R&D are conducted in China. Clarify whether substantially all of your employees are located in China. Provide similar disclosure in the business section overview.

RESPONSE: We note
the Staff’s comment, and in response thereto, respectfully advise the Staff that
we have revised the summary overview on page 1 and the business section overview on page  50 to disclose that substantially
all of our business operations and research and development are conducted in China and that substantially all of our
employees are located in China.

Corporate Information, page 6

    3.
    In your response to prior comment 6 you state that your business “does not have restrictions on foreign investment or ownership imposed by the PRC law and regulations.” However, we note your disclosures that your PRC subsidiaries are generally subject to laws and regulations applicable to foreign investment in China and that the PRC extensively regulates the internet industry, including foreign ownership of, and the licensing and permit requirements pertaining to, companies in the internet industry. We thus reissue prior comment 6. Please revise your disclosure to clearly state whether your business, a substantial majority of which is composed of your online trading platform application service, is subject to PRC foreign investment and ownership restrictions. If so, discuss the restrictions and, as applicable, their impact on your organizational structure.

RESPONSE: We note the
Staff’s comment, and in response thereto, respectfully clarify for the Staff that our PRC subsidiaries were formed
because substantially all of our employees and management are located in China. Most of our revenues are generated through the
business of our subsidiary, AGM Technology Limited, a Hong Kong SAR limited liability (“AGM HK”), in order to reduce
the cost of conducting business. AGM HK then outsources the software solution services to our subsidiaries within the PRC, where
the operation cost, including lease and labor, is much lower than that of Hong Kong. By including these subsidiaries as part of
our corporate structure, we are able to both retain all of the revenue of the contracts signed by AGM HK through our consolidated
financial statements and significantly cut down our operation cost at the same time. This corporate structure provides us with
competitive advantage to maintain our profitability. Additionally, each of our PRC subsidiaries, AGM Shenzhen, AGM Beijing and
AGM Nanjing, only provides software solution services and does not engage in financial service or internet service. Because AGM
HK is not located within the PRC, we do not believe our business is subject to PRC foreign investment and ownership restrictions.

Risk Factors

“We are dependent on our major
customers for the majority of our revenues...,” page 11

    4.

        We reissue prior comment 8 in part as
        your response and revised disclosure do not address your dependence on several suppliers. Please consider providing a separate
        risk factor, or expanding this risk factor, to address your dependence on a limited number of suppliers.

        RESPONSE: We note the Staff’s
        comment, and in response thereto, respectfully advise the Staff that we have provided a separate risk factor addressing on
        page 13 that we rely on a limited number of suppliers. The disclosure is provided below for the Staff’s convenience:

        We are dependent on a limited
        number of suppliers, and delays in deliveries or increases in the cost could harm our business, results of operations and financial
        condition.

        Our ability to meet
        our customers’ demand for our service depends upon obtaining adequate supplies on a timely basis. We have established relationships
        with a limited number of suppliers. For the year ended December 31, 2016, our three largest suppliers collectively accounted for
        approximately 92.65% of total cost. Should any of our current suppliers be unable to deliver their service or otherwise fail to
        deliver in a timely manner and at acceptable prices and quality, we would have to identify and quality replacements from alternative
        sources of supply. However, the process of qualifying new suppliers for complex components is also lengthy and could have a material
        adverse effect on our business, financial condition and results of operations. Additionally, increase in costs may adversely impact
        demand for our services or the results of our business operations.

      2

Risks Related to Our Corporate Structure
and Operation

“The dual-class structure of our
ordinary shares has the effect...,” page 24

    5.
    To better highlight the risk relating to your dual-class structure, please consider removing the first two paragraphs describing the rights of Class A and Class B ordinary shareholders and including instead a cross-reference to your discussion of these rights in the Description of Share Capital on page 76. In addition, disclose here the combined voting power of the holders of your Class B ordinary shares based on the actual offering amounts when known.

RESPONSE: We note the
Staff’s comment, and in response thereto, respectfully advise the Staff that we have removed the first two paragraphs
describing the rights of the Class A and Class B Ordinary Shares shareholders and included a cross-reference to the Description
of Share Capital on page 80. In addition, we have provided disclosure of the combined voting power of the holders of our Class
B ordinary shares based on the actual offering amounts when known.

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

Forex trading brokerage service, page
38

    6.
    It is unclear how your response to prior comment 18 explains in what way your license to provide forex trading brokerage services also covers trading in precious metal and oil spot contracts. Please provide us with a more detailed explanation of the terms of the license that specifically provide for trading in precious metal and oil spot contracts, or that provide for trading in areas outside of foreign exchange, or otherwise demonstrate that your forex trading brokerage license covers these other trade categories. Please refer to specific provisions of the license or otherwise support your response with appropriate documentation.

RESPONSE: We note the Staff’s
comment, and in response thereto, respectfully advise the Staff that AGM Group Ltd. (“AGM Belize”), our subsidiary,
is licensed to provide brokerage services regarding trading in foreign exchange by the IFSC. We also provide our users with trading
in spot precious metals and spot oil because spot precious metals and spot oils are conventionally categorized as spot forex. In
the spot market, spot precious metals and spot oil are usually categorized as spot forex because spot precious metals and spot
oil transactions are usually denominated in more than one currency, which results in the same profit calculation and margin calculation
specifications applying to the contract of spot precious metals and spot oil as well as the contract of spot forex. Additionally,
IFSC only provide two types of license regarding brokerage trading service, which are trading in foreign exchange services and
trading in securities services. See http://www.ifsc.gov.bz/licensed-service-providers/. Because we believe that spot precious metals
and spot oil should not be categorized as securities, our IFSC License for trading in foreign exchange should cover spot precious
metals and spot oil. Furthermore, according to the item 11 and 18 in the IFSC License, filed herein as exhibit 10.6, we can provide
our products according to the products offered by our licensed clearing counterparties. London Multi Asset Exchange (“LMAX
Exchange”), a UK FCA regulated leading Multilateral Trading Facility for foreign exchange and one of our clearing counterparties,
offers products including spot precious metals and spot oils, and categorizes them as spot forex. Last but not least, it is a common
practice in the forex trading industry to categorize spot precious metals and spot oil as spot forex. For example, Koderan International
Markets Limited, Belize, (at http://www.koderan.com/en-us/trade/forex.php) and ZB Forex Ltd., Belize, (at http://www.zbforex.com/en/)
and Decode Global Ltd. Belize (http://www.decfx.com/) all provide with trading in spot precious metal and spot oil while they only
have brokerage service licnese in foreign exchange from IFSC. Therefore, IFSC allows us to provide trading in spot metals and spot
oil.

      3

    7.
    Please clarify whether there are PRC licensing requirements with respect to the forex trading brokerage services you provide in China. If so, provide an appropriate discussion and state whether you are currently in compliance. In addition, to the extent you will require additional licensing to expand your business into Malaysia and Australia, the additional markets referenced in your growth strategy, please provide an appropriate discussion.

RESPONSE: We note the
Staff’s comment, and in response thereto, respectfully clarify for the Staff that the PRC licensing requirements do not
apply to our PRC subsidiaries because none of our PRC subsidiaries engage in forex trading brokerage services in the PRC, and
they only provide customers with software solution services that are outsourced by our Hong Kong subsidiary AGM Technology Limited.
In addition, our subsidiary AGM Australia is applying for the necessary license with the Australian authority. We do not believe
that we will need a license in Malaysia because we plan to establish our Malaysia office only to provide IT service for AGM HK
and AGM Belize. We also advise the Staff that we have accordingly removed the risk factor – PRC law does not provide
guidance with regard to our brokerage service.

Quantitative and Qualitative Disclosures
About Market Risk, page 46

    8.
    We note you added qualitative disclosure in response to prior comment 17. As previously requested, please also provide quantitative information for each of the market risk exposure categories. Refer to Item 11(a) of Form 20-F.

RESPONSE: We note the Staff’s
comment, and in response thereto, respectfully advise the Staff that we have considered the Item 11 of Form 20-F and revised our
disclosures in this section to only discuss the market risk that is immediately and directly relevant to the Company as of the
latest fiscal year, being December 31, 2016. When making the revision, we have considered the guidance within Item 11 of Form 20-F,
including the guidance of materiality assessment pursuant to Item 11(b) of Form 20-F. Therefore, any financial instruments that
do not have material fair value balances, will not trigger material impacts (potential, near term losses) to the consolidated financial
statements due to market risk, or whose carrying values approximate to their fair values (e.g. accounts receivable and accounts
payable) have been scoped out from our quantitative and qualitative analysis. However, we have made certain discussions in this
section to explain as to why quantitative and qualitative information is not provided for these financial instruments. After the
revision, the market risk disclosures have now included both quantitative and qualitative information for each of the risk exposure
categories.

Related Party Transactions

Due from a Related Party, page 72

    9.
    We note that you had a subscription receivable that was collectible before May 31, 2017. Please revise to indicate whether this receivable has been paid or remains outstanding.

RESPONSE: We note the
Staff’s comment, and in response thereto, respectfully advise the Staff that we have revised the relevant section on page
76 to disclose that the subscription receivables have all been paid and received as of the date hereof.

Principal Shareholders, page 74

    10.
    Please add a column disclosing, as a percentage, the combined voting power of holders of both Class A and Class B ordinary shares.

RESPONSE: We note the
Staff’s comment, and in response thereto, respectfully advise the Staff that we have added a column on page 79, disclosing,
as a percentage, the combined voting power of holders of both Class A and Class B Ordinary Shares.

Financial Statements, page F-1

    11.
    We note that your financial statements have been revised for corrections of errors. Please revise to disclose that your previously issued financial statements have been restated, along with a description of the nature the errors. Also disclose the effect of the correction on each financial statement line item. Refer to ASC 250-10-50-7 through 50-9. In addition, tell us what consideration your auditors gave to including a reference in their audit report to the restatement. Refer to AS 2905.

RESPONSE: We note the Staff’s
comment, and in response thereto, respectfully advise the Staff that a note disclosure (Note 2(q)) has been added to disclose
that the previously issued financial statements have been restated, including a description of the nature of the error and the
effect of the correction on each financial line item. Please kindly refer to Note 2(q) of the consolidated financial statements.
With respect to the consideration of the auditor report, our auditors have updated their auditor report to reflect the restatement
disclosed in Note 2(q) of the consolidated financial statements. Please kindly refer to the updated auditor report included in
the consolidated financial statements.

      4

Note 15. Subsequent Events, page F-21

    12.
    In response to prior comment 26, you indicate that you revised to include the disclosures of subsequent events. Please also provide the disclosures in ASC 855-10-50-1 related to the date through which subsequent events have been evaluated.

RESPONSE: We note the Staff’s
comment, and in response thereto, respectfully advise the Staff that we have included a disclosure to disclose the date, which
was July 20, 2017, through which subsequent events have been evaluated. Please kindly refer to the updated Note 15 of the consolidated
financial statements.

We hope this response has addressed
all

Mail Stop 4561
August 9 , 2017

Wenjie Tang
Chief Executive Officer
AGM Group Holdings Inc.
1 Jinghua South Road
Wangzuo Plaza East Tower, Room 2112
100020 Beijing
People’s Republic of China

Re: AGM Group Holdings Inc.
Amendment No. 1  to Re gistration Statement on Form F -1
Filed July 21, 2017
  File No. 333 -218020

Dear Mr. Tang :

We have reviewed your amended registration statement and have the following
comments .  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.   If you do not believe our comm ents apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we  may have additional comments.   Unless  we note
otherwise , our references to prior comments are to comments in our June 9, 2017  letter .

Cover Page

1. We note your revised disclosure in response to prior comment 1.  Please disclose here,
and elsewhere as appropriate, the combined voting power of the holders of your Class B
ordinary shares based on the actual offering amounts when known.  In addition, please
further revise to remove the disclosure regarding the number of authorized Class A and
Class B Ordin ary Shares from the cover page .

Prospectus Summary , page 1

2. Please revise the summary overview to disclose clearly that substantially all of your
business operations and R&D are conducted in China.  Clarify whether substantially all

Wenjie Tang
AGM Group Holdings Inc.
August 9, 2017
Page 2

 of your employees are located in China.  Provide similar disclosure in the business
section overview.

Corporate Information, page  6

3. In your response to prior comment 6 you state that your business “does not have
restrictions on foreign investment or ownership imposed by the P RC law and
regulations.”  However, we note your disclosure s that your PRC subsidiaries are
generally subject to laws and regulations applicable to foreign investment in China and
that the PRC extensively regulates the internet industry, including foreign o wnership of,
and the licensing and permit requirements pertaining to, companies in the internet
industry.  We thus reissue prior comment 6.  Please revise your disclosure to clearly state
whether your business, a substantial majority of which is composed of your  online
trading platform application service, is subject to PRC foreign investment and ownership
restrictions .  If so, discuss the restrictions and, as applicable, their impact on your
organizational structure.

Risk Factors

“We are dependent on our major customers for the majority of our revenues…,” page 11

4. We reissue prior comment 8 in part as your response and revised disclosure do not
address your dependence on several suppliers.  Please consider providing a separate risk
factor, or expanding  this risk factor, to address your dependence on a limited number of
suppliers.

Risks Related to Our Corporate Structure and Operation

“The dual -class structure of our ordinary shares has the effect…,” page 24

5. To better highlight the risk relating to your dual -class structure, please consider removing
the first two paragraphs describing the rights of Class A and Class B ordinary
shareholders and including instead a cross -reference to your discussion of these right s in
the Description of Share Capital on page 76.  In addition, disclose here the combined
voting power of the holders of your Class B ordinary shares based on the actual offering
amounts when known.

Management’s Discussion and Analysis of Financial Cond ition and Results of Operations

Forex trading brokerage service, page 38

6. It is unclear how your response to prior comment 18 explains in what way your license to
provide forex trading brokerage services also covers trading in precious metal and oil
spot contracts.  Please provide us with a more detailed explanation of the terms of the
license that specifically provide for trading in precious metal and oil spot contracts, or

Wenjie Tang
AGM Group Holdings Inc.
August 9, 2017
Page 3

 that provide for trading in areas outside of foreign exchange, or otherwise demon strate
that your forex trading brokerage license covers these other trade categories.  Please refer
to specific provisions of the license or otherwise support your response with appropriate
documentation.

7. Please clarify whether there are PRC licensing req uirements with respect to the forex
trading brokerage services you provide in China.  If so, provide an appropriate discussion
and state whether you are currently in compliance.  In addition, to the extent you will
require additional licensing to expand yo ur business into Malaysia and Australia, the
additional markets referenced  in your growth strategy, please provide an appropriate
discussion.

Quantitative and Qualitative Disclosures About Market Risk, page 46

8. We note you added qualitative disclosure in response to prior comment 17.  As
previously requested, please also provide quantitative information for each of the market
risk exposure categories.  Refer to Item 11(a) of Form 20 -F.

Related Party Transaction s

Due from a Related Party, page 72

9. We note that you had a subscription receivable that was collectible before May 31, 2017.
Please revise to indicate whether this receivable has been paid or remains outstanding.

Principal Shareholders, page 74

10. Please  add a column disclosing , as a percentage , the combined voting power of holders of
both Class A and Class B ordinary shares.

Financial Statements, page F -1

11. We note that your financial statements have been revised for corrections of errors.  Please
revise t o disclose that your previously issued financial statements have been restated,
along with a description of the nature the errors.  Also disclose the effect of the correction
on each financial statement line item.  Refer to ASC 250 -10-50-7 through 50 -9.  In
addition, tell us what consideration your auditors gave to including a reference in their
audit report to the restatement.  Refer to AS 2905.

Note 15. Subsequent Events, page F -21

12. In response to prior comment 26, you indicate that you revised to include the disclosures
of subsequent events.  Please also provide the disclosures in ASC 855 -10-50-1 related to
the date through which subsequent events have been evaluated.

Wenjie Tang
AGM Group Holdings Inc.
August 9, 2017
Page 4

 You may conta ct Melissa Walsh, Staff Accountant, at (202) 551 -3224 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551 -3488 if you have questions regarding
comments on the financial statements and related matters.   Please contact Matthew Derby, Staff
Attorney, at (202) 551 -3286 or, in his absence, the undersigned at (202) 551 -3457 with any other
questions.   If you require further assistance, you may contact Barbara C. Jacobs, Assistant
Director, at (202) 551 -3730.

Sincerely,

/s/ Maryse Mills -Apenteng

Maryse Mills -Apenteng
Special Counsel
 Office of Information
 Technologies and Services

cc: Mengyi “Jason” Ye, Esq.
 Ortoli Rosenstadt LLP

CORRESP
1
filename1.htm

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

Mail Stop 4561
June 9, 2017

Wenjie Tang
Chief Executive Officer
AGM Group Holdings Inc.
1 Jinghua South Road
Wangzuo Plaza East Tower, Room 2112
100020 Beijing
People’s Republic of China

Re: AGM Group Holdings Inc.
Registration Statement on Form F-1
Filed May 15, 2017
  File No. 333 -218020

Dear Mr. Tang:

We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.   If you do not believe our comments apply to your facts and
circumstanc es or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

Cover Page

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

Prospectus Summary

Overview, page 1

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

Wenjie Tang
AGM Group Holdings Inc.
June 9 , 2017
Page 2

 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.

Our Products and Services, page 2

3. You disclose in the third paragraph and elsewhere that AGM Be lize 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 th e 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 Re gulation S -K.

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.

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 el sewhere 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.

Corporate Information, pa ge 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 re strictions,
please clarify.  In this regard, we note the second risk factor on page 19.

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 mi nimum offering amount is not received.
On the cover, you state that the funds will be returned within one business day.  Please
reconcile throughout.

Wenjie Tang
AGM Group Holdings Inc.
June 9 , 2017
Page 3

 Risk Factors, page 8

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

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.

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.

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.

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 work ing 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.

13. You indicate that prior approval of the State Administration of Foreign Exchange is
required t o convert Renminbi into  U.S. Dollars in certain circumstances.  Please revise to
also indicate that compliance with certain procedural requirements is necessary for the
conversion under the “current account,” as noted from your disclosures on page 52 and
elsewhere throughout your filing.  In addition, r evise to disclose the amount of cash held
inside the PRC and subject to restrictions, and cash held outside of the PRC.  In addition,
describe the costs that would be incurred to transfer cash outside of the PRC.

Cash Flow Summary, page 34

14. In addition to the disclosures provided, your discussion and analysis of operating,
investing, and financing activities should focus on the primary drivers of and other
material factors necessary to understand your cash flows and the indicative value of

Wenjie Tang
AGM Group Holdings Inc.
June 9 , 2017
Page 4

 historical cash flows.  Please revise to provide disclosure and analysis of the underlying
drivers that affect your cash flows that are not readily apparent from your cash flow
statements .  Ensure that your discussion includes an explanation of the cash rece ived
from deposit payable and the investment in transaction monetary assets.  In this regard,
clarify whether transaction monetary assets are available to fund your operations, or
whether they are considered restri cted solely for repayment to your clients .  Refer to Item
5.B of Form 20 -F and Section IV.B of SEC Release No. 33 -8350.

Credit Facility, page 35

15. We note the last sentence in this section where you disclose that the loans are interest -
free and unsecured.  Please disclose the term of each loan an d any other material
provisions and make corresponding changes in the Related Party Transactions section on
page 62.  Also file any material agreements as exhibits or advise.

Critical Accounting Policies , page 36

16. Your disclosure should supplement, not duplicate, the description of accounting policies
that are already disclosed in the notes to the financial statements .  Please revise to limit
your disclosure to significant accounting estimates and assumptions.  Your disclosure
should address accounting e stimates and assumptions where the nature of which is
material due to the levels of subjectivity and judgment necessary to account for highly
uncertain matters or the susceptibility of such matters to change or where the impact of
the estimates and assumpt ions on financial condition or operating performance is
material.  Refer to Item 5 of Form 20 -F and  Section V of SEC Release 33 -8350.

Quantitative and Qualitative Disclosures About Market Risk, page 40

17. You indicate that you are exposed to a variety of m arket risks, including currency risk,
price risk and cash flow and fair value interest rate risk.  Please revise to provide
quantitative and qualitative information for each of these market risk exposure categories.
Refer to Item 11 of Form 20 -F.

Busine ss

Our Products and Services, page 43

18. We note that you are licensed to provide forex trading brokerage services by the
Financial Services Commission of Belize.  Please clarify how this license applies to
trading in precious metal and oil spot contracts.  Also disclose the jurisdictions in which
you are able to provide forex trading under this license and explain any licensing
requirements that apply to other jurisdictions in which you presently conduct or intend to
conduct trading brokerage services for f oreign exchange, precious metals, and oil spot
contracts.

Wenjie Tang
AGM Group Holdings Inc.
June 9 , 2017
Page 5

Customers and Suppliers, page 45

19. Please describe the material terms of any agreements with your main clients and major
suppliers and file as exhibits any agreements on which you are substantially dependent.

Management

Director Compensation, page 59

20. Please disclose the compensation paid to your directors for the fiscal year ended
December 31, 2016.  Refer to Item 6.B of Form 20 -F.

Principal Shareholders, page 62

21. Please provide the information required by Item 7.A.2 of Form 20 -F regarding the
portion and number of record holders in the United States.

22. Please expand your table to include beneficial ownership of the Class B shares and
include a column disclosing the  combined ownership of both Class A and B shares.

Description of Share Capital

Class B Ordinary Shares, page 64

23. Please reconcile the statement in the first sentence where you disclose that each Class B
share has five votes with your statement on page F -20 that each Class B share has one
vote.  Also disclose when the two classes of share s vote together or separately as a class.

Voting Rights, page 64

24. Please revise to clarify that shareholders holding Class A ordinary shares are entitled to
one vote per share.

Consolidated Statements of Operations and Comprehensive Income, page F -4

25. Revise to compute basic and diluted earnings per ordinary share by dividing net income
(loss) attributable to AGM Grou p Holdings Inc. ordinary share holders  by the weighted -
average number of ordinary shares outstanding.  In this regard, we note from your
disclosure on page F -20 that the private placement did not occur until December 28,
2016.  Also disclose the number of w eighted average ordinary shares used in the
computation.   Refer to ASC 260 -10-45-10 and 50 -1(a).  In addition, you should revise to
present earning per share data for each class of participating ordinary shares.  Refer to
ASC 260 -10-45-60B(d).

Wenjie Tang
AGM Group Holdings Inc.
June 9 , 2017
Page 6

Notes to Consolidated Financial Statements , page F -7

26. Please r evise to provide the disclosures regarding subsequent events in ASC 855 -10-50.

27. Please revise to include  the footnote disclosure s in Rule 4-08(e)(3) of Regulation S -X and
the schedule information required by Rule  5-04 of Regulation S -X.

(j) Revenue recognition , page F -9

28. You indicate that your services include the implementation of packaged software.  Please
clarify whether your arrangements are within the scope of ASC 985 -605 and how you
considered the guidance in ASC 985 -605-15-3.  In addition, we note that you provide
software development, integration and customization.  Tell us what consideration you
gave to applying contract accounting to your arrangements according to t he guidance in
ASC 985 -605-25-2.

29. Please clarify your disclosure that you use fixed -price contracts  to deliver the trading
access software application service.  In this regard, you disclose in the preceding
paragraph that revenue from these services primarily consist s of an implementation fee,
daily support and maintenance fee, and usage fee.  We may ha ve further comment.

30. Please revise to ensure your disclosure addresses how you determined the unit(s) of
accounting based on the applicable authoritative accounting literature.  In this regard, you
should discuss your separation and allocation methodolog y.

(o) Recently Issued Accounting Pronouncements , page F -11

31. Please revise to include disclosures regarding the effect that ASU 2014 -09 will have on
your financial position and results of operations.  Refer to Question 2 of SAB Topic 11M.

Note 3. Tran saction Monetary Assets , page F -13

32. You indicate that transaction monetary assets can be converted into cash immediately
without restriction.  Please clarify whether these deposits are made on behalf of your
clients.  If so, revise the description on the f ace of your consolidated balance sheets.

Note 11. Income Taxes, page F -16

33. Please revise to include disclosure of the components of income (loss) before income
taxes as either domestic or foreign .  Refer to Rule 4 -08(h)(1)(i) of Regulation S -X.

Wenjie Tang
AGM Group Holdings Inc.
June 9 , 2017
Page 7

 Note 13 . Financial Instruments, page F -18

34. Please revise to clarify the term “FVTPL” used in the table of carrying values of financial
instruments.  Describe how these instruments are classified based on the categories as
defined in ASC 320 -10-25-1.  Also include  the applicable disclosures in  ASC 320 -10-50-
9.

35. You indicate that you minimize the interest rate and credit risk of cash by placing
deposits with financial institutions located in Hong Kong and Mainland China .  Please
revise to explain how mana gement made this determination and whether there are
governmental regulations that protect such cash balances .

Note 15. Stockholders’ Equity, page F -20

36. In the fourth paragra ph, you state that the Class B ordinary s hares carry one vote and one
dividend right for each share for four individuals and one company.  Please reconcile this
to the disclosure on page 64 indicatin g that shareholders of Class B ordinary s hares have
the right to five votes  and shall not receive the right to any dividend paid by the Company
or to any distribution of the surplus assets of the Company on its liquidation.

Signatures, page II -4

37. Please revise the Signatures page to include the signature of the authorized representative
in the United States.  In addition, include the s ignature of the principal executive officer,
principal financial officer, and the controller or principal accounting officer where the
registration statement is signed by individuals and indicate the capacity in which each
individual is signing.  You curre ntly only disclose titles .  Refer to Instruction 1 to t he
Signatures page of Form F -1.

General

38. Please provide us with copies of all written communi cations, as defined in Rule 405
under the Securities Act, that you or anyone authorized to do so on your b ehalf, present to
potential investors in reliance on Section 5(d) of the Securities Act, whether or not they
retain copies of the communications.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their di sclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for  acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

Wenjie Tang
AGM Group Holdings Inc.
June 9 , 2017
Page 8

You may contact Melissa Walsh, Staff Accountant, at (202) 551 -3224 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551 -3488 if you have questions regarding
comments on the financial statements and related matters.  Please contact Gabriel Eckstein, Staff
Attorney, at (202) 551 -3286 or, in his absence, the undersigned at (202) 551 -3457 with any other
questions.  If you require further assistance, you may contact Barbara C. Jacobs, Assistant
Director, at (202)  551-3730.