UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of December 2019

 

Commission File Number: 001-38309

 

AGM GROUP HOLDINGS, INC.

(Translation of registrant’s name into English)

 

Room 1904, 19/F. Jubilee Centre

18 Fenwick Street

Wanchai, Hong Kong

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☒     Form 40-F ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

 

 

 

 

 

  

Termination of a Material Definitive Agreement

 

As previously disclosed on a current report on Form 6-K furnished to the SEC on May 30, 2018, AGM Technology Limited (“AGM Technology”), a subsidiary of AGM Group Holdings Inc. incorporated under the laws of Hong Kong, entered into an Equity Acquisition Agreement dated May 24, 2018 (the “Equity Acquisition Agreement”) with the shareholders of SIFT Capital Partners Limited (“SIFT Shareholders”), pursuant to which AGM Technology agreed to pay the SIFT Shareholders a total of HK$6,000,000 (approximately US$771,208 based on exchange rate of 7.78 as of the date of this report) (the “Purchase Price”) in exchange for 75% of the equity interest of SIFT Capital Partners Limited. AGM Technology also agreed to pay 20% of the Purchase Price within five business days upon the signing of the Equity Acquisition Agreement, 30% of the Purchase Price upon the completion of legal and financial due diligence, and the remaining 50% upon Securities and Futures Commission of Hong Kong approved the transaction and the Amendment to the Articles of Association of SIFT was recorded. Subsequent to signing the Equity Acquisition Agreement, AGM Technology has paid a total of HK$3,000,000 (approximately US$385,604) to SIFT Capital Partners Limited.

 

On December 30, 2019, AGM Technology and SIFT Shareholders entered into a Termination Agreement (the “Termination Agreement”), pursuant to which the parties agreed to terminate the Equity Acquisition Agreement based on failure to meet certain conditions in the Equity Acquisition Agreement.

 

On December 30, 2019, AGM Technology and SIFT Shareholders entered into a Supplement Agreement for Termination Agreement (the “Supplement Agreement”), pursuant to which SIFT Shareholders agreed to return HK$1,200,000 (approximately US$154,242) to AGM Technology, of which HK$1,000,000 shall be returned by January 31, 2020 and the remaining HK$200,000 shall be returned by March 31, 2020.

 

The foregoing description of the Termination Agreement and the Supplement Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Termination Agreement and the Supplement Agreement, which are filed as Exhibit 10.1 and 10.2.

 

Exhibits.

 

Exhibit No.    Description
10.1   English Translation of Termination Agreement for Equity Acquisition by and between AGM Technology Limited and SIFT Capital Partners Limited dated December 30, 2019
10.2   English Translation of Supplement Agreement for Termination Agreement of Equity Acquisition by and between AGM Technology Limited and SIFT Capital Partners Limited dated December 30, 2019

 

 

2 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  AGM GROUP HOLDINGS, INC.
Date: January 3, 2020  
     
  By: /s/ Wenjie Tang
    Wenjie Tang
    Chief Executive Officer

 

 

3

 

Exhibit 10.1

 

Termination Agreement for Equity Acquisition

 

By and between

 

AGM Technology Limited

 

and

  

SIFT Capital Partners Limited

 

December 2019

 

This Termination Agreement for Equity Acquisition (“this Agreement”) is made on this day of December 30, 2019 by the Parties as follows:

 

(1) AGM Technology Limited (“the Buyer”), an entity established and existing under the laws of Hong Kong Special Administrative Region, the company number is 2240774 at the Company Registry, with its registered address at 10/F, Hong Kong Offshore Centre, No 28 Austin Avenue, Tsim Sha Tsui, Kowloon, Hong Kong.

 

(2) SIFT Capital Partners Limited (“the Seller”), an entity established and existing under the laws of Hong Kong Special Administrative Region, the company number is 1386100 at the Company Registry, with its registered address at Floor 16, Man Yee Building, DesVoeux Road Central, Central, Hong Kong.

 

Whereas:

 

1. The Parties signed the Equity Acquisition Agreement (the “Original Acquisition Agreement”) in Hong Kong in May 22, 2018;

 

2. The Parties failed to reach the prerequisite 3.1.1 set forth in the Original Acquisition Agreement as of the date of signing this Agreement.

 

After friendly consultations, the Parties hereby agree as follows:

 

1. The Parties agrees to terminate the Original Acquisition Agreement due to the prerequisite 3.1.1 is not reached and no event of default between the Parties;

 

2. The Original Acquisition Agreement signed by the Parties shall be terminated as of the date of signing this Agreement. The Original Acquisition Agreement is no longer binding on the Parties.

 

3. The Parties agree that the seller shall restore the executed change of equity at the change of industrial and commercial information office, including equity and senior management personnel.

 

This Agreement is made in triplicate, one for the Buyer and one for each of shareholders of the Seller. In witness whereof, each of the Parties hereto has caused this Agreement to be executed by its duly authorized representative in Beijing, China on the date first set forth above.

 

AGM Technology Limited    
     
/s/ Tang Wenjie    
Authorized Representative: Tang Wenjie    
     
SIFT Capital Partners Limited   SIFT Capital Partners Limited
     
/s/ Chen Tian   /s/ Zhang Zhe
Shareholder: Chen Tian   Shareholder: Zhang Zhe

 

Exhibit 10.2

 

Supplementary Agreement for Termination Agreement of Equity Acquisition

 

By and between

 

AGM Technology Limited

 

and

 

SIFT Capital Partners Limited

 

December 2019

 

This Supplementary Agreement (“this Supplementary Agreement”) is made on this day of December 30, 2019 by the Parties as follows:

 

(1) AGM Technology Limited (“the Buyer”), an entity established and existing under the laws of Hong Kong Special Administrative Region, the company number is 2240774 at the Company Registry, with its registered address at 10/F, Hong Kong Offshore Centre, No 28 Austin Avenue, Tsim Sha Tsui, Kowloon, Hong Kong.

 

(2) SIFT Capital Partners Limited (“the Seller”), an entity established and existing under the laws of Hong Kong Special Administrative Region, the company number is 1386100 at the Company Registry, with its registered address at Floor 16, Man Yee Building, DesVoeux Road Central, Central, Hong Kong.

 

Whereas:

 

1. The Parties signed the Equity Acquisition Agreement (the “Original Acquisition Agreement”) in Hong Kong in May 22, 2018;

 

2. The Parties signed the Termination Agreement for Equity Acquisition (“the Termination Agreement”) in Beijing on December 30, 2019.

 

After friendly consultations, the Parties hereby agree as follows:

 

1. The listed equity, the Buyer’s parent company, shall disclose the Termination Agreement for Equity Acquisition within five working days after signing the Termination Agreement for Equity Acquisition by both Parties;

 

2. The Seller’s shareholders (the signers of this Termination Agreement) Cheng Tian and Zhang Zhe shall, after the disclosure of the Termination Agreement, refund HK$1,000,000 to the Buyer before January 31, 2020, and refund HK$200,000 to the Buyer before March 31, 2020;

 

3. The Buyer agrees and understands that the amount of the Buyer’s advance payment made to the Seller’s shareholders Cheng Tian and Zhang Zhe in excess of HK$800,000 and HK$400,000 returned by Chen Tian and Zhang Zhe, respectively, is actually the compliance and necessary costs incurred by the Seller in the execution of the Original Acquisition Agreement. The Buyer has no recourse.

 

4. All the debts and fees between the Parties shall be settled upon the Buyer receives the HK$800,000 and HK$400,000 returned by the Seller’s shareholders Cheng Tian and Zhang.

 

This Agreement is made in triplicate, one for the Buyer and one for each of shareholders of the Seller. In witness whereof, each of the Parties hereto has caused this Agreement to be executed by its duly authorized representative in Beijing, China on the date first set forth above.

 

AGM Technology Limited    
     
/s/ Tang Wenjie    
Authorized Representative: Tang Wenjie    
     
SIFT Capital Partners Limited   SIFT Capital Partners Limited
     
/s/ Chen Tian   /s/ Zhang Zhe
Shareholder: Chen Tian   Shareholder: Zhang Zhe