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 October 2021
Commission File Number: 001-38309
AGM GROUP HOLDINGS INC.
(Translation of registrant’s name into English)
c/o Creative Consultants (Hong Kong) Limited
Room 1502-3 15/F., Connuaght Commercial Building, 185 Wanchai Road
Wanchai, Hong Kong
+86-010-65020507 – telephone
(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): ☐
As previously disclosed in the Report on Form 6-K filed with the SEC on January 22, 2020, on January 16, 2020, Tianjin AnGaoMeng Construction Development Co., Ltd. (formerly Shenzhen AnGaoMeng Construction Development Co., Ltd.) (“AGM Tianjin”), a PRC company and a wholly-owned subsidiary of AGM Group Holdings Inc. (“AGM Holdings”), entered into an equity transfer agreement (the “Equity Transfer Agreement”) with all the shareholders (the “Sellers” and together with AGM Tianjin, the “Parties”) of Yushu Kingo City Real Estate Development Co., Ltd. (“Yushu Kingo”), who collectively owns 100% of the equity interest in Yushu Kingo, pursuant to which agreement, in exchange for 100% of the equity interest in Yushu Kingo, AGM Tianjin agreed to pay $20,000,000 in cash (the “Cash Payment”) and cause AGM Holdings to issue 2,000,000 Class A ordinary shares, valued at $15 per share, subject to the terms and conditions of the Agreement. As of the date of this report, AGM Tianjin has made advance payments in the amount of $4,937,663.72 (the “Advance Payment”).
Also as previously disclosed in the Report on Form 6-K filed with the SEC on April 9, 2020, on April 6, 2021, the Parties entered into a supplement agreement (“Supplement Agreement”) to the Equity Transfer Agreement. Pursuant to the Supplement Agreement, if AGM Tianjin decides not to proceed with the acquisition contemplated by the Equity Transfer Agreement and terminate such agreement on or before October 31, 2021, the Sellers shall return the Advance Payment and pay an additional 10% interest to AGM Tianjin. If the Sellers are unable to make such payment, the Sellers agreed to transfer the titles of real properties of Yushu Kingo to AGM Tianjin, valued with a 20% discount to market price. The Parties further agreed to conduct a new evaluation of Yushu Kingo’s assets and to enter into supplement agreement based on such evaluation.
Because of the COVID-19 pandemic, the quarantine and travel restrictions in China, and the massive economic disruption as a result, Yushu Kingo was not able to complete its construction projects and the audit and due diligence of Yushu Kingo was not completed on time. On October 4, 2021, AGM Tianjin terminated the Equity Transfer Agreement and Supplement Agreement with the Seller. On October 20, 2021, AGM Tianjin entered into an agreement on transfer of creditor rights (the “Transfer Agreement”) with a non-affiliated third party (the “Buyer”). Pursuant to the Transfer Agreement, AGM Tianjin agrees to sell to the Buyer all of its rights and obligations under the Equity Transfer Agreement and the Supplement Agreement, namely, the right to receive the Advance Payment plus interest, for a total purchase price of $5,000,000 (the “Purchase Price”), $2,500,000 of which will be payable on or before December 31, 2021 and the remaining $2,500,000 will be payable on or before June 30, 2022. The Buyer agrees, in the event it fails to pay the Purchase Price on time, to pay as damages for breach of contract an amount equal to four times China’s loan prime rate (LPR) of the Purchase Price due.
The foregoing description of the Transfer Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Transfer Agreement, which is filed as Exhibit 10.1 hereto.
Forward-Looking Statements
This Form 6-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E under the Securities Exchange Act of 1934, as amended (“Exchange Act”), and that are subject to the safe harbor created by those sections. Statements that are not historical are forward-looking and reflect expectations and assumptions. Forward-looking statements are based on our current expectations of future events, and often can be identified in this report and elsewhere by using words such as “expect,” “strive,” “looking ahead,” “outlook,” “guidance,” “forecast,” “goal,” “optimistic,” “anticipate,” “continue,” “plan,” “estimate,” “project,” “believe,” “should,” “could,” “will,” “would,” “possible,” “may,” “likely,” “intend,” “can,” “seek,” “potential,” “pro forma,” or the negative thereof and similar expressions or future dates. You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, we undertake no duty to update any of these forward-looking statements after the date of this prospectus or to conform these statements to actual results or revised expectations.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 10.1 | Transfer Agreement, dated October 20, 2021. |
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.
| Date: October 22, 2021 | AGM GROUP HOLDINGS INC. | |
| By: | /s/ Wenjie Tang | |
| Name: | Wenjie Tang | |
| Title: | Chief Executive Officer and Director | |
Exhibit 10.1
Agreement on Transfer of Creditor’s Rights
by and between
Tianjin AnGaoMeng Construction Development Co., Ltd.
and
Huanong Yijia (Beijing) Science & Technology Development Co., Ltd.
Party A： Tianjin AnGaoMeng Construction Development Co., Ltd.
Registered Address: Tianjin, China
Unified Social Credit Code: 91440300358733495T
Address: Floor 3, Shuili Tower, Fuzhou Road, Tanggu District, Binhai New Area, Tianjin
Party B： Huanong Yijia (Beijing) Science and Technology Development Co., Ltd.
Address: 1101- A 80, Floor 11, Unit 1, Building 3, 6 East Road of Automobile Museum, Fengtai District, Beijing (Park)
Whereas:
1. On January 16, 2020, Party A and Li Bo, Ruan Shenghua and Zheng Yongsheng entered into an Equity Transfer Agreement,, which stipulates that Li Bo, Ruan Shenghua and Zheng Yongsheng shall transfer to Party A 100% of the equity of Yushu Kingo City Real Estate Development Co., Ltd. ("Kingo City Company") located in Yushu, Jilin Province, China;
2. On April 6, 2021, Party A t and Li Bo, Ruan Shenghua and Zheng Yongsheng entered into a Supplemental Agreement of the Equity Transfer Agreement, which confirmed that Party A has made an advance payment in the amount of US$4,937,663.72 to Li Bo, Ruan Shenghua and Zheng Yongsheng as consideration for the equity transfer; however, if Party A chose not to acauire Kingo City Company prior to October 31, 2021, Li Bo, Ruan Shenghua and Zheng Yongsheng shall return the advance payment of US$4,937,663.72 and make an additional payment equaling 10% of the total amount of advance payment to Party A; furthermore, if Li Bo, Ruan Shenghua and Zheng Yongsheng fail to return 100% of the advance payment to Party A, Li Bo, Ruan Shenghua and Zheng Yongsheng shall transfer titles of real properties under Yushu Kingo City project to Party A. The real estate price will be calculated at 80% of the market price.
3. Since Kingo City Company’s construction project failed to pass the completion acceptance check as agreed prior to June 30, 2021, and the audit work related to the above transaction also failed to be completed in time, on October 4, 2021, Party A has notified Li Bo, Ruan Shenghua and Zheng Yongsheng in writing to terminate the acquisition of the equity of Kingo City Company. Party A also demands that Li Bo, Ruan Shenghua Zheng Yongsheng return the advance payment of US$4,937,663.72 and pay the additional 10% of the total advance payment to Party A. If Li Bo, Ruan Shenghua and Zheng Yongsheng fail to return the above advance payment, they can offset Party A with the real estate under Kingo City as agreed;
4. Party B has carefully read and understood all the terms and contents of the above Equity Transfer Agreement and Supplemental Agreement of the Equity Transfer Agreement, and agrees to transfer all rights agreed upon under the above agreements to Party A's benefit.
After an amicable negotiation, Party A and Party B hereby agree as the following:
1. Party A will transfer to Party Bany rights in which Li Bo, Ruan Shenghua and Zheng Yongsheng are beneficiaries based on the above Equity Transfer Agreement and Supplemental Agreement of the Equity Transfer Agreement. Such rights include but are not limited to, demand of Li Bo, Ruan Shenghua and Zheng Yongsheng to return the advance payment of US$4,937,663.72 as agreed and pay the additional 10% of the total advance payment; If Li Bo, Ruan Shenghua and Zheng Yongsheng fail to return the above advance payment, they can offset the above advance payment and the additional 10% with the real estate under Yushu Kingo City. Upon the execution of this Agreement, Party B shall have all the aforesaid rights, and Party A's rights and obligations hereunder shall be deemed fully performed. Hereafter, any performance and disposal of such rights between and among Li Bo, Ruan Shenghua, Zheng Yongsheng or Kingo City Company and Party B, including but not limited to cash payment to Party B, any compensation and offset with real estate assets, any negotiation change on such rights, or any transfer of all or part of such rights to any other third parties by Party B, shall be deemed as terminated with Party A.
2. Party B agrees and promises to make payment to Party A in the amount of US$5,000,000 in cash as consideration for the assignment of the above rights. Party B shall make a payment of US$2,500,000 to Party A or a designated third-party by Party A in writing prior to December 31, 2021, and make a payment of the remaining US$2,500,000 to Party A or a designated third-party by Party A in writing prior to June 30, 2022.
3．If Party B delays payment of transfer of rights at any to Party A or the designated third-party , Party B shall pay Party A the penalty for delayed performance at the rate of 4 times of the loan prime rate (LPR) published by the National Inter-Bank Lending Center of China during the corresponding period.
4. The establishment, effectiveness and contents of this Agreement shall be governed by Chinese laws. In case of any dispute arising from this Agreement, either party may bring an action to the court. Courts in Chaoyang District, Beijing, China, where this Agreement is signed, shall have jurisdiction over the matter.
5. Any supplement, amendment, annotation or appendix to this Agreement signed in writing by both parties shall be incorporated by reference under this Agreement and have the same legal effect as this Agreement.
6．This Agreement shall be duly signed and sealed by the authorized representatives of each party and shall come into force from the date of signing and sealing by each party.
7. This agreement is made in duplicate, one for each party, with the same legal effect.
(Signatures follow on next page)
Party A： Tianjin AnGaoMeng Construction Development Co., Ltd.
/s/ Tang Wenjie
Authorized Representative: Tang Wenjie
Title: CEO and Director
Date: October 20, 2021
Party B： Huanong Yijia (Beijing) Science and Technology Development Co., Ltd.
/s/ Song Hui
Authorized Representative: Song Hui
Title: General Manager
Date: October 20, 2021