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 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): ☐ 

 

 

 

 

 

 

EXHIBIT INDEX

 

Exhibit No.   Description
99.1   Press Release “AGM Group Announces Third Quarter 2021 Unaudited Financial Results”, dated December 3, 2021

 

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SIGNATURE

 

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: December 3, 2021 AGM GROUP HOLDINGS INC.
     
  By: /s/ Wenjie Tang
  Name:  Wenjie Tang
  Title: Co-Chief Executive Officer and Director

 

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Exhibit 99.1

 

AGM Group Announces Third Quarter 2021 Unaudited Financial Results

 

BEIJING, Dec. 3, 2021 /PRNewswire/ -- AGM Group Holdings Inc. ("AGMH" or the "Company") (NASDAQ: AGMH), an integrated technology company focusing on providing fintech software services and producing high-performance hardware and computing equipment, today announced its unaudited financial results for the three months ended September 30, 2021.

 

Third Quarter 2021 Operating and Financial Highlights

 

Total computing power sold was 79,200 TH/s, compared with nil in the same period of 2020.

 

Total revenues were $5.34 million, an increase of approximately $5.30 million from $31,261 in the same period of 2020.

 

Gross profit was $0.71 million, an increase of approximately $0.69 million from $21,138 in the same period of 2020.

 

Net income was $0.20 million, compared to net loss of $0.32 million in the same period of 2020.

 

Mr. Chenjun Li, Chairman and Co-Chief Executive Officer of the company commented, "We are very excited in the impressive strides we have made across multiple fronts, which followed our announcement of new business lines and growth strategy in August. We have gained considerable attention and interests to our first ASIC crypto mining machine-KOI MINER C16, thanks to its top industry metrics. Notably, we secured purchase orders for 67,500 cryptocurrency mining machines within just three months from various companies. These achievements exemplify the strong industry recognition we received in our product and further establish our leading position in the cryptocurrency mining industry. Additionally, despite a global semiconductor shortage and logistic challenges, we are effectively navigating market dynamics by securing our supply chain capabilities through the AGMH-HighSharp partnership and exploring opportunities for manufacturing operation in North America that can bring us closer to our end customers. We are confident we will distinguish ourselves with our technical capabilities to become a leader in producing high-powered ASIC mining machines.

 

Mr. Wenjie Tang, Co-Chief Executive Officer of the company, commented, “By leveraging the new growth strategy, we were off to a firm start financially, with revenues of $5.34 million in the third quarter, primarily from sales of crypto mining machines, and computing hardware. The initial success boosts our confidence that we are on the right path of business transformation. Apart from the new initiative, we remain diligent to push the development of our legacy fintech business as planned. We believe the combined strengths of our solid infrastructure, technology, and our experienced senior management team will enable us to deliver lasting value for shareholders. We will further advance our mission to become an integrated technology company focusing on blockchain-oriented ASIC chip design, advanced cryptocurrency mining equipment production, and fintech software services.

 

 

 

 

Mr. Steven Sim, Chief Financial Officer of the Company, commented, "Our solid financial performance for the third quarter demonstrates the success and profitability of our transition and engagement into the ASIC chip design and cryptocurrency mining equipment manufacturing space. Notably, our income from operations and net income turned to positive over the period, compared to both losses in the prior year. Moreover, we are optimistic on the strategic importance of our partnership with HighSharp, of which the progress will be on track with the schedule. Heading into 2022, our imperatives will be delivering the substantial number of mining machines ordered as scheduled, ramping up our production capacity, and securing more purchase orders. As we seek to sustain our future growth trajectory, we will keep investing into strengthening our R&D, cutting-edge technologies, and manufacturing capacity to propel further development in our core crypto miner manufacturing business and other initiatives.”


Third Quarter 2021 Business Highlights & Recent Developments

 

Strategic Initiative for North American Manufacturing Base

In November, AGMH announced that the Company is exploring strategic opportunities to set up its North American manufacturing operations in the United States or Canada to strengthen its leadership position in the Bitcoin mining sector.

 

Purchase Order from Code Chain

In November, AGMH received a purchase order from Code Chain New Continent Limited (“Code Chain”) (NASDAQ: CCNC) for 10,000 units of 100 TH/S KOI mining machines worth $65 million. This agreement also provides Code Chain with an option to purchase an additional 10,000 mining machines.

 

Strategic Partnership with Meten

In October, AGMH entered into a strategic partnership with Meten Holding Group Ltd. (“Meten”) (NASDAQ: METX) to focus on research and development support for blockchain applications and establishing a cryptocurrency mining supply chain. The agreement includes an initial order from Meten for 1,500 Bitcoin mining machines worth US$12 million.

 

Purchase Order from MinerVa

In October, AGMH agreed to supply MinerVa Semiconductor Corp. ("MinerVa") with 25,000 units of its 100 TH/S crypto mining machine to build the MinerVa suite of crypto mining machines. MinerVa is the distributor of industrial grade crypto mining machines to leading global large-scale mining companies.

 

Purchase Order from Nowlit Solutions

In October, AGMH received a purchase order from Nowlit Solutions Corp., a leading crypto currency equipment supply chain services and consultancy company in North America, for 30,000 units of 100 TH/S ASIC crypto mining machines.

 

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Third Quarter 2021 Financial Results

 

Revenues

 

Total revenues were $5.34 million, an increase of approximately $5.30 million from $31,261 in the same period of 2020. The increase was primarily due to the increase in sales revenues from cryptocurrency mining machine and standardized computing equipment sales since August, compared with nil in the same period of 2020. Total computing power sold increased to 79,200 TH/s, compared to nil in the same period of 2020. The growth came after the Company announced in August to initiate a new growth strategy to become a key participant and contributor in the global blockchain ecosystem.

 

Cost of Revenues

 

Cost of revenues was $4.62 million, an increase of approximately $4.61 million from $10,123 in the same period of 2020. The increase was primarily due to the increase in procurement costs of crypto mining machines and standardized computing equipment, compared with nil in the same period of 2020.

 

Gross Profit

 

Gross Profit was $0.71 million, an increase of $0.69 million from $21,138 in the same period of 2020. The increase was primarily due to the substantial increase in revenues.

 

Operating expenses

 

Total operating expenses were $0.34 million, an increase of 17.1% from approximately $0.29 million in the same period of 2020.

 

Selling, general, and administrative expenses consist primarily of sales and administrative employee-related expenses, professional fees, travel costs, research and development costs, and other corporate expenses. Selling, general, and administrative expenses were $0.33 million, an increase of 20.2% from $0.27 million in the same period in 2020. The increase was primarily due to expenses related to an establishment of a new wholly foreign-owned enterprise.

 

Research and development expenses were $10,304, a decrease of 35.6% from $16,007 in the same period in 2020. The decrease was primarily due to the decrease in FinTech R&D. The Company had not invested in cryptocurrency mining machine R&D until Sep 30, 2021.

 

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Income from operations

 

Income from operations was $0.37 million, compared with loss from operations of $0.27 million in the same period of 2020.

 

Other income (expenses)

 

Other expenses, net of other income was $15,005, compared to other expenses, net of other income, of $5,324 in the same period of 2020. The increase in other expenses, net of other income, was primarily attributed to foreign exchange loss, interest expenses, and bank charges.

 

Net income

 

Net income was $0.20 million, compared to net loss of $0.32 million in the same period of 2020.

 

Earnings per share

 

Basic and diluted net income per common share were both $0.01, compared to basic and diluted net loss of both $0.01 in the same period of 2020.

 

Cash and cash equivalents

 

Cash and cash equivalent were $1.40 million as of September 30, 2021, among which $0.79 million (RMB5.14 million) was held inside China (Mainland), and $0.61 million held outside of China (Mainland). As of June 30, 2021, the Company had a total of $0.46 million in cash and cash equivalents, among which $0.15 million (RMB0.96 million) was held inside China (Mainland), and $0.31 million held outside of China (Mainland). AGMH has not transferred and do not plan to transfer cash in RMB outside of China (Mainland) in order to avoid unnecessary currency exchange cost. AGMH subsidiaries in China (Mainland) incur expenses from time to time, and the Company has spent with plans to spend RMB cash to cover those expenses.

 

Conference Call

 

AGMH's management will host an earnings conference call at 8:00 AM U.S. Eastern Time on Friday, December 3, 2021 (9:00 PM Beijing/Hong Kong Time on December 3, 2021).

 

For participants who wish to join the call, please register in advance for the conference using the link provided below at least 15 minutes prior to the scheduled call start time. Upon registration, participants will receive the conference call access information, including dial-in numbers, Direct Event passcode, a unique registrant ID and an email with detailed instructions to join the conference call.

 

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Participant Online Registration:

http://apac.directeventreg.com/registration/event/6978907

 

Once completing the registration, please dial-in at least 10 minutes before the scheduled start time of the earnings call and enter the Direct Event passcode and registrant ID as instructed to connect to the call.

 

Additionally, a live and archived webcast of the conference call will be available at: https://edge.media-server.com/mmc/p/8moqvyto

 

A replay of the conference call may be accessed by phone approximately two hours after the conclusion of the live call at the following numbers until December 11, 2021. To access the replay, please reference the conference ID 6978907.

 

International +61-2-8199-0299
United States +1-855-452-5696
Hong Kong, China +852-800-963-117
Mainland, China +86-800-870-0206
  +86-400-632-2162

 

About AGM Group Holdings Inc.

 

Incorporated in April 2015 and headquartered in Beijing, China, AGM Group Holdings Inc. (NASDAQ: AGMH) is an integrated technology company focusing on providing fintech software services and producing high-performance hardware and computing equipment. AGMH's mission is to become one of the key participants and contributors in the global fintech and blockchain ecosystem. For more information, please visit www.agmprime.com.

 

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Forward Looking Statements

 

This news release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates" and similar statements. All statements other than statements of historical fact in this press release are forward-looking statements and involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. These forward-looking statements are based on management's current expectations, assumptions, estimates and projections about the Company and the industry in which the Company operates, but involve a number of unknown risks and uncertainties, Further information regarding these and other risks is included in the Company's filings with the U.S. Securities and Exchange Commission. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and actual results may differ materially from the anticipated results. You are urged to consider these factors carefully in evaluating the forward-looking statements contained herein and are cautioned not to place undue reliance on such forward-looking statements, which are qualified in their entirety by these cautionary statements.

 

For more information, please contact:

 

In China:

At the Company:

Email: ir@agmprime.com

 

The Blueshirt Group

Ms. Feifei Shen

Phone: +86 13466566136

Email: feifei@blueshirtgroup.com

 

The Blueshirt Group

Ms. Suwen Feng

Phone: +86 139-1711-0134

Email: suwen@blueshirtgroup.com

 

In the United States:

The Blueshirt Group

Ms. Julia Qian

Phone: +1 973-619-3227

Email: Julia@blueshirtgroup.com

 

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AGM GROUP HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

 

 

    September 30,     December 31,  
    2021     2020  
    (Unaudited)     (Audited)  
ASSETS            
Cash and cash equivalents   $ 1,403,534     $ 664,605  
Accounts receivable     1,541,925       -  
Inventories     4,073,711       -  
Advance to suppliers     14,186,429       -  
Prepayment and other current assets     5,849,326       5,420,916  
Total current assets     27,054,925       6,085,521  
Property and equipment, net     11,037       19,320  
Intangible assets, net     9,003       10,113  
Operating lease right-of-use assets     66,539       -  
Total assets   $ 27,141,504     $ 6,114,954  
                 
LIABILITIES AND SHAREHOLDERS’ EQUITY                
Short-term borrowings   $ 2,541,925     $ -  
Short-term borrowings - related party     499,980       -  
Accounts payable     1,625       4,974  
Accrued expenses and other payables     2,157,119       1,819,544  
Advance from customers     17,560,514       -  
Due to related parties     1,013,641       597,826  
Operating lease liabilities, current     49,522       -  
Total current liabilities     23,824,326       2,422,344  
Operating lease liabilities, non-current     17,017       -  
Total liabilities   $ 23,841,343     $ 2,422,344  
                 
SHAREHOLDERS’ EQUITY:                
Class A Ordinary Shares (200,000,000 shares authorized with par value of $0.001, 21,356,290 and 21,356,290 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively)   $ 21,356     $ 21,356  
Class B Ordinary Shares (200,000,000 shares authorized with par value of $0.001, 7,100,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively)     7,100       7,100  
Additional paid-in capital     8,368,266       8,368,266  
Statutory reserves     47,169       -  
Accumulated deficit     (5,300,800 )     (4,947,815 )
Accumulated other comprehensive income     157,070       243,703  
Total shareholders’ equity     3,300,161       3,692,610  
Total liabilities and shareholders’ equity   $ 27,141,504     $ 6,114,954  

 

The accompanying notes are an integral part of these unaudited consolidated financial statements  

 

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AGM GROUP HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(UNAUDITED)

 

    For The Three Months
Ended
    For The Nine Months
Ended
 
    September 30,     September 30,  
    2021     2020     2021     2020  
                         
Revenues                        
Revenues   $ 5,335,896     $ 31,261     $ 5,335,896     $ 39,710  
Total Revenues     5,335,896       31,261       5,335,896       39,710  
Cost of Revenues                                
Cost of revenues     (4,621,957 )     (10,123 )     (4,621,957 )     (29,872 )
                                 
Gross profit     713,939       21,138       713,939       9,838  
                                 
Operating expenses                                
Selling, general & administrative expenses     329,391       274,059       809,886       765,652  
Research and development expenses     10,304       16,007       32,809       47,355  
Total operating expenses     339,695       290,066       842,695       813,007  
                                 
Income/(Loss) from operations     374,244       (268,928 )     (128,756 )     (803,169 )
                                 
Other income/(expenses)                                
Other income     318       -       495       793  
Other expenses     (15,323 )     (5,324 )     (20,325 )     (3,440 )
Total other expenses     (15,005 )     (5,324 )     (19,830 )     (2,647 )
                                 
Income/(Loss) from continuing operations before provision of income taxes     359,239       (274,252 )     (148,586 )     (805,816 )
Provision for income taxes expenses     (157,230 )     -       (157,230 )     -  
                                 
Net income/(loss) from continuing operations     202,009       (274,252 )     (305,816 )     (805,816 )
                                 
Discontinued operations                                
Loss from discontinued operations, net of income tax     -       (45,690 )     -       (173,168 )
Loss from discontinued operations, net of income tax     -       (45,690 )     -       (173,168 )
                                 
Net income/(loss)   $ 202,009     $ (319,942 )   $ (305,816 )   $ (978,984 )
                                 
Comprehensive income/(loss)                                
Net income/(loss)   $ 202,009     $ (319,942 )   $ (305,816 )   $ (978,984 )
Other comprehensive loss                                
Foreign currency translation adjustment     5,540       (134,319 )     (86,633 )     (93,495 )
Total comprehensive income/(loss)   $ 207,549     $ (454,261 )   $ (392,449 )   $ (1,072,479 )
                                 
Income/(Loss) earnings per common share                                
Continuing operations - Basic and Diluted   $ -     $ (0.01 )   $ -     $ (0.04 )
Discontinued operations - Basic and Diluted     0.01       -       (0.01 )     (0.01 )
                                 
Net income/(loss) per common share - basic and diluted   $ 0.01     $ (0.01 )   $ (0.01 )   $ (0.05 )
                                 
Weighted average Class A ordinary shares outstanding, basic and diluted     21,356,290       21,826,042       21,356,290       21,802,845  

 

The accompanying notes are an integral part of these unaudited consolidated financial statements

 

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AGM GROUP HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

  For The Nine Months
Ended
 
 
    September 30,  
    2021     2020  
Cash flows from operating activities            
Net loss   $ (305,816 )   $ (978,984 )
Net loss from discontinued operations, net of tax     -       (173,168 )
Net loss from continuing operations     (305,816 )     (805,816 )
                 
Adjustment to reconcile net income to net cash used in operating activities                
Depreciation and amortization     9,567       25,035  
Changes in operating assets and liabilities:                
Accounts receivable     (1,541,925 )     -  
Advance to suppliers         (14,186,429 )     -  
Prepayment and other current assets     (428,410 )     95,047  
Inventories     (4,073,711 )     -  
Accounts payable     (3,349 )     134  
Accrued expenses and other payables     337,575       (9,387 )
Advanced from customers     17,560,514       13,375  
Net cash used in operating activities from continuing operations     (2,631,984 )     (681,612 )
Net cash used in operating activities from discontinued operations     -       (261,527 )
Net cash used in operating activities     (2,631,984 )     (943,139 )
                 
Cash flows from investing activities                
Purchase of property and equipment     -       (821 )
Net cash used in investing activities from continuing operations     -       (821 )
Net cash used in investing activities from discontinued operations     -       -  
Net cash used in investing activities     -       (821 )
                 
Cash flows from financing activities                
Proceeds from issuance of ordinary shares     -       667,901  
Proceeds from related parties     373,130       100,292  
Proceeds from short-term borrowings     2,541,925       -  
Proceeds from short-term borrowings – related party       499,980       -  
Repayments to related parties     (17,391 )     (657,538 )
Net cash provided by financing activities from continuing operations     3,397,644       110,655  
Net cash used in financing activities from discontinued operations     -       (120,110 )
Net cash provided by/(used in) financing activities     3,397,644       (9,455 )
                 
Effect of exchange rate changes on cash and cash equivalents     (26,731 )     82,662  
Net change in cash and cash equivalents     738,929       (870,753 )
Cash and cash equivalents, beginning of the period     664,605       2,076,569  
Cash and cash equivalents, end of the period     1,403,534       1,205,816  
Less cash and cash equivalents of discontinued operations–end of period     -       366,606  
Cash and cash equivalents of continuing operations–end of period   $ 1,403,534     $ 839,210  
                 
Supplemental cash flow information                
Interest paid   $ 12,740     $ -  

 

The accompanying notes are an integral part of these unaudited consolidated financial statements

 

 

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