SEC Form 6-K filed by AGM Group Holdings Inc.

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 July 2025

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., Connaught Commercial Building, 185 Wanchai Road

Wanchai, Hong Kong

+852 975-02047 – 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 ☐

AGM Group Holdings Inc. Entered into Equity Transfer Agreement for the Sale of AGM Tianjin and AGM Beijing

On July 28, 2025, AGM Technology Limited, the Hong Kong subsidiary of AGM Group Holdings Inc.(“AGM HK”), entered into an Equity Transfer Agreement by and among AGM HK, Huai’an Qiguangdian Network Technology Co., Ltd. (“HQ Network”), AGM Tianjin Construction Development Co., Ltd. (“AGM Tianjin”) and Beijing AnGaoMeng Technology Service Co., Ltd. (“AGM Beijing”, collectively with AGM Tianjin, the “Target Companies”) for the sale of shares of the Target Companies held by AGM HK to HQ Network (the “Equity Transfer Agreement”).

AGM Tianjin is a wholly-owned subsidiary of AGM HK incorporated in the PRC. AGM Tianjin did not conduct any operations or own any material assets or liabilities except for cash, insignificant expense and 100% of the equity interests in AGM Beijing. AGM Beijing is a wholly-owned subsidiary of AGM Tianjin incorporated in the PRC and its principal activities include software design, technology transfer, technology consulting, technology promotion and data processing. Pursuant to the Equity Transfer Agreement, AGM HK will sell 100% of the Target Companies’ shares it holds to HQ Network for a total transfer consideration of US$5,000. The closing of the sale contemplated under the Equity Transfer Agreement is subject to certain closing conditions.

HQ Network is an independent third party incorporated in the PRC, primarily engaged in information transmission, software development, and information technology services.

The descriptions of the Equity Transfer Agreement herein are qualified in its entirety by reference to the Equity Transfer Agreement, which is filed as Exhibit 99.1 to this Form 6-K.

This report does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

Safe Harbor Statement

This report contains statements that may constitute “forward-looking” statements pursuant to the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” “likely to,” and similar statements. Statements that are not historical facts, including statements about AGM Group Holdings Inc.’s beliefs, plans, and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. Further information regarding these and other risks is included in AGM Group Holdings Inc.’s filings with the SEC. All information provided in this report is as of the date of this report, and AGM Group Holdings Inc. does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

Exhibit Index

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.