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 May 2024
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 ☐
Changes in Company’s Certifying Accountant.
| (1) | Previous Independent Registered Public Accounting Firm |
| (i) | On May 10, 2024, HTL International, LLC (“HTL”), the independent registered public accounting firm, notified AGM Group Holdings Inc. (the “Company”) its decision to resign as the Company’s auditor. |
| (ii) | As of the date of this report, HTL has not issued any financial report or financial statements to the Company. |
| (iii) | The decision to change the independent registered public accounting firm was recommended and approved by the Audit Committee and the Board of Directors of the Company. |
| (iv) | During the Company’s most recent fiscal year ended December 31, 2023 and through May 10, 2024, the date of dismissal, (a) there were no disagreements with HTL on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of HTL, would have caused it to make reference thereto in its reports on the financial statements for such years and (b) there were no “reportable events” as described in Item 304(a)(1)(v) of Regulation S-K. |
| (v) | On May 10, 2024, the Company provided HTL with a copy of this Current Report and has requested that it furnish the Company with a letter addressed to the U.S. Securities and Exchange Commission stating whether it agrees with the above statements. A copy of such letter is attached as Exhibit 16.1 to this Report of Foreign Private Issuer on Form 6-K. |
| (2) | New Independent Registered Public Accounting Firm |
The Audit Committee and the Board of Directors of the Company approved and ratified the appointment of GGF CPA LTD (“GGF”) as its new independent registered public accounting firm to audit the Company’s financial statements. During the two most recent fiscal years ended December 31, 2023 and 2022 and any subsequent interim periods through the date hereof prior to the engagement of GGF, neither the Company, nor someone on its behalf, has consulted GGF regarding:
| (i) | either: the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and either a written report was provided to the Company or oral advice was provided that the new independent registered public accounting firm concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or |
| (ii) | any matter that was either the subject of a disagreement as defined in paragraph 304(a)(1)(iv) of Regulation S-K or a reportable event as described in paragraph 304(a)(1)(v) of Regulation S-K. |
1
Exhibit Index
| Exhibit No. | Description | |
| 16.1 | Letter from HTL International, LLC addressed to the U.S. Security Exchange Commission |
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.
| Date: May 10, 2024 | AGM GROUP HOLDINGS INC. | |
| By: | /s/ Bo Zhu | |
| Name: | Bo Zhu | |
| Title: | Co-Chief Executive Officer and Director | |
3