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 2023
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 ☐
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.
| Date: December 27, 2023 |
AGM GROUP HOLDINGS INC. |
| |
|
|
| |
By: |
/s/ Bo Zhu |
| |
Name: |
Bo Zhu |
| |
Title: |
Chief Executive Officer,
Chief Strategy Officer and Director |
2
Exhibit
99.1
Unaudited
Financial Results for the six months ended June 30, 2023
First
Half 2023 Operating and Financial Highlights
|
● | Total
computing power delivered was approximately 417,772 TH/S, compared to 985,688 TH/S in the
first half of 2022. |
|
● | Total
revenues were $36.6 million, down 67.8% from $113.5 million in the first half of 2022. |
|
● | Gross
profit was $1.3 million, compared to $21.6 million in the first half of 2022. |
|
● | Net
income was $16.1 million, compared to $14.6 million in the first half of 2022. |
Mr.
Bo Zhu, Chief Executive Officer and Chief Strategy Officer of the Company, commented, “This year has presented unique challenges
for AGM Group Holdings Inc., reflected in our recent financial results. While our revenues have decreased, largely due to the fluctuating
market demands and the impact on the cryptocurrency sector. Our vision remains steadfast, we see these challenges not as setbacks, but
as opportunities to innovate and adapt. Our commitment to becoming a key player in the global fintech and blockchain ecosystem is unwavering.
We are actively exploring new strategies to enhance our product offerings and market approach, ensuring that we emerge stronger and more
resilient in this dynamic industry. Our focus is not just on immediate gains but on long-term value creation, driving forward with the
conviction that our contributions to fintech and blockchain will pave the way for a more robust and diversified future.”
First
Half 2023 Financial Results
Revenues
Total
revenues were $36.6 million, representing a decrease of 67.8% from $113.5 million for the six months ended June 30, 2022. The decrease
was primarily due to a decrease of sales volume of cryptocurrency mining machine and standardized computing equipment which was impacted
from overall softening in market demand, as well as the lower selling price which resulted from the declining bitcoin price.
Cost
of Revenues
Cost
of revenues was $35.3 million, representing a decrease of 61.6% from $91.9 million for the six months ended June 30, 2022. The decrease
was primarily due to the decrease in procurement costs of cryptocurrency mining machines and standardized computing equipment for the
first half of 2023, which was in line with the decrease in revenues.
Gross
Profit
Gross
profit was $1.3 million, compared to $21.6 million for the six months ended June 30, 2022. The decrease was primarily due to a decrease
in revenues. Gross margin for the first half of 2023 was 3.5%, as compared to 19.0% for same period of 2022. As the declining bitcoin
price leads to the lower selling price of cryptocurrency mining machine while the procurement cost was relatively stable, the gross margin
decreased sharply for the first half of 2023 from the same period of 2022.
Selling,
General and Administrative expenses
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 a
credit of $20.5 million, compared with $1.7 million for the six months ended June 30, 2022. The significant decrease was primarily
due to the reversal of allowance for doubtful accounts which was recorded in year 2022.
Income
from operations
Income
from operation was $21.8 million, compared to $19.9 million for the six months ended June 30, 2022.
Other
expenses
Total
other expenses, net of other income was $0.1 million, compared to $0.2 million for the six months ended June 30, 2022. The decrease was primarily attributable to the interest expense in
the first half of 2022 from the short-term bank borrowings.
Net
income
Net
income was $16.1 million, compared to $14.6 million for the six months ended June 30, 2022.
Earnings
per share
Basic
and diluted net income per common share were both $0.66, compared to $0.68 for the six months ended June 30, 2022.
Cash
and cash equivalents
Cash
and cash equivalent were $3.7 million as of June 30, 2023, compared to $4.1 million as of December 31, 2022.
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 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.
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
Seaquant
Consulting
Ms.
Kristy Li
Email:
kristy@sea-quant.com
AGM GROUP HOLDINGS, INC.
CONSOLIDATED
BALANCE SHEETS
(Amounts
in US$, except for number of shares)
| |
|
June 30, |
|
|
December 31, |
|
| |
|
2023 |
|
|
2022 |
|
| |
|
(Unaudited) |
|
|
(Audited) |
|
| ASSETS |
|
|
|
|
|
|
| CURRENT ASSETS: |
|
|
|
|
|
|
| Cash and cash equivalents |
|
$ |
3,743,271 |
|
|
$ |
4,073,440 |
|
| Accounts receivable, net |
|
|
64,496,914 |
|
|
|
92,755,701 |
|
| Inventories |
|
|
10,394,919 |
|
|
|
3,915,456 |
|
| Advances to suppliers |
|
|
51,788,564 |
|
|
|
13,139,128 |
|
| Prepayment and other current assets |
|
|
2,903,644 |
|
|
|
2,935,644 |
|
| Total current assets |
|
|
133,327,312 |
|
|
|
116,819,369 |
|
| NON - CURRENT ASSETS: |
|
|
|
|
|
|
|
|
| Property and equipment, net |
|
|
558,291 |
|
|
|
689,361 |
|
| Intangible assets, net |
|
|
49,746 |
|
|
|
55,486 |
|
| Operating lease right-of-use assets |
|
|
285,030 |
|
|
|
492,984 |
|
| Deferred tax assets |
|
|
1,848,404 |
|
|
|
7,172,814 |
|
| Total non - current assets |
|
|
2,741,471 |
|
|
|
8,410,645 |
|
| TOTAL ASSETS |
|
$ |
136,068,783 |
|
|
$ |
125,230,014 |
|
| |
|
|
|
|
|
|
|
|
| LIABILITIES AND SHAREHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
| CURRENT LIABILITIES: |
|
|
|
|
|
|
|
|
| Accounts payable |
|
$ |
48,112,338 |
|
|
$ |
64,500,197 |
|
| Accrued expenses and other payables |
|
|
1,844,615 |
|
|
|
2,874,126 |
|
| Advances from customers |
|
|
18,847,299 |
|
|
|
4,572,765 |
|
| Due to related parties |
|
|
9,495,324 |
|
|
|
8,087,981 |
|
| Deferred government grant - current |
|
|
36,028 |
|
|
|
36,529 |
|
| Operating lease liabilities - current |
|
|
95,230 |
|
|
|
162,576 |
|
| Income tax payable |
|
|
14,356,647 |
|
|
|
14,285,918 |
|
| Total current liabilities |
|
|
92,787,481 |
|
|
|
94,520,092 |
|
| NON - CURRENT LIABILITIES: |
|
|
|
|
|
|
|
|
| Operating lease liabilities - non current |
|
|
57,360 |
|
|
|
167,428 |
|
| Deferred government grant - non current |
|
|
77,219 |
|
|
|
98,784 |
|
| Total non - current liabilities |
|
|
134,579 |
|
|
|
266,212 |
|
| TOTAL LIABILITIES |
|
$ |
92,922,060 |
|
|
$ |
94,786,304 |
|
| |
|
|
|
|
|
|
|
|
| SHAREHOLDERS’ EQUITY: |
|
|
|
|
|
|
|
|
| Class A Ordinary Shares (200,000,000 shares authorized with par value of $0.001, 24,254,842 and 24,254,842 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively) |
|
$ |
24,255 |
|
|
$ |
24,255 |
|
| Class B Ordinary Shares (200,000,000 shares authorized with par value of $0.001, 2,100,000 and 2,100,000 shares issued and outstanding as of June 30, 2023 and December 31, 2023, respectively) |
|
|
2,100 |
|
|
|
2,100 |
|
| Additional paid-in capital |
|
|
26,502,856 |
|
|
|
26,502,856 |
|
| Statutory reserves |
|
|
335,696 |
|
|
|
335,696 |
|
| Retained earnings |
|
|
25,857,578 |
|
|
|
9,743,823 |
|
| Accumulated other comprehensive (loss) |
|
|
(9,575,762 |
) |
|
|
(6,165,020 |
) |
| Total shareholders’ equity |
|
|
43,146,723 |
|
|
|
30,443,710 |
|
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY |
|
$ |
136,068,783 |
|
|
$ |
125,230,014 |
|
AGM
GROUP HOLDINGS, INC.
CONSOLIDATED STATEMENTS
OF OPEATIONS AND COMPREHENSIVE INCOME
(Amounts
in US$, except for number of shares)
| | |
For the Six
Months Ended | |
| | |
June
30, | |
| | |
2023 | | |
2022 | |
| | |
(Unaudited) | | |
(Unaudited) | |
| Revenues | |
| | |
| |
| Revenues | |
$ | 36,587,517 | | |
$ | 113,528,876 | |
| Total Revenues | |
| 36,587,517 | | |
| 113,528,876 | |
| Cost of Revenues | |
| | | |
| | |
| Cost of revenues | |
| (35,298,941 | ) | |
| (91,924,102 | ) |
| | |
| | | |
| | |
| Gross
profit | |
| 1,288,576 | | |
| 21,604,774 | |
| | |
| | | |
| | |
| Operating expenses | |
| | | |
| | |
| Selling, general &
administrative expenses | |
| (20,489,329 | ) | |
| 1,675,355 | |
| Total
operating expenses | |
| (20,489,329 | ) | |
| 1,675,355 | |
| | |
| | | |
| | |
| Income from operations | |
| 21,777,905 | | |
| 19,929,419 | |
| | |
| | | |
| | |
| Other income/(expenses) | |
| | | |
| | |
| Other income | |
| 43,197 | | |
| 22,983 | |
| Other
expenses | |
| (147,313 | ) | |
| (252,974 | ) |
| Total
other expenses | |
| (104,116 | ) | |
| (229,991 | ) |
| | |
| | | |
| | |
| Income before provision
of income taxes | |
| 21,673,789 | | |
| 19,699,428 | |
| Provision
for income taxes expenses | |
| (5,560,034 | ) | |
| (5,132,394 | ) |
| Net income | |
| 16,113,755 | | |
| 14,567,034 | |
| | |
| | | |
| | |
| Comprehensive income | |
| | | |
| | |
| Net income | |
$ | 16,113,755 | | |
$ | 14,567,034 | |
| Foreign
currency translation adjustment | |
| (3,410,742 | ) | |
| (4,235,969 | ) |
| Total
comprehensive income | |
$ | 12,703,013 | | |
$ | 10,331,065 | |
| | |
| | | |
| | |
| Income earnings per common share | |
| | | |
| | |
| Net
income per common share - basic | |
$ | 0.66 | | |
$ | 0.68 | |
| Net
income per common share - diluted | |
$ | 0.66 | | |
$ | 0.68 | |
| Weighted average Class
A ordinary shares outstanding, basic | |
| 24,254,842 | | |
| 21,491,291 | |
| Weighted average Class
A ordinary shares outstanding, diluted | |
| 24,254,842 | | |
| 21,491,291 | |
AGM GROUP HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in US$)
| | |
For the Six Months Ended | |
| | |
June 30, | |
| | |
2023 | | |
2022 | |
| | |
(Unaudited) | | |
(Unaudited) | |
| Cash flows from operating activities | |
| | |
| |
| Net income | |
$ | 16,113,755 | | |
$ | 14,567,034 | |
| | |
| | | |
| | |
| Adjustment to reconcile net income to net cash used in operating activities | |
| | | |
| | |
| Depreciation and amortization | |
| 115,674 | | |
| 211,435 | |
| Amortization of operating lease right-of-use asset | |
| 89,445 | | |
| 53,754 | |
| Allowance for doubtful accounts | |
| (21,946,806 | ) | |
| - | |
| Other income | |
| (20,594 | ) | |
| (22,009 | ) |
| Changes in operating assets and liabilities: | |
| | | |
| | |
| Accounts receivable | |
| 50,386,796 | | |
| (52,380,336 | ) |
| Advances to suppliers | |
| (42,426,467 | ) | |
| (22,776,614 | ) |
| Prepayment and other current assets | |
| (5,817 | ) | |
| (191,255 | ) |
| Loan receivable from third parties | |
| - | | |
| (1,180,000 | ) |
| Inventories | |
| (6,904,508 | ) | |
| 18,867,723 | |
| Deferred tax assets | |
| 5,305,969 | | |
| (92,161 | ) |
| Accounts payable | |
| (16,217,544 | ) | |
| 28,053,220 | |
| Accrued expenses and other payables | |
| (853,990 | ) | |
| 8,465,054 | |
| Advances from customers | |
| 15,239,793 | | |
| (3,663,591 | ) |
| Deferred government grant | |
| - | | |
| (4,941 | ) |
| Operating lease liabilities | |
| (63,741 | ) | |
| (26,584 | ) |
| Income tax payable | |
| 94,561 | | |
| - | |
| Net cash used in operating activities | |
| (1,093,474 | ) | |
| (10,119,271 | ) |
| | |
| | | |
| | |
| Cash flows from investing activities | |
| | | |
| | |
| Purchase of property and equipment | |
| (18,167 | ) | |
| (85,575 | ) |
| Purchase of construction in progress | |
| - | | |
| (394,805 | ) |
| Net cash used in investing activities | |
| (18,167 | ) | |
| (480,380 | ) |
| | |
| | | |
| | |
| Cash flows from financing activities | |
| | | |
| | |
| Proceeds from related parties | |
| 1,620,000 | | |
| 8,000,000 | |
| Repayment of short-term borrowings | |
| - | | |
| (1,568,455 | ) |
| Repayments to related parties | |
| (220,000 | ) | |
| (2,086 | ) |
| Net cash (used in)/provided by financing activities | |
| 1,400,000 | | |
| 6,429,459 | |
| | |
| | | |
| | |
| Effect of exchange rate changes on cash and cash equivalents | |
| (618,528 | ) | |
| (4,604,284 | ) |
| Net change in cash and cash equivalents | |
| (330,169 | ) | |
| (8,774,476 | ) |
| Cash and cash equivalents, beginning of the year | |
| 4,073,440 | | |
| 18,426,622 | |
| Cash and cash equivalents, end of the year | |
$ | 3,743,271 | | |
$ | 9,652,146 | |
| | |
| | | |
| | |
| Supplemental cash flow information | |
| | | |
| | |
| Interest paid | |
$ | - | | |
$ | 7,198 | |
| Income taxes paid | |
$ | 159,504 | | |
$ | 29,900 | |
| | |
| | | |
| | |
| Non-cash investing and financing activities | |
| | | |
| | |
| Disposals of ROU Assets | |
$ | 108,830 | | |
| - | |
5
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