May 21, 2020
VIA EDGAR
U.S. Securities and Exchange Commission
Office of Information Technologies and Services
100 F Street, N.E.
Washington, D.C. 20549
Attention: Jan Woo, Legal Branch Chief
Re: | AGM Group Holdings Inc. |
Amendment No. 1 to Registration Statement on Form F-3 Filed on March 19, 2020
SEC Correspondence Letter Filed on March 27, 2020
File No. 333-236897
Dear Ms. Woo:
Set forth below is the Registrant’s response to your oral comment as communicated to our counsel on April 3, 2020 with regard to the above-referenced filing. To assist your review, the comment is reproduced in bold form and followed by the response to the comment as follows:
1. | Please revise to include information on your financial statements for the fiscal year ended December 31, 2019. |
RESPONSE: We note the Staff’s comment, and in response thereto, respectfully advise the Staff that we have filed the annual report on Form 20-F for the fiscal year ended December 31, 2019 (the “2019 Annual Report”) on May 15, 2020, and we have revised the registration statement to incorporate by reference the 2019 Annual Report.
2. | We note the recent development disclosed on page 3 with respect to your proposed acquisition of Yushu Kingo City Real Estate Development Co., Ltd. and your response to our previous comment letter with respect to the probability of the acquisition. Please disclose the risks in connection with not completing this transaction. |
RESPONSE:We note the Staff’s comment, and in response thereto, respectfully advise the Staff that we have added a risk factor disclosing the risks involving not completing the acquisition. (pg 4)
Should you have additional questions regarding the information contained herein, please contact our outside securities counsel William S. Rosenstadt, Esq. or Mengyi “Jason” Ye, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal or jye@orllp.legal.
AGM Group Holdings Inc. | ||
By: | /s/Wenjie Tang | |
Name: | Wenjie Tang | |
Title: | Chief Executive Officer |