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                           March 31, 2022

       Wenjie Tang
       Chief Executive Officer
       AGM Group Holdings, Inc.
       Room 1502-3 15/F., Connaught Commercial Building,
       185 Wanchai Road
       Wanchai, Hong Kong

                                                        Re: AGM Group Holdings,
Inc.
                                                            Amendment No. 3 to
Registration Statement on Form F-3
                                                            Filed March 4, 2022
                                                            File No. 333-262107

       Dear Mr. Tang:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
February 28, 2022 letter.

       Amendment No. 3 to Registration Statement on Form F-3

       Cover Page

   1.                                                   Please disclose whether
you have cash management policies and procedures that dictate
                                                        how funds are
transferred, and if so, describe these policies and procedures. Please
                                                        include corresponding
disclosure in the prospectus summary.
   2.                                                   We note your cover page
disclosure about the Holding Foreign Companies Accountable
                                                        Act. Please expand this
discussion and your risk factor summary discussion to disclose
                                                        that the United States
Senate has passed the Accelerating Holding Foreign Companies
                                                        Accountable Act and
trading of your securities may be prohibited under either of these
 Wenjie Tang
AGM Group Holdings, Inc.
March 31, 2022
Page 2
       acts and include a specific cross-reference to a longer risk factor
discussion of the impacts
       of the HFCAA and Accelerating HFCAA.
Our Company, page 1

3.     Early in the prospectus summary please provide a diagram of the
company's corporate
       structure that identifies the person or entity that owns the equity in
each depicted entity.
4.     We note your determination that you are not required to obtain
permissions from Chinese
       authorities to operate your business. Please provide a basis for this
conclusion. If you
       relied on the opinion of legal counsel, identify that counsel and file a
corresponding
       consent. If you did not rely on the opinion of legal counsel to reach
this determine, please
       disclose this and the reasons you did not rely on counsel. Finally,
expand your discussion
       of the consequences to you and your investors if you inadvertently
conclude that such
       permissions or approvals are not required.
5.     In several instances, we note that your cross references do not refer to
the specific more
       detailed risk factors in question. Please revise here, and throughout,
to ensure that all
       cross-references are specific and accurate.
Risk Factors, page 10

6.     We note that one or more of your officers or directors are located in
China. Please revise
       to include risk factor disclosure to address the difficulty of bringing
actions against these
       individuals and enforcing judgments against them and include a
cross-reference to the
       enforcement of civil liabilities section.
7.     Given the Chinese government   s significant oversight and discretion
over the conduct of
       your business, please revise to highlight separately the risk that the
Chinese government
       may intervene or influence your operations at any time, which could
result in a material
       change in your operations and/or the value of the securities you are
registering.

       Please contact Austin Pattan, Staff Attorney, at (202) 551-6756 or Jeff
Kauten, Staff
Attorney, at (202) 551-3447 with any questions.



                                                              Sincerely,
FirstName LastNameWenjie Tang
                                                              Division of
Corporation Finance
Comapany NameAGM Group Holdings, Inc.
                                                              Office of
Technology
March 31, 2022 Page 2
cc:       Yarona L. Yieh
FirstName LastName