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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
| Exhibit No. | Description | |
| 99.1 | Unaudited Financial Results for the six months ended June 30, 2023 |
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 |
|
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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 | ||||||
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