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 July 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 ☐

 

 

 

 

 

 

(1) Previous Independent Registered Public Accounting Firm

 

  (i) On July 3, 2023, AGM Group Holdings Inc. (the “Company”) notified its independent registered public accounting firm, TPS Thayer LLC its decision to dismiss TPS Thayer LLC as the Company’s auditor.

 

  (ii) The reports of TPS Thayer LLC on the financial statements of the Company for the fiscal year ended December 31, 2021 and the related statements of operations and comprehensive income, changes in stockholders’ equity, and cash flows for the fiscal year ended December 31, 2021 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

 

  (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, 2022 and through July 3, 2023, the date of dismissal, (a) there were no disagreements with TPS Thayer LLC 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 TPS Thayer LLC, 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 July 3, 2023, the Company provided TPS Thayer LLC 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 on Form 6-K.

 

(2) New Independent Registered Public Accounting Firm

 

On July 3, 2023, the Audit Committee and the Board of Directors of the Company appointed KCCW Accountancy Corp. 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, 2022 and 2021 and any subsequent interim periods through the date hereof prior to the engagement of KCCW Accountancy Corp., neither the Company, nor someone on its behalf, has consulted KCCW Accountancy Corp. 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.

 

Exhibit Index

 

Exhibit No.   Description
16.1   Letter from TPS Thayer LLC addressed to the U.S. Securities and Exchange Commission

 

1

 

 

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: July 6, 2023 AGM GROUP HOLDINGS INC.
     
  By: /s/ Wenjie Tang
  Name:  Wenjie Tang
  Title: Co-Chief Executive Officer and Director

 

 

2

 

Exhibit 16.1

 

July 6, 2023

 

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

 

Ladies and Gentlemen:

 

We have read AGM Group Holdings Inc’s Form 6-K dated July 6, 2023, and we agree with the statements set forth in the Form 6-K, insofar as they relate to our firm. We have no basis to agree or disagree with other statements made by the registrant contained therein. 

 

Very truly yours,

 

/s/ TPS Thayer LLC  
TPS Thayer LLC  
Sugar Land, Texas  

 


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