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 November 2024

 

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 ☐

 

 

 

 

 

 

INCORPORATION BY REFERENCE

 

This report on Form 6-K shall be deemed to be incorporated by reference into the registration statement of AGM Group Holdings Inc. (the “Company”) on Form F-3 filed on January 11, 2022 (File No. 333-262107) , as amended, and to be a part thereof from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

 

EXHIBIT INDEX

 

Exhibit No.   Description
99.1   Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Six Months ended June 30, 2024 and 2023
99.2  

Unaudited Interim Condensed Consolidated Financial Statements for the Six Months ended June 30, 2024

101.INS   XBRL Instance Document.
101.SCH   Inline XBRL Taxonomy Extension Schema Document.
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB   Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 

 

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: November 19, 2024 AGM GROUP HOLDINGS INC.
     
  By: /s/ Bo Zhu
  Name: Bo Zhu
  Title: Chief Executive Officer,
Chief Strategy Officer and Director

 

 

2

 

 

Exhibit 99.1

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND 2023

 

Operating Results

 

Revenues

 

Revenues from continuing operations for the six months ended June 30, 2024 were approximately $3.8 million, an 88% decrease from $31.7 million for the six months ended June 30, 2024. Revenues dropping dramatically was mainly due to three reasons. Firstly, we entered into fewer sales contracts for the six months ended June 30, 2024. secondly, our clients postponed the date of delivery. As a result, advances from customers have not yet been recognized as revenues. Further, we stopped selling one of the products as it resulted in negative gross margins in previous periods.

 

Cost of Revenues

 

Cost of revenues primarily consist of cost of product revenue, which includes direct costs of cryptocurrency mining machines, standardized computing equipment.

 

Our cost of revenues saw a decrease of 93% from approximately $30.7 million for the six months ended June 30, 2023 to $2.1 million for the six months ended June 30, 2024. The decrease in cost of revenues is in line with the decline in revenues.

 

Gross profits

 

Gross profits for the six months ended June 30, 2024 was $1.7 million, compared to $1.1 million for the six months ended June 30, 2023. The increase in gross profits was contributed by a large drop in cost of revenues compared to that in revenue. Gross margin for the six months ended June 30, 2024 was 44.8% compared to 3.3% for the six months ended June 30, 2023. The increase in gross margin was mainly because we stopped a product contributing a negative gross margin.

 

Selling, General and Administrative Expenses

 

Selling, general and administrative expenses consist primarily of credit losses, sales and administrative employee-related expenses and professional fees.

 

During the six months ended June 30, 2024, selling, general and administrative expenses increased from a credit of approximately $21.5 million to $15.7 million for the six months ended June 30, 2023. The increase was primarily due to the reversal of allowance for doubtful account which was recorded in the six months ended June 30, 2023.

 

Net (Loss)/Income from continuing operations

 

As a result of the foregoing, our net loss from continuing operations was $10.6 million or ($0.44) per share (basic and diluted) for the six months ended June 30, 2024 compared to net income from continuing operations of $16.7 million or $0.69 per share (basic and diluted).

 

Loss from discontinued operation, net of income taxes

 

Our loss from discontinued operations was $4.3 million or ($0.18) per share (basic and diluted) for the six months ended June 30, 2024 compared to $0.5 million or ($0.02) per share (basic and diluted) for the six months ended June 30, 2023.

 

 

 

 

The table below sets forth the operating result of discontinued operation included in our condensed consolidated statements of operation:

 

   June 30,   December 31, 
   2024   2023 
Revenues  $23,287,088   $4,851,551 
Cost of revenues   (22,785,394)   (4,621,665)
Gross profit   501,694    229,886 
Operating expenses   5,582,294    969,378 
Other income, net   48,541    16,562 
Loss before income tax   (5,032,059)   (722,930)
Income tax expense   729,740    180,733 
Total loss from discontinued operations   (4,302,319)   (542,197)

 

Net (loss)/Income

 

As a result of the factors described above, our net loss for the six months ended June 30, 2024 was $14.9 million, compared to net income of $16.1 million for the six months ended June 30, 2023.

 

Foreign currency translation

 

The accompanying condensed consolidated financial statements are presented in United States dollar (“$”), which is the reporting currency of us. The functional currency of AGM Group Holdings, Inc., AGM Technology Limited, AGM Defi Tech Ltd., our subsidiaries established pursuant to the laws of Hong Kong, AGM DEFI LAB PTE. Ltd., our subsidiary established pursuant to the laws of Singapore, and AGM Software Services Ltd, our subsidiary established pursuant to the laws of the British Virgin Islands are United States dollar. The functional currency of AGM Tianjin Construction Development Co, Ltd., Beijing AnGaoMeng Technology Service Co., Ltd., Nanjing Lucun Semiconductor Co. Ltd., and Beijing Keen Sense Technology Service Co., Ltd., our indirect subsidiaries established pursuant to the laws of China, are Renminbi (“RMB”). For the subsidiaries whose functional currencies are RMB, results of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the exchange rate at the end of the period, and equity is translated at historical exchange rates.

 

The Condensed Consolidated Balance Sheets balances, with the exception of equity at June 30, 2024 and December 31, 2023, were translated at RMB7.1268 and RMB7.0827 to $1.00, respectively. The equity accounts were stated at their historical rate. The average translation rates applied to the Condensed Consolidated Statements of Operations and Comprehensive Loss/Income and the Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023 were RMB7.1051and RMB7.0467 to $1.00, respectively.

 

Net gains and losses resulting from foreign exchange translations are included in the comprehensive income/loss on the condensed consolidated statements of operations. As a result of foreign currency translations, which are a non-cash adjustment, we reported a foreign currency translation loss of $185,586 and $3,410,742 for the six months ended June 30, 2024 and 2023, respectively. This non-cash loss had the effect on our reported comprehensive loss or income.

 

2

 

 

Liquidity and Capital Resources.

 

Liquidity

 

For the six months ended June 30, 2024 and 2023

 

Liquidity is the ability of a company to generate funds to support our current and future operations, satisfy our obligations and otherwise operate on an ongoing basis. As of June 30, 2024 and December 31, 2023, we had working deficit of $10.2 million and working capital of $9.1 million, including cash and cash equivalents and restricted cash of $1.2 million and $1.5 million, respectively. We believe that our current cash and cash to be generated from our operations will be sufficient to meet our working capital needs for at least the next twelve months. We are not dependent upon the access to borrow loans from our related parties. We plan to expand our business to implement our growth strategies to broaden our service and strengthen our position in the marketplace. 

 

The following table sets forth a summary of changes in our working capital from December 31, 2023 to June 30, 2024:

 

   June 30,   December 31,       Percentage 
   2024   2023   Change   Change 
Working capital:                
Total current assets  $56,203,311   $87,119,145   $(30,915,834)   (35)%
Total current liabilities   66,365,747    77,981,722    (11,615,975)   (15)%
Working capital  $(10,162,436)  $9,137,423   $(19,299,859)   (211)%

 

Because the exchange rate conversion is different for the condensed consolidated balance sheets and the condensed consolidated statements of cash flows, the changes in assets and liabilities reflected on the condensed consolidated statements of cash flows are not necessarily identical with the comparable changes reflected on the condensed consolidated balance sheets.

 

Cash Flow Summary

 

The following table sets forth certain items in our condensed consolidated statements of cash flows for the six months ended June 30, 2024 and 2023.

 

   June 30,   June 30, 
   2024   2023 
Net cash used in operating activities  $(590,727)  $(1,093,474)
Net cash used in investing activities   -    (18,167)
Net cash provided by financing activities   487,507    1,400,000 
Exchange rate effect on cash, cash equivalents and restricted cash   (264,495)   (618,528)
Net change in cash and cash equivalents   (367,715)   (330,169)
Cash and cash equivalents, beginning of the year   1,601,479    4,073,440 
Cash and cash equivalents, end of the year   1,233,764    3,743,271 
Less cash and cash equivalents of discontinued operations – end of period   22,191    273,713 
Cash and cash equivalents of continuing operations – end of period  $1,211,573   $3,469,558 

 

3

 

 

We have cash and cash equivalents held in financial institutions in the following countries (regions):

 

   June 30,   December 31, 
Country (Region)  2024   2023 
China (Mainland)  $55   $400 
China (Hong Kong)   976,695    1,310,551 
Singapore   234,823    234,897 
Total cash and cash equivalents  $1,211,573   $1,545,848 

 

Operating Activities:

 

Net cash used in operating activities of continuing operations for the six months ended June 30, 2024 was $641,048 (total of $590,726 including net cash provided by discontinued operations of $50,321), primarily due to a net loss from continuing operations of $10,619,463, a decrease in advances from customers of $3,706,627 and offset by allowance for doubtful accounts of $14,788,061.

 

Net cash used in operating activities of continuing operations for the six months ended June 30, 2023 was $4,044,149 (total of $1,093,474 including net cash provided by discontinued operating activities of $2,950,675), primarily due to a net income from continuing operations of $16,655,952 offset by a decrease in accounts payable of $20,255,606.

 

Investing Activities:

 

No cash spent in investing activities of continuing operations and discontinued operations for the six months ended June 30, 2024.

 

Net cash used in investing activities of continuing and discontinued operations for the six months ended June 30, 2023 was nil and $18,167 for purchase of property and equipment respectively.

 

Financing Activities:

 

Net cash provided by financing activities of continuing operations for the six months ended June 30, 2024 was $560,000 (total of $487,507 including net cash used in financing activities of discontinued operations of $72,493), which was solely from proceeds from related parties.

 

Net cash provided by financing activities of continuing operations for the six months ended June 30, 2023 was $1,400,000 including proceeds from related parties of $1,620,000, and offset by repayments to related parties of $220,000.

 

Regulatory Restrictions on Capital Injections

 

If we conduct offerings in the future, we plan to use proceeds from such offerings to fund our business from time to time. In order to do so, we will be required to comply with the following Chinese regulations regarding capital injections to foreign-invested enterprises.

 

Chinese regulations relating to investments in offshore companies by Chinese residents. SAFE promulgated the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Financing and Round trip Investment through Offshore Special Purpose Vehicles, or SAFE Circular 37, on July 4, 2014. SAFE Circular 37 requires Chinese residents to register and update certain investments in companies incorporated outside of China with their local SAFE branch. SAFE also subsequently issued various guidance and rules regarding the implementation of SAFE Circular 37, which imposed obligations on Chinese subsidiaries of offshore companies to coordinate with and supervise any Chinese-resident beneficial owners of offshore entities in relation to the SAFE registration process.

 

We may not be aware of the identities of all of our beneficial owners who are Chinese residents. We do not have control over our beneficial owners and cannot assure you that all of our Chinese-resident beneficial owners will comply with SAFE Circular 37 and subsequent implementation rules. The failure of our beneficial owners who are Chinese residents to register or amend their SAFE registrations in a timely manner pursuant to SAFE Circular 37 and subsequent implementation rules, or the failure of future beneficial owners of our Company who are Chinese residents to comply with the registration procedures set forth in SAFE Circular 37 and subsequent implementation rules, may subject such beneficial owners or our Chinese subsidiaries to fines and legal sanctions, which may be substantial. Failure to register may also limit our ability to contribute additional capital to our Chinese subsidiaries and limit our Chinese subsidiaries’ ability to distribute dividends to our Company. These risks may have a material adverse effect on our business, financial condition and results of operations.

 

4

 

 

China regulates loans to and direct investment in Chinese entities by offshore holding companies and there is governmental control of currency conversion. We are an offshore holding company conducting our operations in China through our wholly owned subsidiaries. As an offshore holding company, we may make loans and additional contributions to subsidiaries subject to certain government authorities’ registration and/or approvals, including MOFCOM, SAIC and SAFE, or their local counterparts.

 

Any loan to subsidiaries, which is treated as a foreign-invested enterprise under Chinese law, is subject to Chinese regulations and foreign exchange loan registrations. In January 2003, the China State Development and Reform Commission, SAFE and Ministry of Finance jointly promulgated the Circular on The Interim Provisions on the Management of Foreign Debts, or the Circular 28, limiting the total amount of foreign debt a foreign-invested enterprise may incur to the difference between the amount of total investment approved by the Ministry of Commerce or its local counterpart for such enterprise and the amount of registered capital of such enterprise, and requiring registration of any such loans with SAFE. On January 11, 2017, the People’s Bank of China (the “PBOC”), promulgated the Circular on Matters concerning the Macro-Prudential Management of Full-Covered Cross-Border Financing, or the PBOC Circular 9. Pursuant to PBOC Circular 9, the foreign debt upper limit for both foreign-invested companies and domestic-invested companies is calculated as twice the net asset of such companies. As to net assets, the companies shall take the net assets value stated in their latest audited financial statement. The PBOC Circular 9 does not supersede the Circular 28. It provides a one-year transitional period from its promulgation date for foreign-invested companies, during which foreign-invested companies, such as our WFOE, could choose their calculation method of foreign debt upper limit based on either the Foreign Debts Provisions or the PBOC Circular 9. The transitional period ended on January 11, 2018. Upon its expiry, pursuant to the PBOC Circular 9, the PBOC and SAFE will determine the cross-border financing administration mechanism for the foreign-invested enterprises after evaluating the overall implementation of the PBOC Circular 9. As of the date hereof, neither PBOC nor SAFE has promulgated and made public any further rules, regulations, notices or circulars in this regard. It is uncertain which mechanism will be adopted by PBOC and SAFE in the future and what statutory limits will be imposed on us when providing loans to our PRC subsidiaries.

 

We may choose to finance subsidiaries by means of capital contributions. These capital contributions must be registered with the Ministry of Commerce or its local counterpart. In March 2015, SAFE issued the Circular Concerning the Reform of the Administration of the Settlement of Foreign Currency Capital of Foreign-Invested Enterprises, or SAFE Circular No.19, which became effective in June 2015. SAFE Circular No.19 regulates the conversion by a foreign-invested enterprise of foreign currency registered capital into RMB by restricting how the converted RMB may be used. Furthermore, SAFE promulgated a circular in June 2016, SAFE Circular No.16, which further revises some clauses in the SAFE Circular No.19. SAFE Circular No. 19 and No.16 provide that the capital-account foreign exchange incomes of a domestic enterprise shall not be used for expenditures that are forbidden by relevant laws and regulations, for purposes that are not included in the business scope approved by the applicable government authority, shall not be used for direct or indirect equity investments within China or for any other kind of investment except principal-guaranteed wealth-management products, unless otherwise prescribed by other laws and regulations, shall not be used for issuing RMB entrusted loans (except included in the business scope approved by the applicable government authority or issuing RMB entrusted loans to affiliated enterprises), repaying inter-enterprise loans, repaying bank loans which has been refinanced to third parties, issuing RMB loans to non-affiliated enterprises unless expressly permitted in the business scope and shall not be used to purchase real estate that is not for personal use except if we are a real estate enterprise. In addition, SAFE supervises the flow and use of the RMB capital converted from foreign currency registered capital of a foreign-invested company by further focusing on ex post facto supervision and violations. Previously, for FIEs the increase of capital contribution shall be approved by MOFCOM. In 2016, the approval was changed to registration. Currently, China is holding more open and tolerate attitude toward FIEs. Even with more and more open policy toward FDI and FIEs, Circulars mentioned above may still have some limit on our ability to use the net proceeds from future offerings to invest in or acquire any other Chinese companies in China, which may adversely affect our liquidity and our ability to fund and expand our business in China.

 

5

 

 

5.C. Research and Development, Patent and Licenses, etc.

 

Please refer to “Item 4. Information on the Company – D. Property, Plant and Equipment – Intellectual Property.”

 

5.D. Trend Information.

 

Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on our net revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition or results of operations.

 

5.E. Critical Accounting Estimates

 

Critical Accounting Policies

 

We regularly evaluate the accounting policies and estimates that we use to make budgetary and financial statement assumptions. A complete summary of these policies is included in the notes to our financial statements. In general, management’s estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management. The discussion of our critical accounting policies contained in Note 2 to our condensed consolidated financial statements, “Summary of Significant Policies”, is incorporated herein by reference.

 

Discontinued Operation

 

A discontinued operation may include a component of an entity or a group of components of an entity, or a business or non-profit activity. A disposal of a component of an entity is required to be reported in discontinued operation if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when any of the following occurs: (1) the component of an entity or group of components of an entity meets the criteria to be classified as held for sale; (2) the component of an entity or group of components of an entity is disposed of by sale; (3) the component of an entity or group of components of an entity is disposed of other than by sale (for example, by abandonment or in ad distribution to owners in a spinoff).

 

For the component disposed of other than by sale in accordance with paragraph 360-10-45-15, the Company adopted ASC Topic 205-20-45-3 and reported the results of operations of the discontinued operations, less applicable income tax expenses or benefits as a separate component in the statement where net income (loss) is reported for current and all prior periods presented.

 

Based on a strategic plan, the Company plans to sell Nanjing Lucun, AGM Tianjin, AGM Beijing and Beijing Keen Sense. As of June 30, 2024 and December 31, 2023, the operation of these entities was classified as a discontinued operation. For the six months ended June 30, 2024 and 2023, the operation of the above entities was presented in discontinued operations.

 

Reclassification

 

Certain prior period amounts have been reclassified to conform to current period presentation in order to reflect the discontinued operations of Nanjing Lucun, AGM Tianjin, AGM Beijing and Beijing Keen Sense. None of the ese reclassifications had an impact on reported financial position or cash flows for any of the period presented.

 

6

 

 

Revenue Recognition

 

We adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”) for all years presented. The core principle of this new revenue standard is that a company should recognize revenue when control of the promised goods or services is transferred to the customers, in an amount that reflects the consideration to which We expect to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle by us in determination of revenue recognition:

 

  Step 1: Identify the contract(s) with the customer;
     
  Step 2: Identify the performance obligations in the contract;

 

  Step 3: Determine the transaction price;
     
  Step 4: Allocate the transaction price to the performance obligations in the contract; and
     
  Step 5: Recognize revenue when or as we satisfy a performance obligation.

 

We are a mining machine developer, engaging in research, development and sales of cryptocurrency mining machine and standardized computing equipment.

 

The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate.

 

We derive revenue from the sale of cryptocurrency mining machine and standardized computing equipment for the six months ended June 30, 2024 and 2023. We began the business transformation to became a blockchain hardware machine and software developer in 2021. We enter into contracts with customers that include promises to transfer various products and services, which are generally capable of being distinct and accounted for as separate performance obligations. Revenue is recognized when the promised goods or services are transferred to customers, in an amount that reflects the consideration allocated to the respective performance obligation. We recorded and recognized revenues from both products and services in one account, which we present as revenues and revenues from related parties in the accompanying condensed consolidated statements of operations and comprehensive loss/income.

 

Allowance for credit losses

 

Accounts receivable consists principally of amounts due from trade customers. Credit is extended based on an evaluation of the customer’s financial condition and collateral is not generally required.

 

7

 

 

We evaluate the accounts receivable for expected credit losses on a regular basis. We maintain an estimated allowance for credit losses to reduce its accounts receivable to the amount that it believes will be collected. We use the length of time a balance has been outstanding, the payment history, creditworthiness and financial conditions of the customers and industry trend as credit quality indicators to monitor our receivables within the scope of expected credit losses model, along with reasonable and supportable forecasts as a basis to develop our expected loss estimates. We adjust the allowance percentage periodically when there are significant differences between estimated credit losses and actual bad debts. If there is strong evidence indicating that the accounts receivable is likely to be unrecoverable, the Company also makes specific allowance in the period in which a loss is determined to be probable. Accounts receivable balances are written off after all collection efforts have been exhausted.

 

We recorded bad debt expense of $40,018 from continuing operations for the six months ended June 30, 2024 and reversed credit losses of $21.9 million for the six months ended June 30, 2023, from continuing operations respectively.We recorded bad debt expense of $4,921,509 and nil for the six months ended June 30, 2024 and 2023, from discontinued operation operations respectively.

 

Provision of advance to suppliers

 

Advance to suppliers, which is settled when the products are provided and accepted by us. We review its advances to suppliers periodically and determines the adequacy of provision. A provision will be provided, once the likelihood of future economic benefits associated with the advances to supplier is remote, to reflect the recoverable amount from the advances to suppliers. For the six months ended June 30, 2024 and 2023, we recorded provision of advances to suppliers of $14.75 million and nil from continuing operations, respectively. We reversed provision of advances to suppliers of $2,219,353 and recorded provision of advances to suppliers of $2,021,851 from discontinued operation for the six months ended June 30, 2024 and recorded nil provision of advances to suppliers for the six months ended June 30, 2023, from discontinued operation, respectively.

 

Valuation allowance of deferred tax assets

 

We account for income taxes using the asset/liability method prescribed by ASC 740, “Accounting for Income Taxes.” Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. We record a valuation allowance to offset deferred tax assets if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. For the six months ended June 30, 2024 and 2023, we recorded valuation allowance of deferred tax assets of $1,286 and nil from continuing operations and $524,618.00 and nil from discontinued operation, respectively.

 

8

 

 

Uncertainty of tax position

 

The China EIT Law provides that an enterprise established under the laws of foreign countries or regions but whose “de facto management body” is located in China be treated as a resident enterprise for PRC tax purpose and consequently be subject to China income tax at the rate of 25% for its worldwide income. The Implementing Rules of the China EIT Law merely defines the location of the “de facto management body” as “the place where the exercising, in substance, of the overall management and control of the production and business operation, personnel, accounting, properties, etc., of a non-PRC company is located.” On April 22, 2009, China State Administration of Taxation further issued a notice entitled “Notice regarding Recognizing Offshore-Established Enterprises Controlled by PRC Shareholders as Resident Enterprises Based on Their place of Effective Management.” Under this notice, a foreign company controlled by a PRC company or a group of PRC companies shall be deemed as a PRC resident enterprise, if (i) the senior management and the core management departments in charge of its daily operations mainly function in China; (ii) its financial decisions and human resource decisions are subject to decisions or approvals of persons or institutions in China; (iii) its major assets, accounting books, company sales, minutes and files of board meetings and shareholders’ meetings are located or kept in China; and (iv) more than half of the directors or senior management personnel with voting rights reside in China. Based on a review of surrounding facts and circumstances, we believe that there is an uncertain tax position as to whether its operations outside of China will be considered a resident enterprise for PRC tax purposes due to limited guidance and implementation history of the China EIT Law. Should our subsidiaries be treated as a resident enterprise for PRC tax purposes, we will be subject to PRC tax on worldwide income at a uniform tax rate of 25%.For the six months ended June 30, 2024, and for the years ended December 31, 2023 we have evaluated this uncertain tax position and recorded a tax liability on the Condensed Consolidated Balance Sheet. As of June 30, 2024,and December 31, 2023, income tax payable related to the uncertain tax position were $12.5million and $12.2 million, respectively.

 

Recent Accounting Pronouncements

 

The discussion of the recent accounting pronouncements contained in Note 2 to our condensed consolidated financial statements, “Summary of Significant Policies”, is incorporated herein by reference.

 

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, 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”, “expect”, “anticipates”, “future”, “intends”, “plans”, “believes”, “estimates” and similar statement. 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.

 

 

9

 

 

Exhibit 99.2

 

AGM GROUP HOLDINGS, INC.

UNAUDITED INTERIOM CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in US$, except for number of shares)

 

   June  30,   December 31, 
   2024   2023 
         
ASSETS        
CURRENT ASSETS:        
Cash and cash equivalents  $1,211,573   $1,544,275 
Restricted cash   
-
    1,573 
Accounts receivable, net   
-
    4,860,571 
Inventories   
-
    
-
 
Advances to suppliers, net   43,975,791    56,414,753 
Prepayment and other current assets, net   4,141,916    3,776,609 
Assets of discontinued operations - current   6,874,031    20,521,364 
Total current assets   56,203,311    87,119,145 
NON - CURRENT ASSETS:          
Property and equipment, net   
-
    
-
 
Intangible assets, net   38,267    44,007 
Operating lease right-of-use assets   
-
    
-
 
Deferred tax assets   10,859,094    7,156,011 
Assets of discontinued operations - non-current   3,626,915    3,228,182 
Total non - current assets   14,524,276    10,428,200 
TOTAL ASSETS  $70,727,587   $97,547,345 
           
LIABILITIES AND SHAREHOLDERS’ EQUITY          
CURRENT LIABILITIES:          
Accounts payable  $19,936,752   $19,909,752 
Accrued expenses and other payables   1,035,134    926,140 
Advances from customers   539    3,707,166 
Due to related parties   9,804,969    9,240,203 
Deferred government grant, current   
-
    
-
 
Operating lease liabilities, current   
-
    
-
 
Income tax payable   14,146,946    13,839,598 
Liabilities of discontinued operations - current   21,441,407    30,358,863 
Total current liabilities   66,365,747    77,981,722 
NON - CURRENT LIABILITIES:          
Operating lease liabilities, non-current   
-
    
-
 
Deferred government grant, non-current   
-
    
-
 
Liabilities of discontinued operations - non-current   36,708    133,123 
Total non - current liabilities   36,708    133,123 
TOTAL LIABILITIES  $66,402,455   $78,114,845 
           
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 December 31, 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 December 31, 2023 and December 31, 2022, respectively)   2,100    2,100 
Additional paid-in capital   26,502,856    26,502,856 
Statutory reserves   335,696    335,696 
Retained earnings   (12,617,239)   2,304,543 
Accumulated other comprehensive loss   (9,922,536)   (9,736,950)
Total shareholders’ equity   4,325,132    19,432,500 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY  $70,727,587   $97,547,345 

 

 

 

 

AGM GROUP HOLDINGS, INC.

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPEATIONS AND COMPREHENSIVE (LOSS)/INCOME

(Amounts in US$, except for number of shares)

 

   For The Six Months Ended June 30, 
   2024   2023 
         
Revenues  $3,826,875   $31,735,966 
Cost of revenues   (2,112,000)   (30,677,276)
Gross profit   1,714,875    1,058,690 
           
Operating expenses          
Selling, general & administrative expenses   15,653,615    (21,458,707)
Research and development expenses   
 
    
 
 
Total operating expenses   15,653,615    (21,458,707)
           
(Loss)/Income from operations   (13,938,740)   22,517,397 
           
Other income/(expenses)          
Other income   26,076    22,345 
Other expenses   (102,556)   (143,023)
Total other (expenses)/income   (76,480)   (120,678)
           
Income (loss) from continuing operation before provision of income taxes   (14,015,220)   22,396,719 
Provision for income taxes benefit/(expenses)   3,395,757    (5,740,767)
Net (loss)/income from continuing operation   (10,619,463)   16,655,952 
Loss from discontinued operation, net of income tax   (4,302,319)   (542,197)
Net (loss)/income  $(14,921,782)  $16,113,755 
           
Net income/(loss) from continuing operations per ordinary share:          
Basic and diluted  $(0.44)  $0.69 
Net income/(loss) from discontinued operation per ordinary share:          
Basic and diluted  $(0.18)  $(0.02)
Net income/(loss) per ordinary share:          
Basic and diluted  $(0.62)  $0.66 
Weighted average shares outstanding          
Basic and diluted   24,254,842    24,254,842 
           
Comprehensive income/(loss)          
Net income/(loss)   (14,921,782)   16,113,755 
Other comprehensive (loss)/income          
Foreign currency translation adjustment   (185,586)   (3,410,742)
Total comprehensive (loss)/income  $(15,107,368)  $12,703,013 
           
Weighted average Class A ordinary shares outstanding, basic   24,254,842    24,254,842 
Weighted average Class A ordinary shares outstanding, diluted   24,254,842    24,254,842 

 

2

 

 

AGM GROUP HOLDINGS, INC.

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

 

   Number of
Class A
Ordinary
Share
   Number of
Class B
Ordinary
Share
   Class A
Ordinary
Share
   Class B
Ordinary
Share
   Additional
paid-in
capital
   Statutory
Reserves
   (Accumulated
loss)/ Retained
earnings
   Accumulated
other
comprehensive
income/(loss)
   Total 
Balance, December 31, 2022   24,254,842    2,100,000   $24,255   $2,100   $26,502,856   $335,696   $9,743,823   $(6,165,020)  $30,443,710 
Net income                                 16,113,755         16,113,755 
Issuance of common shares                                             
Appropriation to statutory reserve                                             
Cancellation of Class B ordinary shares                                             
Foreign currency translation adjustment                                      (3,410,742)   (3,410,742)
Balance, June 30, 2023   24,254,842    2,100,000   $24,255   $2,100   $26,502,856   $335,696   $25,857,578   $(9,575,762)  $43,146,723 

 

   Number of
Class A
Ordinary
Share
   Number of
Class B
Ordinary
Share
   Class A
Ordinary
Share
   Class B
Ordinary
Share
   Additional
paid-in
capital
   Statutory
Reserves
   (Accumulated
loss)/ Retained
earnings
   Accumulated
other
comprehensive
income/(loss)
   Total 
Balance, December 31, 2023   24,254,842    2,100,000   $24,255   $2,100   $26,502,856   $335,696   $2,304,543   $(9,736,950)  $19,432,500 
Net income             
 
    
 
    
 
    
 
    (14,921,782)        (14,921,782)
Issuance of common shares             
 
    
 
         
 
    
 
    
 
      
Appropriation to statutory reserve             
 
    
 
    
 
    
 
    
 
           
Cancellation of Class B ordinary shares             
 
              
 
    
 
         
 
 
Foreign currency translation adjustment             
 
    
 
    
 
    
 
    
 
    (185,586)   (185,586)
Balance, June 30, 2024   24,254,842    2,100,000   $24,255   $2,100   $26,502,856   $335,696   $(12,617,239)  $(9,922,536)  $4,325,132 

 

3

 

 

AGM GROUP HOLDINGS, INC.

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in US$)

 

  For The Six Months Ended
June 30,
   
 
   2024   2023 
         
Cash flows from operating activities        
Net income (loss)  $(14,921,782)  $16,113,755 
Net income (loss) from continuing operations   (10,619,463)   16,655,952 
Net income (loss) from discontinued operations, net of tax   (4,302,319)   (542,197)
           
Adjustment to reconcile net (loss)/income to net cash used in operating activities          
(Depreciation and amortization   5,740    5,741 
Amortization of operating lease right-of-use asset   
-
    
-
 
Allowance for doubtful accounts   14,788,061    (21,946,806)
Other income   
-
    
-
 
           
Changes in operating assets and liabilities:          
Accounts receivable   4,820,553    14,837,479 
Inventories   
-
    
-
 
Advances to suppliers   (2,309,081)   (7,446,908)
Prepayment and other current assets   (365,307)   (111,523)
Deferred tax assets   (3,703,105)   5,486,702 
Accounts payable   27,000    (20,225,606)
Accrued expenses and other payables   113,833    (76,442)
Income tax payable   307,348    254,065 
Advances from customers   (3,706,627)   8,523,197 
Deferred government grant   
-
    
-
 
Operating lease liabilities   
-
    
-
 
Loan receivable from third parties   
-
    
-
 
Net cash used in operating activities from continuing operations   (641,048)   (4,044,149)
Net cash provided by operating activities from discontinued operations   50,321    2,950,675 
Net cash used in operating activities   (590,727)   (1,093,474)
           
Cash flows from investing activities          
Purchase of property and equipment   
-
    
-
 
Purchase of construction in progress   
-
    
-
 
Net cash used in investing activities from continuing operations   
-
    
-
 
Net cash used in investing activities from discontinued operations   
-
    (18,167)
Net cash used in investing activities   
-
    (18,167)
           
Cash flows from financing activities          
Proceeds from related parties   560,000    1,620,000 
Proceeds from short-term borrowings   
-
    
-
 
Additions/disposal of ROU Assets   
-
    
-
 
Repayments to related parties   
-
    (220,000)
Net cash provided by financing activities from continuing operations   560,000    1,400,000 
Net cash used in financing activities from discontinued operations   (72,493)   - 
Net cash provided by financing activities   487,507    1,400,000 
           
Effect of exchange rate changes on cash and cash equivalents   (264,495)   (618,528)
Net change in cash and cash equivalents   (367,715)   (330,169)
Cash and cash equivalents, beginning of the period   1,601,479    4,073,440 
Cash and cash equivalents, end of the period   1,233,764    3,743,271 
Less cash and cash equivalents of discontinued operations, end of the period   22,191    273,713 
Cash and cash equivalents of continuing operations–end of period   

1,211,573

    3,469,558 
           
Supplemental cash flow information  $-   $- 
Interest paid  $
-
   $
-
 
Income taxes paid   
-
    
-
 
           
Non-cash investing and financing activities  $          $       
Disposals of ROU Assets  $
-
   $
-
 

 

4

 

 

Note 1 - ORGANIZATION AND PRINCIPAL ACTIVITIES

 

AGM Group Holdings Inc. (“AGM Holdings”) was incorporated on April 27, 2015 under the laws of the British Virgin Islands (“BVI”). AGM Holdings is a holding company and does not own any material assets or liabilities other than holding equity interest of multiple entities and certain cash and cash equivalents.

 

On May 21, 2015, AGM Holdings incorporated a wholly owned subsidiary, AGM Technology Limited (“AGM Technology”) in Hong Kong. AGM Technology engaged in the sale of cryptocurrency mining machines and standardized computing equipment. 

 

On October 13, 2015, AGM Technology incorporated a Chinese limited liability subsidiary, AGM Tianjin Construction Development Co., Ltd. (“AGM Tianjin”) formerly known as Shenzhen AnGaoMeng Financial Technology Service Co., Ltd., for the purpose of being a holding company for the equity interests in China.

 

On November 13, 2015, AGM Tianjin incorporated a wholly owned Chinese limited liability subsidiaries, Beijing AnGaoMeng Technology Service Co., Ltd. (“AGM Beijing”).

 

On June 14, 2017, AGM Software Service LTD (“AGM Software”) was incorporated under the laws of BVI. AGM Software is a wholly-owned subsidiary of AGM Holdings.

 

On June 17, 2021, AGM Technology incorporated a wholly owned Chinese limited liability subsidiary, Nanjing Lucun Semiconductor Co. Ltd. (“Nanjing Lucun”) in China under the laws of the People’s Republic of China (the “PRC”). Nanjing Lucun is primarily engaged in the sale of cryptocurrency mining machines and standardized computing equipment. On November 24, 2022, Nanjing Lucun Semiconductor Co., Ltd. Beijing Branch was incorporated.

 

On July 30, 2021 AGM Holdings incorporated a wholly owned limited liability subsidiary, AGM Defi Lab Ptd Limited (“AGM Defi Lab”) under the laws of Singapore. On August 8, 2021 AGM Holdings incorporated a wholly owned limited liability subsidiary, AGM Defi Tech Limited (“AGM Defi Tech”) in Hong Kong. On October 21, 2021, AGM Defi Tech incorporated a wholly owned subsidiary, Beijing Keen Sense Technology Service Co., Ltd (“Beijing Keen Sense”) in China under the laws of PRC. These three subsidiaries are mainly engaged in software development.

 

On January 26, 2024 AGM Holdings incorporated a wholly owned limited liability subsidiary, AGM Electronic Technology Limited(“AGM HK”) in Hong Kong. On April 17, 2024 AGM Holdings incorporated a wholly owned limited liability subsidiary, AGM Canada Holdings Limted (“AGM Canada”) in Canada. On April 26, 2024 AGM HK incorporated a wholly owned limited liability subsidiary, Beijing Bixin Electronic Technology Co., Ltd (“AGM Bixin”) in China under the laws of PRC.

 

5

 

 

Note 1 - ORGANIZATION AND PRINCIPAL ACTIVITIES (Continued)

 

As of June 30, 2024, AGM Holdings’ subsidiaries are as follows:

 

Name  Date of
Incorporation
  Place of
Incorporation
  Percentage of
Effective
Ownership
  Principal Activities
AGM Technology Limited (“AGM Technology “)  May 21, 2015  Hong Kong  100%  Sale of cryptocurrency mining machines and standardized computing equipment
AGM Tianjin Construction Development Co., Ltd. (“AGM Tianjin”) formerly Shenzhen AnGaoMeng Financial Technology Service Co., Ltd.  October 13, 2015  China  100%  Holding entity
Beijing AnGaoMeng Technology Service Co., Ltd.
(“AGM Beijing”)
  November 13, 2015  China  100%  Software development and provider
AGM Software Service LTD (“AGM Software”)  June 14, 2017  BVI  100%  Core technology service provider
Nanjing Lucun Semiconductor Co., Ltd. (“Nanjing Lucun”)  June 17, 2021  China  100%  Sale of cryptocurrency mining machines and standardized computing equipment
AGM Defi Lab Ptd Limited (“AGM Defi Lab”)  July 30, 2021  Singapore  100%  Software development and provider
AGM Defi Tech Limited (“AGM Defi Tech”)  August 8, 2021  Hong Kong  100%  Software development and provider
Beijing Keen Sense Technology Service Co., Ltd (“Beijing Keen Sense”)  October 21, 2021  China  100%  Software development and provider
AGM Electronic Technology Limited (“AGM HK”)   January 26, 2024  Hong Kong  100%  Sale of cryptocurrency mining machines and standardized computing equipment
AGM Canada Holdings Limted (“AGM Canada”)  April 17, 2024  Canada  100%  Sale of cryptocurrency mining machines and standardized computing equipment
Beijing Bixin Electronic Technology Co., Ltd (“AGM Bixin”)  April 26, 2024  China  100%  Software development and provider

 

AGM Technology, AGM Tianjin, AGM Beijing, AGM Software, Nanjing Lucun, AGM Defi Lab, AGM Defi Tech, Beijing Keen Sense, AGM HK, AGM Canada, and AGM Bixin are referred to as subsidiaries. AGM Holdings and its consolidated subsidiaries are collectively referred to herein as the “Company” unless specific reference is made to an entity.

 

6

 

 

Note 2 - SUMMARY OF SIGNIFICANT POLICIES

 

Basis of Presentation

 

The interim condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) to reflect the financial position, results of operations and cash flows of the Company. Significant accounting policies followed by the Company in the preparation of the accompanying condensed consolidated financial statements are summarized below.

 

Principles of Consolidation

 

The accompanying condensed consolidated financial statements include the accounts for AGM Holdings and all its consolidated subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

 

Discontinued Operation

 

A discontinued operation may include a component of an entity or a group of components of an entity, or a business or non-profit activity. A disposal of a component of an entity is required to be reported in discontinued operation if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when any of the following occurs: (1) the component of an entity or group of components of an entity meets the criteria to be classified as held for sale; (2) the component of an entity or group of components of an entity is disposed of by sale; (3) the component of an entity or group of components of an entity is disposed of other than by sale (for example, by abandonment or in ad distribution to owners in a spinoff).

 

For the component disposed of other than by sale in accordance with paragraph 360-10-45-15, the Company adopted ASC Topic 205-20-45-3 and reported the results of operations of the discontinued operations, less applicable income tax expenses or benefits as a separate component in the statement where net income (loss) is reported for current and all prior periods presented.

 

Based on a strategic plan, the Company plans to sell Nanjing Lucun, AGM Tianjin, AGM Beijing and Beijing Keen Sense. As of June 30, 2024 and December 31, 2023, the operation of these entities was classified as a discontinued operation. For the six months ended June 30, 2024 and 2023, the operation of the above entities was presented in discontinued operations.

 

Reclassification

 

Certain prior period amounts have been reclassified to conform to current period presentation in order to reflect the discontinued operations of Nanjing Lucun, AGM Tianjin, AGM Beijing and Beijing Keen Sense. None of the ese reclassifications had an impact on reported financial position or cash flows for any of the period presented.

 

Foreign Currency Translation

 

The accompanying condensed consolidated financial statements are presented in United States dollar (“$”), which is the reporting currency of the Company. For the subsidiaries whose functional currencies are Renminbi (“RMB”), results of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the exchange rate at the end of the period, and equity is translated at historical exchange rates. The resulting translation adjustments are included in determining other comprehensive income or loss. Transaction gains and losses are reflected in the condensed consolidated statements of operations.

 

The condensed consolidated balance sheet balances, with the exception of equity at June 30, 2024 and December 31, 2023 were translated at RMB7.1268 and RMB7.0827 to $1.00, respectively. The equity accounts were stated at their historical rate. The average translation rates applied to condensed consolidated statements of operations and cash flows for the six months ended June 30, 2024 and 2023 were RMB7.1051, RMB6.9291 to $1.00, respectively.

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities on the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. The Company bases its estimates and judgments on historical experience and on various other assumptions and information that are believed to be reasonable under the circumstances. Estimates and assumptions of future events and their effects cannot be perceived with certainty and, accordingly, these estimates may change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment changes. Significant estimates and assumptions by management include, among others, allowance for credit losses, provision of advances to suppliers, discount rate for leases, depreciation of property and equipment and impairment assessments of long-lived assets and income taxes including the valuation allowance for deferred tax assets. While the Company believes that the estimates and assumptions used in the preparation of the financial statements are appropriate, actual results could differ from those estimates. Estimates and assumptions are periodically reviewed and the effects of revisions are reflected in the financial statements in the period they are determined to be necessary.

 

Cash and Cash Equivalents

 

Cash and cash equivalents are financial assets that are either cash or highly liquid investments with an original maturity term of 90 days or less. At June 30, 2024 and December 31, 2023, the Company’s cash equivalents primarily consist cash in various financial institutions.

 

7

 

 

Note 2 - SUMMARY OF SIGNIFICANT POLICIES (Continued)

 

Restricted cash

 

Restricted cash consists of frozen deposits due to overdue reconciliations. The balance of restricted cash was nil and nil from continuing operations and nil and $1,573 from discontinued operation as of June 30, 2024 and December 31, 2023, respectively.

 

Inventories

 

Inventories, primarily consisting of standardized computing equipment, which are finished goods from manufacturers. Inventories are stated at the lower of cost or net realizable value, with net realized value represented by estimated selling prices in the ordinary course of business, less reasonably predictable costs of disposal and transportation. Cost of inventory is determined using the first-in first-out cost method. Adjustments are recorded to write down the cost of inventory to the estimated net realizable value due to slow-moving merchandise and damaged products, which is dependent upon factors such as historical and forecasted consumer demand. No inventory write-down was recorded for the six months ended June 30, 2024 and the year ended December 31, 2023.

 

Advances to Suppliers

 

Advances to suppliers primarily consists of prepayments for purchase of cryptocurrency mining machines and standardized computing equipment. Advance payment depends on specific circumstances, including the industry practice, negotiations with suppliers, security for steady supply of products, and the delivery time of products received from suppliers after the advance payment. Advance to suppliers is settled when the products are provided and accepted by the Company. The Company reviews   its advance to suppliers on a periodic basis and determines the adequacy of provision. Provision is recognized to reflect the expected recoverable amount from the advances to suppliers when the Company considers the likelihood of future economic benefits associated with the advances to supplier is remote.

 

Fair Value of Financial Instruments

 

The Company follows the provisions of Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures (“ASC 820”). It clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

 

Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

 

Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

 

Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

 

The carrying amounts reported in the accompanying condensed consolidated balance sheets for cash and cash equivalents, accounts receivable and other current assets, accounts payable and other payables, due to related parties and contingent consideration approximate their fair value based on the short-term maturity of these instruments. 

 

Accounts Receivable and Allowance for Credit Losses

 

Accounts receivable consists principally of amounts due from trade customers. Credit is extended based on an evaluation of the customer’s financial condition and collateral is not generally required.

 

The Company evaluates its accounts receivable for expected credit losses on a regular basis. The Company maintains an estimated allowance for credit losses to reduce its accounts receivable to the amount that it believes will be collected. The Company uses the length of time a balance has been outstanding, the payment history, creditworthiness and financial conditions of the customers and industry trend as credit quality indicators to monitor the Company’s receivables within the scope of expected credit losses model, along with reasonable and supportable forecasts as a basis to develop the Company’s expected loss estimates. The Company adjusts the allowance percentage periodically when there are significant differences between estimated credit losses and actual bad debts. If there is strong evidence indicating that the accounts receivable is likely to be unrecoverable, the Company also makes specific allowance in the period in which a loss is determined to be probable. Accounts receivable balances are written off after all collection efforts have been exhausted.

 

8

 

 

Note 2 - SUMMARY OF SIGNIFICANT POLICIES (Continued)

 

Adoption of Accounting Standards Update (“ASU” 2016-13)

 

In June 2016, the FASB issued ASU 2016-13: Financial Instruments-Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. The Company has adopted ASU 2016-13 since January 1, 2021, the impact of which on the Company’s condensed consolidated financial statements was immaterial.

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its existing use. Identifiable significant improvements are capitalized and expenditures for maintenance, repairs, and betterments, including replacement of minor items, are charged to expense.

 

Depreciation is computed based on cost, less the estimated residual value, if any, using the straight-line method over the estimated useful life. The residual value rate and useful life of property and equipment are summarized as follows:

 

Property and Equipment  Residual value rate   Useful
life
Electronic equipment             5%  3 years
Office equipment   5%  5 years
Leasehold improvement   0%  Shorter of the lease term or the estimated
useful life of the assets

 

Intangible Assets

 

Intangible assets with definite useful lives are amortized over their estimated useful lives to their estimated residual values. Intangible assets mainly represent the domain name at cost, less accumulated amortization on a straight-line basis over an estimated life of ten years.

 

Intangible Asset  Residual value rate   Useful life
AGM domain name   0%  10 years
Software   0%  5 years

 

Revenue Recognition

 

The Company adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”) for all years presented.  The core principle of this new revenue standard is that a company should recognize revenue when control of the promised goods or services is transferred to the customers, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle by the Company in its determination of revenue recognition:

 

  Step 1: Identify the contract(s) with the customer;
     
  Step 2: Identify the performance obligations in the contract;
     
  Step 3: Determine the transaction price;
     
  Step 4: Allocate the transaction price to the performance obligations in the contract; and
     
  Step 5: Recognize revenue when or as the Company satisfies a performance obligation.

 

9

 

 

Note 2 - SUMMARY OF SIGNIFICANT POLICIES (Continued)

 

The Company is a server developer, engaging in research, development and sale of server, including ASIC miner, and standardized computing equipment and bundle of products or services that may include a combination of these items.

 

The Company derives revenue from the sales of cryptocurrency mining machines and standardized computing equipment and bundle of products or services that may include a combination of these items. The Company enters into contracts with customers that include promises to transfer various products and services, which are generally capable of being distinct and accounted for as separate performance obligations. The transaction price is allocated to each performance obligation on a relative standalone selling price basis.

 

The Company acts as a principal as it takes control of the merchandises, is primarily obligated for the merchandise sold to the consumers, bears inventory risks and has the latitude in establishing prices. For the six months ended June 30, 2024 and 2023, the Company derives revenue from the sale of cryptocurrency mining machines and standardized computing equipment. The Company recognizes product revenues on a gross basis as the Company is responsible to fulfill the promise to provide specified goods. Revenue is recognized at a point in time upon the transfer of control of products to customers.

 

Contract liability 

 

The contract liabilities consist of advances from customers, which relate to unsatisfied performance obligations at the end of each reporting period and consists of cash payments received in advance from customers in sales of server products, cryptocurrency mining machines and standardized computing equipment. As of June 30, 2024 and December 31, 2023, the Company’s advances from customers amounted to $539 and $3,707,166 from continuing operations and$16,357,806 and $26,424,582 from discontinued operation, respectively.

 

The Company reports revenues net of applicable sales taxes and related surcharges.

 

Costs of Revenues

 

Cost of revenues primarily consist of cost of product revenue, which includes direct costs of cryptocurrency mining machines, standardized computing equipment.

 

Leases

 

On January 1, 2021, the Company adopted Accounting Standards Update No. 2016-02, Leases (Topic 842) (ASU 2016-02), as amended, which supersedes the lease accounting guidance under Topic 840, and generally requires lessees to recognize operating and financing lease liabilities and corresponding right-of-use (ROU) assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements.

 

The Company determines if an arrangement is a lease upon inception. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The right to control the use of an asset includes the right to obtain substantially all of the economic benefits of the underlying asset and the right to direct how and for what purpose the asset is used. Upon adoption of ASU 2016-02 and related standards, operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The discount rate used to calculate present value is the Company’s incremental borrowing rate or, if available, the rate implicit in the lease. The Company includes options to renew the lease as part of the right of use lease asset and liability when it is reasonably certain the Company will exercise the option. The Company also takes into considerations when certain lease contains fair value purchase and termination options with an associated penalty. Operating leases are included in operating lease right-of-use (“ROU”) assets and current and non-current lease liabilities in the condensed consolidated balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in the condensed consolidated balance sheets. There were no finance leases for the six months ended June 30, 2024 and the years ended December 31, 2023.

 

10

 

 

Note 2 - SUMMARY OF SIGNIFICANT POLICIES (Continued)

 

Selling, General & Administrative Expenses

 

Selling, general and administrative expenses consist primarily of credit losses, sales and administrative employee-related expenses and professional fees.

 

Research and Development Expenses

 

Research and development costs are expensed as incurred. The costs primarily consist of the wage expenses incurred to continuously improve and upgrade the Company’s services.

 

Government Grants

 

Government grant is recognized when there is reasonable assurance that the Company will comply with the conditions attach to it and the grant will be received. From June 15, 2021, Nanjing Pukou Economic Development Zone Management Committee (the “Committee”) provided an office to the Company for free for 5 years to attract the enterprise for the development of the integrated circuit industry in Nanjing. As of June 30, 2024 and December 31, 2023, the balance of deferred government grant was nil and nil from continuing operations and$74,937 and $97,137 from discontinued operation, respectively. The amount of other income for the government grant recognized during the six months ended June 30, 2024 and 2023 was nil and nil from continuing operations and $20,084 and $20,594 from discontinued operation, respectively.

 

Income Taxes

 

The Company is governed by the Income Tax Law of China and Inland Revenue Ordinance of Hong Kong, as amended. Based on a review of surrounding facts and circumstances, the revenue generated from AGM Technology belongs to offshore revenue as its operation is outside Hong Kong. Therefore, the Company considers AGM Technology is not subject to tax at 16.5% on the assessable profits arising in or derived from Hong Kong or 8.25% if the net profit under $2,000,000 for 2019 and beyond under Inland Revenue Ordinance of Hong Kong.

 

The Company accounts for income taxes using the asset/liability method prescribed by ASC 740, “Accounting for Income Taxes.” Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

 

The Act has caused the Company’s deferred income taxes to be revalued. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through income tax expense. Pursuant to the guidance within SEC Staff Accounting Bulletin No. 118 (“SAB 118”), as of December 31, 2017, the Company recognized the provisional effects of the enactment of the Act for which measurement could be reasonably estimated. The ultimate impact of the Act may differ from these estimates due to the Company’s continued analysis or further regulatory guidance that may be issued as a result of the Act. 

 

The Company applied the provisions of ASC 740-10-50, “Accounting for Uncertainty in Income Taxes,” which provides clarification related to the process associated with accounting for uncertain tax positions recognized in the Company’s financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of June 30, 2024,and December 31, 2023, the Company had uncertain tax positions accrued, and will continue to evaluate for uncertain positions in the future.

 

11

 

 

Note 2 - SUMMARY OF SIGNIFICANT POLICIES (Continued)

 

Value Added Tax

 

The amount of Value Added Tax (“VAT) liability is determined by applying the applicable tax rate to the invoiced amount of software service provided. The Company reports revenue net of China’s VAT for all the periods presented in the accompanying condensed consolidated statements of operations.

 

Comprehensive (Loss)/ Income

 

ASC 220 “Comprehensive Income” established standards for reporting and display of comprehensive (loss)/income, its components and accumulated balances. Components of comprehensive (loss)/income include net loss/income and foreign currency translation adjustments. For the six months ended June 30, 2024 and 2023 , the only component of accumulated other comprehensive loss was foreign currency translation adjustments.

 

Related Party Transactions

 

A related party is generally defined as (i) any person and or their immediate family hold 10% or more of the Company’s securities (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. The Company conducts business with its related parties in the ordinary course of business. Related parties may be individuals or corporate entities.

 

Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. It is not, however, practical to determine the fair value of amounts due from/to related parties due to their related party nature.

 

Concentration and risks

 

a) Concentration of credit risk

 

Financial instruments that potentially subject the Company to concentration of credit risk are cash and cash equivalents, and accounts receivable arising from its normal business activities. The Company places its cash in what it believes to be credit-worthy financial institutions. The Company routinely assesses the financial strength of the customer and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts and, consequently, believes that its accounts receivable credit risk exposure beyond such allowance is limited.

 

b) Foreign currency exchange rate risk

 

The functional currency and the reporting currency of the Company are RMB and U.S. dollars, respectively. The Company’s exposure to foreign currency exchange rate risk primarily relates to cash and cash equivalents, accounts receivable and accounts payable. Any significant fluctuation of RMB against U.S. dollars may materially and adversely affect the Company’s cash flows, revenues, earnings and financial positions.

 

c) Currency convertibility risk

 

The Company transacts some of its business in RMB, which is not freely convertible into foreign currencies. All foreign exchange transactions continue to take place either through the People’s Bank of China (the “PBOC”) or other banks authorized to buy and sell foreign currencies at the exchange rates quoted by the PBOC. Approval of foreign currency payments by the PBOC or other institutions requires submitting a payment application form together with suppliers’ invoices, shipping documents and signed contracts.

 

(Loss)/Earnings per Common Share 

 

Basic (loss)/earnings per ordinary share is computed by dividing net (loss)/earnings attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding during the period. Diluted (loss)/earnings per share is computed by dividing net (loss)/income attributable to ordinary shareholders by the sum of the weighted-average number of ordinary shares outstanding and dilutive potential ordinary shares during the period.

 

12

 

 

Note 2 - SUMMARY OF SIGNIFICANT POLICIES (Continued)

 

Statutory reserves

 

In accordance with the PRC Company Laws, the Company’s PRC subsidiaries must make appropriations from their after-tax profits as determined under the People’s Republic of China Generally Accepted Accounting Principles (“PRC GAAP”) to non-distributable reserve funds including statutory surplus fund and discretionary surplus fund. The appropriation to the statutory surplus fund must be 10% of the after-tax profits as determined under PRC GAAP. Appropriation is not required if the statutory surplus fund has reached 50% of the registered capital of the PRC companies. Appropriation to the discretionary surplus fund is made at the discretion of the PRC companies.

 

The statutory surplus fund and discretionary surplus fund are restricted for use. They may only be applied to offset losses or increase the registered capital of the respective companies. These reserves are not allowed to be transferred to the Company by way of cash dividends, loans or advances, nor can they be distributed except for liquidation.

 

For the six months ended June 30, 2024 and the year ended December 31, 2023, profit appropriation to statutory surplus fund for the Company’s entities incorporated in the PRC was nil and nil, respectively. No appropriation to other reserve funds was made for any of the periods presented.

 

Segment Reporting

 

The Company uses the “management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s chief operating decision maker has been identified as the chief executive officer of the Company who reviews financial information of separate operating segments based on U.S. GAAP. The chief operating decision maker now reviews results analyzed by customer. This analysis is only presented at the revenue level with no allocation of direct or indirect costs. Consequently, the Company has determined that it has only one operating segment.

 

Recently Issued Accounting Pronouncements

 

In March 2023, the FASB issued ASU No. 2023-01, “Leases (Topic 842): Common Control Arrangements”, which amends certain provisions of ASC 842 that apply to arrangements between related parties under common control. In addition, the ASU amends the accounting for leasehold improvements in common-control arrangements for all entities. ASU 2023-01 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted in any annual or interim period as of the beginning of the related fiscal year. The Company will adopt ASU 2023-01 from January 1, 2024. The Company expects the impact of adoption of this ASU to be immaterial to condensed consolidated financial statements.

 

In December 2023, the FASB issued ASU 2023-09, Improvement to Income Tax Disclosure. This standard requires more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This standard also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for public business entities, for annual periods beginning after December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods beginning after December 15, 2025. The Company is in the process of evaluation the impact of adopting this new guidance on its condensed consolidated financial statement.

 

Recently issued ASUs by the FASB, except for the ones mentioned above, are not expected to have a significant impact on the Company’s condensed consolidated results of operations or financial position. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the condensed consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its condensed consolidated financial condition, results of operations, cash flows, or disclosures.

 

13

 

 

Note 3 - ACCOUNTS RECEIVABLE, NET

 

Accounts receivable consisted of the following:

 

   June 30,   December 31, 
   2024   2023 
Accounts receivable   7,455,097    12,275,650 
Allowance for credit losses   (7,455,097)   (7,415,079)
Accounts receivable, net  $
-
   $4,860,571 

 

For the six months ended June 30, 2024 and December 31, 2023, the Company recorded credit losses of $7,455,097 and $7,415,079 from continuing operations and $4,906,524 and $0 from discontinued operations, respectively.

 

Note 4 - ADVANCES TO SUPPLIERS, NET

 

Advances to suppliers consisted of the following:

 

   June 30,   December 31, 
   2024   2023 
Advances to suppliers   78,772,548    76,463,466 
Provision for impairment   (34,796,757)   (20,048,713)
Advances to suppliers, net  $43,975,791   $56,414,753 

 

For the six months ended June 30, 2024 and December 31,2023, the Company recorded provision of $34,796,757 and $20,048,713 from continuing operations and $8,306,942 and $8,556,789 from discontinued operations, respectively.

 

Note 5 - INVENTORIES

 

Inventories, primarily consisted of cryptocurrency mining machines and standardized computing equipment, which are finished goods from manufactures. As of June 30, 2024 and December 31, 2023, inventories consisted of the following:

 

    June 30,    December 31, 
    2024    2023 
Finished goods  $
-
   $
-
 

 

No inventory write-down was recorded for the six months ended June 30, 2024 and December 31,2023.

 

14

 

 

Note 6 - Prepayment and OTHER CURRENT ASSETS

 

Prepayment and other current assets consist of prepaid expenses, other receivables, and deposits. As of June 30, 2024 and December 31, 2023, prepayment and other current assets consisted of the following:

 

   June 30,   December 31, 
   2024   2023 
Loan receivable (1)  $4,161,309   $3,776,608 
Prepaid input VAT   
-
    
-
 
Deposits and others   1,136,375    1,155,769 
Subtotal   5,297,684    4,932,377 
Allowance for credit losses (2)   (1,155,768)   (1,155,768)
Total prepayment and other current assets  $4,141,916   $3,776,609 

 

(1)In 2021, the Company entered into a loan agreement to lend $400,000 loan to AGM Group Ltd. In April 2022, the Company extended additional $900,000 loan to AGM Group Ltd. at the interest rate of 1% as working capital support and change the amount to $1,200,000 in April 4, 2023. As of June 30, 2024, the outstanding amount of loans to AGM Group Ltd. was $1,350,000, generating interest income of $31,172

 

On April 10, 2022 and 31 July, 2022, the Company entered into a loan agreement with a third party, Muliang Agriculture Limited, to lend $280,000 and $25,000 at the interest rate of 1% for one year as working capital support. On April 9, 2023, both parties agreed to extend the loan to December 31, 2024 and increased the amount to $600,000. As of June 30, 2024, the outstanding amount of loans to Muliang Agriculture Limited was $465,000, generating interest income of $8,064

 

On March 1, 2023, the Company entered into a loan agreement with a third party, Northnew Management Limited, to lend $2,000,000 at the interest rate of 1%. On February 6, 2024, both parties agreed to extend the loan to February 28, 2025 and increased the amount to $2,300,000.As of June 30, 2024, the outstanding amount of loans to Northnew Management Limited was $2,295,426, generating interest income of $16,963

 

(2)As of June 30, 2024 and December 31, 2023, the Company recorded credit losses of $1,155,768 and $1,155,768 for the long-age deposit, respectively.

  

15

 

 

Note 7 - INTANGIBLE ASSETS, NET

 

As of June 30, 2024 and December 31, 2023, intangible assets, net consisted of the following:

 

   June 30,   December 31, 
   2024   2023 
AGM domain name  $14,800   $14,800 
Software   50,000    50,000 
Total intangible assets   64,800    64,800 
Less: accumulated amortization   (26,533)   (20,793)
Total intangible assets, net   38,267    44,007 

 

For the six months ended June 30, 2024 and 2023, amortization expenses amounted to $5,740 and $5,740 respectively. The following is an estimated, by fiscal years, of amortization amount of intangible asset:

 

Year ending December 31,    
2024 (remaining 6 months)  $5,740 
2025   11,480 
2026   11,480 
2027   9,567 
Total  $38,267 

 

Note 8 - RELATED PARTY TRANSACTIONS AND BALANCES

 

As of June 30, 2024, related parties of the Company consist of the following:

 

Name of Related Party   Nature of Relationship
HongKong Kisen Co., Limited (“HongKong Kisen”)   Company ultimately controlled by Chief Strategy Officer (“CSO”)

 

Due to related parties

 

The Company mainly finance its operations through proceeds borrowed from related parties. As of June 30, 2024 and December 31, 2023, due to related parties consisted the following:

 

   December 31,           Interest   Exchange
Rate
   June 30, 
   2023   Received   Repayment   Expenses   Translation   2024 
HongKong Kisen (1)   9,240,203    560,000    
      -
    4,766    
      -
    9,804,969 
Total due to related parties   9,240,203    560,000    
-
    4,766    
-
    9,804,969 

 

(1)

On April 7, 2022, the Company entered into a loan agreement with HongKong Kisen to borrow $10,000,000 at the interest rate of 0.1% for 10 months as working capital support and repaid $2,000,000 to HongKong Kisen in advance in 2022.

 

On January 1, 2023, both parties agreed to terminate the loan agreement mentioned above and obtain borrowings up to $20,000,000 at the interest rate of 0.1% for one year as working capital support. In 2023, the Company borrowed $4,384,975 from HongKong Kisen and repaid $3,160,000, generating interest expense of $9,316. In 2024, the Company borrowed $560,000 from HongKong Kisenas, generating interest expense of $4,766, of June 30,2024, the total amount of loans to HongKong Kisen was $9,784,975, total interest payable is $19,994. The loan mentioned above can be extended on both parties’ consensus.

 

Apart from loan from HongKong Kisen, the balance of due to related parties represents expenses incurred by related parties in the ordinary course of business. These amounts are interest free, unsecured and could be settled on demand.

 

16

 

 

Note 9 - SHAREHOLDERS’ EQUITY

 

In August 2021, Firebull Holding Limited, holder of 5,000,000 Class A ordinary shares and 5,000,000 Class B ordinary shares of the Company sold and transferred 5,000,000 Class A ordinary shares to Firebull Tech Limited. Pursuant to section 11 of the Company’s memorandum and articles of association, the 5,000,000 Class B ordinary shares held by Firebull Holding was cancelled accordingly.

 

On December 14, 2021, the Company issued 2,898,552 Class A ordinary shares to investors. As of June 30, 2024, 24,254,842 shares of class A ordinary share and 2,100,000 shares of Class B ordinary shares were issued and outstanding. The Company deposited with the Escrow Agent an aggregate amount of $500,000 in order to provide a source of funding for certain indemnification obligations of the Company. In December 2022, the Company received the refund of the deposit of $492,490, deducting the charge fee.

 

Warrants

 

For each Class A ordinary share purchased on December 14, 2021, an investor received from the Company one-half unregistered warrant, for an aggregate of 1,449,276 warrants. The 3.5-year warrants are exercisable immediately from the date of issuance and have an exercise price of US$8.3 per share. The purchase price for one ordinary share and one-half corresponding warrant is US$6.90.

 

Additionally, the Company has retained FT Global Capital, Inc. (the “Placement Agent”) to act as exclusive placement agent in connection with this offering. The Company agreed to issue to the Placement Agent or its designees warrants to purchase up to 202,899 Class A ordinary shares (“Placement Agent’s Warrants”). Such Placement Agent’s Warrants will be exercisable commencing on the date of issuance at a per share price of $8.3, subject to certain adjustments, and will expire three and a half (3.5) years from the date of issuance.

 

The Company’s outstanding warrants are classified as equity since they qualify for exception from derivative accounting as they are considered to be indexed to the Company’s own stock and require net share settlement. The fair value of the warrants of $12.2 million is valued based on the Black-Scholes-Merton model and is recorded as additional paid-in capital from common stock on the relative fair value of net proceeds received using the following assumptions:

 

Annual dividend yield   
-
 
Expected life (years)   3.5 
Risk-free interest rate   1.01%
Expected volatility   152.16%

 

17

 

 

Note 9 - SHAREHOLDERS’ EQUITY (Continued)

 

As of June 30, 2024, and December 31, 2023, the Company had 1,652,175 and 1,652,175 warrants outstanding to purchase 1,652,175 and 1,652,175 class A ordinary shares with weighted average exercise price of $8.3 per share and remaining contractual lives of 0.95 and 1.45 years.

 

Following is a summary of the status of warrants outstanding and exercisable as of June 30, 2024:

 

   Warrants   Weighted
Average
Exercise
Price
 
Warrants outstanding, as of December 31, 2022   
 
   $
 
Issued   1,652,175    8.3 
Exercised   
-
    
-
 
Expired   
-
    
-
 
Warrants outstanding, as of December 31, 2023   1,652,175   $8.3 
Issued   
-
    
-
 
Exercised   
-
    
-
 
Expired   
-
    
-
 
Warrants outstanding, as of June 30, 2024   1,652,175   $8.3 
Warrants exercisable, as of June 30, 2024   1,652,175   $8.3 

 

Note 10 - RESTRICTED NET ASSETS

 

Part of the Company’s operations are conducted through its PRC subsidiaries, and the Company’s ability to pay dividends is primarily dependent on receiving distributions of funds from its subsidiaries. Relevant PRC statutory laws and regulations permit payments of dividends by its subsidiaries only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations, and after it has met the PRC requirements for appropriation to statutory reserves. Paid-in capital and additional paid-in capital of its subsidiaries included in the Company’s consolidated net assets are also non-distributable for dividend purposes.

 

In accordance with the Company Law of the PRC and the PRC regulations on enterprises with foreign investment, whether a domestic enterprise or a wholly owned foreign enterprise (“WFOE”) established in the PRC are both required to provide certain statutory reserves, namely general reserve fund, the enterprise expansion fund and staff welfare and bonus fund which are appropriated from net profit as reported in the enterprise’s PRC statutory accounts. Both a domestic enterprise and a WFOE are required to allocate at least 10% of its annual after-tax profit to the general reserve until such reserve has reached 50% of its registered capital based on the enterprise’s PRC statutory accounts. Appropriations to the enterprise expansion fund and staff welfare and bonus fund are at the discretion of the board of directors. The aforementioned reserves can only be used for specific purposes and are not distributable as cash dividends. All of the Company’s PRC consolidated subsidiaries are subject to the above mandated restrictions on distributable profits.

 

As a result of these PRC laws and regulations, the Company’s PRC subsidiaries are restricted in their ability to transfer a portion of their net assets to the Company. As of June 30, 2024 and December 31, 2023, net assets restricted in the aggregate included in the Company’s consolidated net assets were both $335,696.  

 

18

 

 

Note 11 - DISCONTINUED OPERATION

 

On October 25, 2024, the Company decided to sell the subsidiaries, Nanjing Lucun, AGM Tianjin, AGM Beijing and Beijing Keen Sense based on a strategic plan. Purchase has not yet been identified however these entities are ready for sale. The disposal of the entities was treated as a discontinued operation for all periods or years presented.

 

In accordance with the provision of ASC 205-20, the Company has separately reported the assets and liabilities of the discontinued operations in the Condensed Consolidated Balance Sheets. The assets and liabilities have been reflected as discontinued operations in the Condensed Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023, and consist of the following:

 

   June  30,   December 31, 
   2024   2023 
         
ASSETS        
CURRENT ASSETS:        
Cash and cash equivalents  $22,191   $54,058 
Restricted cash   
-
    1,573 
Accounts receivable, net   96,537    
-
 
Inventories        5,502,404 
Advances to suppliers, net   6,477,049    14,888,691 
Prepayment and other current assets, net   278,254    74,638 
Total current assets   6,874,031    20,521,364 
NON - CURRENT ASSETS:          
Property and equipment, net   237,376    379,678 
Intangible assets, net   
-
    
-
 
Operating lease right-of-use assets   99,719    270,248 
Deferred tax assets   3,289,820    2,578,256 
Total non - current assets   3,626,915    3,228,182 
TOTAL ASSETS  $10,500,946   $23,749,546 
           
LIABILITIES AND SHAREHOLDERS’ EQUITY          
CURRENT LIABILITIES:          
Accounts payable  $1,741,791   $1,902,320 
Accrued expenses and other payables   2,624,596    1,057,005 
Advances from customers   16,357,806    26,424,582 
Due to related parties   4,543    187,129 
Deferred government grant, current   38,229    37,610 
Operating lease liabilities, current   8,819    79,736 
Income tax payable   665,623    670,481 
Total current liabilities   21,441,407    30,358,863 
NON - CURRENT LIABILITIES:          
Operating lease liabilities, non-current   
-
    73,596 
Deferred government grant, non-current   36,708    59,527 
Total non - current liabilities   36,708    133,123 
TOTAL LIABILITIES  $21,478,115   $30,491,986 

 

19

 

 

Note 11 - DISCONTINUED OPERATION (Continued)

 

In accordance with the provisions of ASC 205-20, the Company has not included in the results of continuing operations the results of operations of the discontinued operations in the Condensed Consolidated Statements of Operations and Comprehensive (Loss)/Income. The results of operations for Nanjing Lucun, AGM Tianjing, AGM Beijing and Beijing Keen Sense for the six months ended June 30, 2024 and 2023 have been reflected as discontinued operations in the Condensed Consolidated Statements of Operations and Comprehensive (Loss)/Income and consist of the following:

 

   Six months ended   Six months ended 
   June 30,
2024
   June 30,
2023
 
Net revenues  $23,287,088   $4,851,551 
Cost of revenues   (22,785,394)   (4,621,665)
Gross profit   501,694    229,886 
Operating expenses   5,582,294    969,378 
Other income/(expenses).net   48,541    16,562 
Loss before income tax  $(5,032,059)  $(722,930)
Income tax expense   729,740    180,733 
Loss from discontinued operation, net of income tax  $(4,302,319)  $(542,197)

 

Note 12 - INCOME TAX

 

British Virgin Islands (“BVI”)

 

Under the tax laws of BVI, AGM Holdings and AGM Software are not subject to tax on income or capital gain. In addition, payments of dividends by the Company to their shareholders are not subject to withholding tax in the BVI.

 

Hong Kong

 

Under the tax laws of Hong Kong, AGM Technology, and AGM Defi Tech is subject to tax at 16.5% on the assessable profits arising in or derived from Hong Kong or 8.25% if the net profit under $2,000,000 for 2019 and beyond, and allowed to offset their future tax taxable income with taxable operating losses with carried forward indefinitely. Based on a review of surrounding facts and circumstances, the revenue generated from AGM Technology belongs to offshore revenue as its operation is in mainland China instead of in Hong Kong, and therefore AGM Technology was considered as a PRC resident enterprise.

 

Singapore

 

Under the tax laws of Singapore, AGM Defi Lab are subject to tax at 10% on income or capital gain.

 

China

 

On March 16, 2007, the National People’s Congress passed the Enterprise Income Tax Law (“the China EIT Law”), which was effective as of January 1, 2008. Companies incorporated in China are allowed to offset future tax taxable income with taxable operating losses carried forward in a 5-year period.

 

The China EIT Law also provides that an enterprise established under the laws of foreign countries or regions but whose “de facto management body” is located in China be treated as a resident enterprise for PRC tax purpose and consequently be subject to China income tax at the rate of 25% for its worldwide income. The Implementing Rules of the China EIT Law merely defines the location of the “de facto management body” as “the place where the exercising, in substance, of the overall management and control of the production and business operation, personnel, accounting, properties, etc., of a non-PRC company is located.” On April 22, 2009, China State Administration of Taxation further issued a notice entitled “Notice regarding Recognizing Offshore-Established Enterprises Controlled by PRC Shareholders as Resident Enterprises Based on Their place of Effective Management.” Under this notice, a foreign company controlled by a PRC company or a group of PRC companies shall be deemed as a PRC resident enterprise, if (i) the senior management and the core management departments in charge of its daily operations mainly function in China; (ii) its financial decisions and human resource decisions are subject to decisions or approvals of persons or institutions in China; (iii) its major assets, accounting books, company sales, minutes and files of board meetings and shareholders’ meetings are located or kept in China; and (iv) more than half of the directors or senior management personnel with voting rights reside in China. Based on a review of surrounding facts and circumstances, the Company believes that there is an uncertain tax position as to whether its operations outside of China will be considered a resident enterprise for PRC tax purposes due to limited guidance and implementation history of the China EIT Law. Should the Company be treated as a resident enterprise for PRC tax purposes, the Company will be subject to PRC tax on worldwide income at a uniform tax rate of 25%. For the six months ended June 30, 2024 and the year ended December 31, 2023,the Company has evaluated this uncertain tax position and recorded a tax liability on the Condensed Consolidated Balance Sheet.

 

20

 

 

Note 12 - INCOME TAX (Continued)

 

The China EIT Law also imposes a withholding income tax of 10% on dividends distributed by a foreign invested enterprise to its immediate holding company outside of China, if such immediate holding company is considered as a non-resident enterprise without any establishment or place within China or if the received dividends have no connection with the establishment or place of such immediate holding company within China, unless such immediate holding company’s jurisdiction of incorporation has a tax treaty with China that provides for a different withholding arrangement. Such withholding income tax was exempted under the previous income tax regulations. British Virgin Islands, where the Company is incorporated, did not have such tax treaty with China.

 

AGM Beijing, AGM Tianjin, Nanjing Lucun, Beijing Keen Sense, and AGM Bixin are subject to 25% China statutory tax rate. AGM Beijing, AGM Tianjin, Nanjing Lucun, Beijing Keen Sense, AGM Bixin, AGM Holdings, AGM Software, and AGM Defi Tech incurred net loss for the six months ended June 30, 2024 .

 

The provision for income taxes consisted of the following:

 

   For The Six Months Ended
June 30,
 
   2024   2023 
Current  $(307,348)  $(254,549)
Deferred   3,703,105    (5,486,218)
Total  $3,395,757   $(5,740,767)

 

The reconciliations of the statutory income tax rate and the Company’s effective income tax rate are as follows:

 

   For The Six Months Ended
June 30,
 
   2024   2023 
Statutory income tax rate   25%   25%
Tax effect of different tax rates in other jurisdictions   (1)%   1%
Tax effect of non-deductible expenses   0%   0%
Changes in valuation allowance   0%   0%
Effective tax rate   24%   26%

 

The summary of cumulative net operating losses carried forward for the Company’s subsidiaries in different regions is as follows:

 

   For The Six Months Ended
June 30,
 
   2024   2023 
PRC Region  $28,757   $
-
 
HK Region   2,569    1,934 
Singapore Region   6,440    6,444 
Total cumulative net operating loss carry-forward  $37,766   $8,378 
           

 

Components of the Company’s net deferred tax assets are set forth below:

 

   June 30,   December 31, 
   2024   2023 
Deferred tax assets:        
Net operating loss carry-forwards  $8,476   $1,121 
Allowance for credit losses   2,152,715    2,142,711 
Provision of advances to suppliers   8,699,189    5,012,179 
Lease liability   
-
    
-
 
Total of deferred tax assets  $10,860,380   $7,156,011 
Less: valuation allowance   (1,286)   
-
 
Net deferred tax assets  $10,859,094   $7,156,011 
           
Defer tax liabilities:   -    - 
Right-of-use assets  $
-
   $
-
 
Total deferred tax liabilities   
-
    
-
 
Deferred tax assets, net  $10,859,094   $7,156,011 

 

21

 

 

Note 12 - INCOME TAX (Continued)

 

As of June 30,2024 and December 31, 2023, net deferred tax assets, net of the Company were of $10,859,094 and $7,156,011, respectively, which was consisted of allowance for credit losses, provision of advances to suppliers and operating loss carry-forwards. As of June 30, 2024, the Management believes that the Company’s cumulative losses arising from recurring business of strading ubsidiaries constituted significant strong evidence that most of the deferred tax assets would be realizable, and therefore, no valuation allowance was accrued accordingly over those subsidiaries. Valuation allowance was fully accrued for subsidiaries not generating income apart from AGM Bixin for the six months ended June 30, 2024. As of June 30, 2024 and December 31, 2023, valuation allowance was $1,286 and nil.

 

Accounting for Uncertainty in Income Taxes

 

The Company and certain subsidiaries are established in various foreign countries with significant operations located in China. The Company might not be subject to PRC income tax and did not pay any income tax to PRC however it is uncertain as to whether China tax authority may take different views about the Company’s tax positions which may lead to additional tax liabilities.

 

The tax authority of China Government conducts periodic and ad hoc tax filing reviews on business enterprises operating in China after those enterprises complete their relevant tax filings. Therefore, the Company’s PRC entities’ tax filings results are subject to change. It is therefore uncertain as to whether China tax authority may take different views about the Company’s PRC entities’ tax filings, which may lead to additional tax liabilities.

 

ASC 740 requires recognition and measurement of uncertain income tax positions using a “more-likely-than-not” approach. The management evaluated the company’s tax position and recognized liabilities for uncertain tax positions for the six months ended June 30, 2024 and he years ended December 31, 2023, 2022 and 2021, and the period from inception (April 27, 2015) to December 31, 2015. The Company recognized liabilities for uncertain tax positions, which was included in income tax payable on the Condensed Consolidated Balance Sheets as of June 30,2024 and December 31, 2023.

 

The activity of the unrecognized tax positions related to the Company’s uncertain tax positions is summarized as follows:

 

   June 30,   December 31, 
   2024   2023 
Gross beginning balance   6,961,166    6,567,028 
Gross increase to tax positions in the current period   307,348    394,138 
Gross ending balance   7,268,514    6,961,166 

 

There were no interests and penalties in relation to the Company uncertain tax positions for June 30, 2024, December 31, 2023 and 2022. 

 

Note 13 - CONCENTRATIONS OF CREDIT RISK AND MAJOR CUSTOMERS

 

Credit Risk

 

Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and trade accounts receivable. The Company place cash with high credit quality financial institutions in Singapore, Hongkong and China. As of June 30, 2024 and December 31, 2023, the Company had $55 and $400 of cash balance held in China banks, respectively. China banks protect consumers against loss if their bank or thrift institution fails, and each of the Company’s bank accounts are insured up to RMB500,000 (approximately $70,000). As a result, cash held in China financial institutions of nil and nil were not insured as of June 30,2024 and December 31, 2023, respectively. The Company have not experienced any losses in such accounts through June 30, 2024.

 

22

 

 

Note 13 - CONCENTRATIONS OF CREDIT RISK AND MAJOR CUSTOMERS (Continued)

 

The Company’s cash position by geographic area was as follows: 

 

   June 30,
2024
   December 31,
2023
 
Country:                
Singapore  $234,823    19%  $234,897    15%
China (Hongkong)   976,695    81%   1,310,551    85%
China (Mainland)   55    -%   400    -%
Total cash and cash equivalents, and restricted cash  $1,211,573    100%  $1,545,848    100%

 

Almost all of the Company’s sales are credit sales which are primarily to customers whose ability to pay is dependent upon the industry economics prevailing in these areas; however, the Company believe that the concentration of credit risk with respect to trade accounts receivable is limited due to generally short payment terms. The Company also perform ongoing credit evaluations of customers to help further reduce potential credit risk. 

 

Customers

 

As of June 30,2024, one customer accounted for 99% of the Company’s revenues. As of June 30,2023, three customers accounted for 39%, 23% and 21% of the Company’s revenues, respectively.

 

Suppliers

 

As of June 30,2024, one supplier accounted for 100% of the Company’s cost of revenues. As of June 30,2023, three suppliers accounted for 32%, 30% and 23% of the Company’s cost of revenues, respectively.

 

As of June 30, 2024, the Company entered into lease agreements as lessee with third parties for the operation. The Company has total future lease payment of $0 from continuing operations and of $8,840 from discontinued operation, respectively. As of June 30, 2024, the Group did not have any purchase commitments or capital commitments.

 

Note 14 - SUBSEQUENT EVENTS

 

The Company filed F-1 Registration Statement to raise capital on September 30, 2024. The company is authorized to issue a miximum of 400,000,000 shares with a par value of $0.001 each, being a dual class structure consiting of 200,000,000 Class A ordinary shares of $0.001 par value per share and 200,000,000 Class B ordinary shares of $0.001 par value per share.

 

On October 10, 2024 AGM Holdings announced AGM Canada entered into a partnership agreement Nowlit Solutions Corp. (“Nowlit”), a high performnce computing and data center supplier, in Canada on October 2, 2024 to establish a joint venture name AGM Energy Corp. (“AGM Energy”).

 

Pursuant to the Agreement, AGM Energy plans to invest in and operate clean energy including oil fields, natural gas fields, and hydropower plants in Canada. AGM Energy intends to actively promote two aspects of business:

 

(1) Acquiring high-quality energy assets in North America, such as oil fields, natural gas and hydropower plants, through investment or merger and acquisition, and the business income is the proceeds from energy sales.

 

(2) Providing electricity and operation capabilities to customers in the AI and cryptocurrency industries through the construction of IDC data centers and cryptocurrency mining farms, and its business income is electricity charges and hosting operation management service fees.

 

On October 10, 2024, Nanjing Lucun Semiconductor Co., Ltd. Beijing Branch was deregistered.

 

The Company has performed an evaluation of subsequent events through November 18, 2024, which was the date of the condensed consolidated financial statements were issued, and determined that no other events that would have required adjustment or disclosure in the condensed consolidated financial statements except for the events mentioned below.

 

 

23

 

 

http://fasb.org/us-gaap/2024#UsefulLifeShorterOfTermOfLeaseOrAssetUtilityMember In 2021, the Company entered into a loan agreement to lend $400,000 loan to AGM Group Ltd. In April 2022, the Company extended additional $900,000 loan to AGM Group Ltd. at the interest rate of 1% as working capital support and change the amount to $1,200,000 in April 4, 2023. As of June 30, 2024, the outstanding amount of loans to AGM Group Ltd. was $1,350,000, generating interest income of $31,172 On April 10, 2022 and 31 July, 2022, the Company entered into a loan agreement with a third party, Muliang Agriculture Limited, to lend $280,000 and $25,000 at the interest rate of 1% for one year as working capital support. On April 9, 2023, both parties agreed to extend the loan to December 31, 2024 and increased the amount to $600,000. As of June 30, 2024, the outstanding amount of loans to Muliang Agriculture Limited was $465,000, generating interest income of $8,064 On March 1, 2023, the Company entered into a loan agreement with a third party, Northnew Management Limited, to lend $2,000,000 at the interest rate of 1%. 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v3.24.3
Document And Entity Information
6 Months Ended
Jun. 30, 2024
Document Information Line Items  
Entity Registrant Name AGM GROUP HOLDINGS INC.
Document Type 6-K
Current Fiscal Year End Date --12-31
Amendment Flag false
Entity Central Index Key 0001705402
Document Period End Date Jun. 30, 2024
Document Fiscal Year Focus 2024
Document Fiscal Period Focus Q2
Entity File Number 001-38309
v3.24.3
Unaudited Interiom Condensed Consolidated Balance Sheets - USD ($)
Jun. 30, 2024
Dec. 31, 2023
CURRENT ASSETS:    
Cash and cash equivalents $ 1,211,573 $ 1,544,275
Restricted cash 1,573
Accounts receivable, net 4,860,571
Inventories
Advances to suppliers, net 43,975,791 56,414,753
Prepayment and other current assets, net 4,141,916 3,776,609
Assets of discontinued operations - current 6,874,031 20,521,364
Total current assets 56,203,311 87,119,145
NON - CURRENT ASSETS:    
Property and equipment, net
Intangible assets, net 38,267 44,007
Operating lease right-of-use assets
Deferred tax assets 10,859,094 7,156,011
Assets of discontinued operations - non-current 3,626,915 3,228,182
Total non - current assets 14,524,276 10,428,200
TOTAL ASSETS 70,727,587 97,547,345
CURRENT LIABILITIES:    
Accounts payable 19,936,752 19,909,752
Accrued expenses and other payables 1,035,134 926,140
Advances from customers 539 3,707,166
Due to related parties 9,804,969 9,240,203
Deferred government grant, current
Operating lease liabilities, current
Income tax payable 14,146,946 13,839,598
Liabilities of discontinued operations - current 21,441,407 30,358,863
Total current liabilities 66,365,747 77,981,722
NON - CURRENT LIABILITIES:    
Operating lease liabilities, non-current
Deferred government grant, non-current
Liabilities of discontinued operations - non-current 36,708 133,123
Total non - current liabilities 36,708 133,123
TOTAL LIABILITIES 66,402,455 78,114,845
SHAREHOLDERS’ EQUITY:    
Additional paid-in capital 26,502,856 26,502,856
Statutory reserves 335,696 335,696
Retained earnings (12,617,239) 2,304,543
Accumulated other comprehensive loss (9,922,536) (9,736,950)
Total shareholders’ equity 4,325,132 19,432,500
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 70,727,587 97,547,345
Class A Ordinary Shares    
SHAREHOLDERS’ EQUITY:    
Ordinary Shares value 24,255 24,255
Class B Ordinary Shares    
SHAREHOLDERS’ EQUITY:    
Ordinary Shares value $ 2,100 $ 2,100
v3.24.3
Unaudited Interiom Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares
Jun. 30, 2024
Dec. 31, 2023
Class A Ordinary Shares    
Ordinary shares, par value (in Dollars per share) $ 0.001 $ 0.001
Ordinary shares, shares authorized 200,000,000 200,000,000
Ordinary shares, shares issued 24,254,842 24,254,842
Ordinary shares, shares outstanding 24,254,842 24,254,842
Class B Ordinary Shares    
Ordinary shares, par value (in Dollars per share) $ 0.001 $ 0.001
Ordinary shares, shares authorized 200,000,000 200,000,000
Ordinary shares, shares issued 2,100,000 2,100,000
Ordinary shares, shares outstanding 2,100,000 2,100,000
v3.24.3
Unaudited Interim Condensed Consolidated Statements of Opeations and Comprehensive (Loss)/Income - USD ($)
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Income Statement [Abstract]    
Revenues $ 3,826,875 $ 31,735,966
Cost of revenues (2,112,000) (30,677,276)
Gross profit 1,714,875 1,058,690
Operating expenses    
Selling, general & administrative expenses 15,653,615 (21,458,707)
Research and development expenses
Total operating expenses 15,653,615 (21,458,707)
(Loss)/Income from operations (13,938,740) 22,517,397
Other income/(expenses)    
Other income 26,076 22,345
Other expenses (102,556) (143,023)
Total other (expenses)/income (76,480) (120,678)
Income (loss) from continuing operation before provision of income taxes (14,015,220) 22,396,719
Provision for income taxes benefit/(expenses) 3,395,757 (5,740,767)
Net (loss)/income from continuing operation (10,619,463) 16,655,952
Loss from discontinued operation, net of income tax (4,302,319) (542,197)
Net (loss)/income $ (14,921,782) $ 16,113,755
Net income/(loss) from continuing operations per ordinary share:    
Basic (in Dollars per share) $ (0.44) $ 0.69
Diluted (in Dollars per share) (0.44) 0.69
Net income/(loss) from discontinued operation per ordinary share:    
Basic (in Dollars per share) (0.18) (0.02)
Diluted (in Dollars per share) (0.18) (0.02)
Net income/(loss) per ordinary share:    
Basic (in Dollars per share) (0.62) 0.66
Diluted (in Dollars per share) $ (0.62) $ 0.66
Weighted average shares outstanding    
Basic (in Shares) 24,254,842 24,254,842
Diluted (in Shares) 24,254,842 24,254,842
Comprehensive income/(loss)    
Net income/(loss) $ (14,921,782) $ 16,113,755
Other comprehensive (loss)/income    
Foreign currency translation adjustment (185,586) (3,410,742)
Total comprehensive (loss)/income $ (15,107,368) $ 12,703,013
Weighted average Class A ordinary shares outstanding, basic (in Shares) 24,254,842 24,254,842
Weighted average Class A ordinary shares outstanding, diluted (in Shares) 24,254,842 24,254,842
v3.24.3
Unaudited Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity - USD ($)
Ordinary Shares
Class A
Ordinary Shares
Class B
Additional paid-in capital
Statutory Reserves
(Accumulated loss)/ Retained earnings
Accumulated other comprehensive income/(loss)
Total
Balance at Dec. 31, 2022 $ 24,255 $ 2,100 $ 26,502,856 $ 335,696 $ 9,743,823 $ (6,165,020) $ 30,443,710
Balance (in Shares) at Dec. 31, 2022 24,254,842 2,100,000          
Net income         16,113,755   16,113,755
Foreign currency translation adjustment           (3,410,742) (3,410,742)
Balance at Jun. 30, 2023 $ 24,255 $ 2,100 26,502,856 335,696 25,857,578 (9,575,762) 43,146,723
Balance (in Shares) at Jun. 30, 2023 24,254,842 2,100,000          
Balance at Dec. 31, 2023 $ 24,255 $ 2,100 26,502,856 335,696 2,304,543 (9,736,950) 19,432,500
Balance (in Shares) at Dec. 31, 2023 24,254,842 2,100,000          
Net income (14,921,782)   (14,921,782)
Issuance of common shares    
Appropriation to statutory reserve    
Cancellation of Class B ordinary shares      
Foreign currency translation adjustment (185,586) (185,586)
Balance at Jun. 30, 2024 $ 24,255 $ 2,100 $ 26,502,856 $ 335,696 $ (12,617,239) $ (9,922,536) $ 4,325,132
Balance (in Shares) at Jun. 30, 2024 24,254,842 2,100,000          
v3.24.3
Unaudited Interim Condensed Consolidated Statements of Cash Flows - USD ($)
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Cash flows from operating activities    
Net income (loss) $ (14,921,782) $ 16,113,755
Net income (loss) from continuing operations (10,619,463) 16,655,952
Net income (loss) from discontinued operations, net of tax (4,302,319) (542,197)
Adjustment to reconcile net (loss)/income to net cash used in operating activities    
(Depreciation and amortization 5,740 5,741
Amortization of operating lease right-of-use asset
Allowance for doubtful accounts 14,788,061 (21,946,806)
Other income
Changes in operating assets and liabilities:    
Accounts receivable 4,820,553 14,837,479
Inventories
Advances to suppliers (2,309,081) (7,446,908)
Prepayment and other current assets (365,307) (111,523)
Deferred tax assets (3,703,105) 5,486,702
Accounts payable 27,000 (20,225,606)
Accrued expenses and other payables 113,833 (76,442)
Income tax payable 307,348 254,065
Advances from customers (3,706,627) 8,523,197
Deferred government grant
Operating lease liabilities
Loan receivable from third parties
Net cash used in operating activities from continuing operations (641,048) (4,044,149)
Net cash provided by operating activities from discontinued operations 50,321 2,950,675
Net cash used in operating activities (590,727) (1,093,474)
Cash flows from investing activities    
Purchase of property and equipment
Purchase of construction in progress
Net cash used in investing activities from continuing operations
Net cash used in investing activities from discontinued operations (18,167)
Net cash used in investing activities (18,167)
Cash flows from financing activities    
Proceeds from related parties 560,000 1,620,000
Proceeds from short-term borrowings
Additions/disposal of ROU Assets
Repayments to related parties (220,000)
Net cash provided by financing activities from continuing operations 560,000 1,400,000
Net cash used in financing activities from discontinued operations (72,493)  
Net cash provided by financing activities 487,507 1,400,000
Effect of exchange rate changes on cash and cash equivalents (264,495) (618,528)
Net change in cash and cash equivalents (367,715) (330,169)
Cash and cash equivalents, beginning of the period 1,601,479 4,073,440
Cash and cash equivalents, end of the period 1,233,764 3,743,271
Less cash and cash equivalents of discontinued operations, end of the period 22,191 273,713
Cash and cash equivalents of continuing operations–end of period 1,211,573 3,469,558
Supplemental cash flow information    
Interest paid
Income taxes paid
Non-cash investing and financing activities    
Disposals of ROU Assets
v3.24.3
Organization and Principal Activities
6 Months Ended
Jun. 30, 2024
Organization and Principal Activities [Abstract]  
ORGANIZATION AND PRINCIPAL ACTIVITIES

Note 1 - ORGANIZATION AND PRINCIPAL ACTIVITIES

 

AGM Group Holdings Inc. (“AGM Holdings”) was incorporated on April 27, 2015 under the laws of the British Virgin Islands (“BVI”). AGM Holdings is a holding company and does not own any material assets or liabilities other than holding equity interest of multiple entities and certain cash and cash equivalents.

 

On May 21, 2015, AGM Holdings incorporated a wholly owned subsidiary, AGM Technology Limited (“AGM Technology”) in Hong Kong. AGM Technology engaged in the sale of cryptocurrency mining machines and standardized computing equipment. 

 

On October 13, 2015, AGM Technology incorporated a Chinese limited liability subsidiary, AGM Tianjin Construction Development Co., Ltd. (“AGM Tianjin”) formerly known as Shenzhen AnGaoMeng Financial Technology Service Co., Ltd., for the purpose of being a holding company for the equity interests in China.

 

On November 13, 2015, AGM Tianjin incorporated a wholly owned Chinese limited liability subsidiaries, Beijing AnGaoMeng Technology Service Co., Ltd. (“AGM Beijing”).

 

On June 14, 2017, AGM Software Service LTD (“AGM Software”) was incorporated under the laws of BVI. AGM Software is a wholly-owned subsidiary of AGM Holdings.

 

On June 17, 2021, AGM Technology incorporated a wholly owned Chinese limited liability subsidiary, Nanjing Lucun Semiconductor Co. Ltd. (“Nanjing Lucun”) in China under the laws of the People’s Republic of China (the “PRC”). Nanjing Lucun is primarily engaged in the sale of cryptocurrency mining machines and standardized computing equipment. On November 24, 2022, Nanjing Lucun Semiconductor Co., Ltd. Beijing Branch was incorporated.

 

On July 30, 2021 AGM Holdings incorporated a wholly owned limited liability subsidiary, AGM Defi Lab Ptd Limited (“AGM Defi Lab”) under the laws of Singapore. On August 8, 2021 AGM Holdings incorporated a wholly owned limited liability subsidiary, AGM Defi Tech Limited (“AGM Defi Tech”) in Hong Kong. On October 21, 2021, AGM Defi Tech incorporated a wholly owned subsidiary, Beijing Keen Sense Technology Service Co., Ltd (“Beijing Keen Sense”) in China under the laws of PRC. These three subsidiaries are mainly engaged in software development.

 

On January 26, 2024 AGM Holdings incorporated a wholly owned limited liability subsidiary, AGM Electronic Technology Limited(“AGM HK”) in Hong Kong. On April 17, 2024 AGM Holdings incorporated a wholly owned limited liability subsidiary, AGM Canada Holdings Limted (“AGM Canada”) in Canada. On April 26, 2024 AGM HK incorporated a wholly owned limited liability subsidiary, Beijing Bixin Electronic Technology Co., Ltd (“AGM Bixin”) in China under the laws of PRC.

 

As of June 30, 2024, AGM Holdings’ subsidiaries are as follows:

 

Name  Date of
Incorporation
  Place of
Incorporation
  Percentage of
Effective
Ownership
  Principal Activities
AGM Technology Limited (“AGM Technology “)  May 21, 2015  Hong Kong  100%  Sale of cryptocurrency mining machines and standardized computing equipment
AGM Tianjin Construction Development Co., Ltd. (“AGM Tianjin”) formerly Shenzhen AnGaoMeng Financial Technology Service Co., Ltd.  October 13, 2015  China  100%  Holding entity
Beijing AnGaoMeng Technology Service Co., Ltd.
(“AGM Beijing”)
  November 13, 2015  China  100%  Software development and provider
AGM Software Service LTD (“AGM Software”)  June 14, 2017  BVI  100%  Core technology service provider
Nanjing Lucun Semiconductor Co., Ltd. (“Nanjing Lucun”)  June 17, 2021  China  100%  Sale of cryptocurrency mining machines and standardized computing equipment
AGM Defi Lab Ptd Limited (“AGM Defi Lab”)  July 30, 2021  Singapore  100%  Software development and provider
AGM Defi Tech Limited (“AGM Defi Tech”)  August 8, 2021  Hong Kong  100%  Software development and provider
Beijing Keen Sense Technology Service Co., Ltd (“Beijing Keen Sense”)  October 21, 2021  China  100%  Software development and provider
AGM Electronic Technology Limited (“AGM HK”)   January 26, 2024  Hong Kong  100%  Sale of cryptocurrency mining machines and standardized computing equipment
AGM Canada Holdings Limted (“AGM Canada”)  April 17, 2024  Canada  100%  Sale of cryptocurrency mining machines and standardized computing equipment
Beijing Bixin Electronic Technology Co., Ltd (“AGM Bixin”)  April 26, 2024  China  100%  Software development and provider

 

AGM Technology, AGM Tianjin, AGM Beijing, AGM Software, Nanjing Lucun, AGM Defi Lab, AGM Defi Tech, Beijing Keen Sense, AGM HK, AGM Canada, and AGM Bixin are referred to as subsidiaries. AGM Holdings and its consolidated subsidiaries are collectively referred to herein as the “Company” unless specific reference is made to an entity.

v3.24.3
Summary of Significant Policies
6 Months Ended
Jun. 30, 2024
Summary of Significant Policies [Abstract]  
SUMMARY OF SIGNIFICANT POLICIES

Note 2 - SUMMARY OF SIGNIFICANT POLICIES

 

Basis of Presentation

 

The interim condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) to reflect the financial position, results of operations and cash flows of the Company. Significant accounting policies followed by the Company in the preparation of the accompanying condensed consolidated financial statements are summarized below.

 

Principles of Consolidation

 

The accompanying condensed consolidated financial statements include the accounts for AGM Holdings and all its consolidated subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

 

Discontinued Operation

 

A discontinued operation may include a component of an entity or a group of components of an entity, or a business or non-profit activity. A disposal of a component of an entity is required to be reported in discontinued operation if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when any of the following occurs: (1) the component of an entity or group of components of an entity meets the criteria to be classified as held for sale; (2) the component of an entity or group of components of an entity is disposed of by sale; (3) the component of an entity or group of components of an entity is disposed of other than by sale (for example, by abandonment or in ad distribution to owners in a spinoff).

 

For the component disposed of other than by sale in accordance with paragraph 360-10-45-15, the Company adopted ASC Topic 205-20-45-3 and reported the results of operations of the discontinued operations, less applicable income tax expenses or benefits as a separate component in the statement where net income (loss) is reported for current and all prior periods presented.

 

Based on a strategic plan, the Company plans to sell Nanjing Lucun, AGM Tianjin, AGM Beijing and Beijing Keen Sense. As of June 30, 2024 and December 31, 2023, the operation of these entities was classified as a discontinued operation. For the six months ended June 30, 2024 and 2023, the operation of the above entities was presented in discontinued operations.

 

Reclassification

 

Certain prior period amounts have been reclassified to conform to current period presentation in order to reflect the discontinued operations of Nanjing Lucun, AGM Tianjin, AGM Beijing and Beijing Keen Sense. None of the ese reclassifications had an impact on reported financial position or cash flows for any of the period presented.

 

Foreign Currency Translation

 

The accompanying condensed consolidated financial statements are presented in United States dollar (“$”), which is the reporting currency of the Company. For the subsidiaries whose functional currencies are Renminbi (“RMB”), results of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the exchange rate at the end of the period, and equity is translated at historical exchange rates. The resulting translation adjustments are included in determining other comprehensive income or loss. Transaction gains and losses are reflected in the condensed consolidated statements of operations.

 

The condensed consolidated balance sheet balances, with the exception of equity at June 30, 2024 and December 31, 2023 were translated at RMB7.1268 and RMB7.0827 to $1.00, respectively. The equity accounts were stated at their historical rate. The average translation rates applied to condensed consolidated statements of operations and cash flows for the six months ended June 30, 2024 and 2023 were RMB7.1051, RMB6.9291 to $1.00, respectively.

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities on the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. The Company bases its estimates and judgments on historical experience and on various other assumptions and information that are believed to be reasonable under the circumstances. Estimates and assumptions of future events and their effects cannot be perceived with certainty and, accordingly, these estimates may change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment changes. Significant estimates and assumptions by management include, among others, allowance for credit losses, provision of advances to suppliers, discount rate for leases, depreciation of property and equipment and impairment assessments of long-lived assets and income taxes including the valuation allowance for deferred tax assets. While the Company believes that the estimates and assumptions used in the preparation of the financial statements are appropriate, actual results could differ from those estimates. Estimates and assumptions are periodically reviewed and the effects of revisions are reflected in the financial statements in the period they are determined to be necessary.

 

Cash and Cash Equivalents

 

Cash and cash equivalents are financial assets that are either cash or highly liquid investments with an original maturity term of 90 days or less. At June 30, 2024 and December 31, 2023, the Company’s cash equivalents primarily consist cash in various financial institutions.

 

Restricted cash

 

Restricted cash consists of frozen deposits due to overdue reconciliations. The balance of restricted cash was nil and nil from continuing operations and nil and $1,573 from discontinued operation as of June 30, 2024 and December 31, 2023, respectively.

 

Inventories

 

Inventories, primarily consisting of standardized computing equipment, which are finished goods from manufacturers. Inventories are stated at the lower of cost or net realizable value, with net realized value represented by estimated selling prices in the ordinary course of business, less reasonably predictable costs of disposal and transportation. Cost of inventory is determined using the first-in first-out cost method. Adjustments are recorded to write down the cost of inventory to the estimated net realizable value due to slow-moving merchandise and damaged products, which is dependent upon factors such as historical and forecasted consumer demand. No inventory write-down was recorded for the six months ended June 30, 2024 and the year ended December 31, 2023.

 

Advances to Suppliers

 

Advances to suppliers primarily consists of prepayments for purchase of cryptocurrency mining machines and standardized computing equipment. Advance payment depends on specific circumstances, including the industry practice, negotiations with suppliers, security for steady supply of products, and the delivery time of products received from suppliers after the advance payment. Advance to suppliers is settled when the products are provided and accepted by the Company. The Company reviews   its advance to suppliers on a periodic basis and determines the adequacy of provision. Provision is recognized to reflect the expected recoverable amount from the advances to suppliers when the Company considers the likelihood of future economic benefits associated with the advances to supplier is remote.

 

Fair Value of Financial Instruments

 

The Company follows the provisions of Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures (“ASC 820”). It clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

 

Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

 

Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

 

Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

 

The carrying amounts reported in the accompanying condensed consolidated balance sheets for cash and cash equivalents, accounts receivable and other current assets, accounts payable and other payables, due to related parties and contingent consideration approximate their fair value based on the short-term maturity of these instruments. 

 

Accounts Receivable and Allowance for Credit Losses

 

Accounts receivable consists principally of amounts due from trade customers. Credit is extended based on an evaluation of the customer’s financial condition and collateral is not generally required.

 

The Company evaluates its accounts receivable for expected credit losses on a regular basis. The Company maintains an estimated allowance for credit losses to reduce its accounts receivable to the amount that it believes will be collected. The Company uses the length of time a balance has been outstanding, the payment history, creditworthiness and financial conditions of the customers and industry trend as credit quality indicators to monitor the Company’s receivables within the scope of expected credit losses model, along with reasonable and supportable forecasts as a basis to develop the Company’s expected loss estimates. The Company adjusts the allowance percentage periodically when there are significant differences between estimated credit losses and actual bad debts. If there is strong evidence indicating that the accounts receivable is likely to be unrecoverable, the Company also makes specific allowance in the period in which a loss is determined to be probable. Accounts receivable balances are written off after all collection efforts have been exhausted.

 

Adoption of Accounting Standards Update (“ASU” 2016-13)

 

In June 2016, the FASB issued ASU 2016-13: Financial Instruments-Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. The Company has adopted ASU 2016-13 since January 1, 2021, the impact of which on the Company’s condensed consolidated financial statements was immaterial.

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its existing use. Identifiable significant improvements are capitalized and expenditures for maintenance, repairs, and betterments, including replacement of minor items, are charged to expense.

 

Depreciation is computed based on cost, less the estimated residual value, if any, using the straight-line method over the estimated useful life. The residual value rate and useful life of property and equipment are summarized as follows:

 

Property and Equipment  Residual value rate   Useful
life
Electronic equipment             5%  3 years
Office equipment   5%  5 years
Leasehold improvement   0%  Shorter of the lease term or the estimated
useful life of the assets

 

Intangible Assets

 

Intangible assets with definite useful lives are amortized over their estimated useful lives to their estimated residual values. Intangible assets mainly represent the domain name at cost, less accumulated amortization on a straight-line basis over an estimated life of ten years.

 

Intangible Asset  Residual value rate   Useful life
AGM domain name   0%  10 years
Software   0%  5 years

 

Revenue Recognition

 

The Company adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”) for all years presented.  The core principle of this new revenue standard is that a company should recognize revenue when control of the promised goods or services is transferred to the customers, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle by the Company in its determination of revenue recognition:

 

  Step 1: Identify the contract(s) with the customer;
     
  Step 2: Identify the performance obligations in the contract;
     
  Step 3: Determine the transaction price;
     
  Step 4: Allocate the transaction price to the performance obligations in the contract; and
     
  Step 5: Recognize revenue when or as the Company satisfies a performance obligation.

 

The Company is a server developer, engaging in research, development and sale of server, including ASIC miner, and standardized computing equipment and bundle of products or services that may include a combination of these items.

 

The Company derives revenue from the sales of cryptocurrency mining machines and standardized computing equipment and bundle of products or services that may include a combination of these items. The Company enters into contracts with customers that include promises to transfer various products and services, which are generally capable of being distinct and accounted for as separate performance obligations. The transaction price is allocated to each performance obligation on a relative standalone selling price basis.

 

The Company acts as a principal as it takes control of the merchandises, is primarily obligated for the merchandise sold to the consumers, bears inventory risks and has the latitude in establishing prices. For the six months ended June 30, 2024 and 2023, the Company derives revenue from the sale of cryptocurrency mining machines and standardized computing equipment. The Company recognizes product revenues on a gross basis as the Company is responsible to fulfill the promise to provide specified goods. Revenue is recognized at a point in time upon the transfer of control of products to customers.

 

Contract liability 

 

The contract liabilities consist of advances from customers, which relate to unsatisfied performance obligations at the end of each reporting period and consists of cash payments received in advance from customers in sales of server products, cryptocurrency mining machines and standardized computing equipment. As of June 30, 2024 and December 31, 2023, the Company’s advances from customers amounted to $539 and $3,707,166 from continuing operations and$16,357,806 and $26,424,582 from discontinued operation, respectively.

 

The Company reports revenues net of applicable sales taxes and related surcharges.

 

Costs of Revenues

 

Cost of revenues primarily consist of cost of product revenue, which includes direct costs of cryptocurrency mining machines, standardized computing equipment.

 

Leases

 

On January 1, 2021, the Company adopted Accounting Standards Update No. 2016-02, Leases (Topic 842) (ASU 2016-02), as amended, which supersedes the lease accounting guidance under Topic 840, and generally requires lessees to recognize operating and financing lease liabilities and corresponding right-of-use (ROU) assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements.

 

The Company determines if an arrangement is a lease upon inception. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The right to control the use of an asset includes the right to obtain substantially all of the economic benefits of the underlying asset and the right to direct how and for what purpose the asset is used. Upon adoption of ASU 2016-02 and related standards, operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The discount rate used to calculate present value is the Company’s incremental borrowing rate or, if available, the rate implicit in the lease. The Company includes options to renew the lease as part of the right of use lease asset and liability when it is reasonably certain the Company will exercise the option. The Company also takes into considerations when certain lease contains fair value purchase and termination options with an associated penalty. Operating leases are included in operating lease right-of-use (“ROU”) assets and current and non-current lease liabilities in the condensed consolidated balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in the condensed consolidated balance sheets. There were no finance leases for the six months ended June 30, 2024 and the years ended December 31, 2023.

 

Selling, General & Administrative Expenses

 

Selling, general and administrative expenses consist primarily of credit losses, sales and administrative employee-related expenses and professional fees.

 

Research and Development Expenses

 

Research and development costs are expensed as incurred. The costs primarily consist of the wage expenses incurred to continuously improve and upgrade the Company’s services.

 

Government Grants

 

Government grant is recognized when there is reasonable assurance that the Company will comply with the conditions attach to it and the grant will be received. From June 15, 2021, Nanjing Pukou Economic Development Zone Management Committee (the “Committee”) provided an office to the Company for free for 5 years to attract the enterprise for the development of the integrated circuit industry in Nanjing. As of June 30, 2024 and December 31, 2023, the balance of deferred government grant was nil and nil from continuing operations and$74,937 and $97,137 from discontinued operation, respectively. The amount of other income for the government grant recognized during the six months ended June 30, 2024 and 2023 was nil and nil from continuing operations and $20,084 and $20,594 from discontinued operation, respectively.

 

Income Taxes

 

The Company is governed by the Income Tax Law of China and Inland Revenue Ordinance of Hong Kong, as amended. Based on a review of surrounding facts and circumstances, the revenue generated from AGM Technology belongs to offshore revenue as its operation is outside Hong Kong. Therefore, the Company considers AGM Technology is not subject to tax at 16.5% on the assessable profits arising in or derived from Hong Kong or 8.25% if the net profit under $2,000,000 for 2019 and beyond under Inland Revenue Ordinance of Hong Kong.

 

The Company accounts for income taxes using the asset/liability method prescribed by ASC 740, “Accounting for Income Taxes.” Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

 

The Act has caused the Company’s deferred income taxes to be revalued. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through income tax expense. Pursuant to the guidance within SEC Staff Accounting Bulletin No. 118 (“SAB 118”), as of December 31, 2017, the Company recognized the provisional effects of the enactment of the Act for which measurement could be reasonably estimated. The ultimate impact of the Act may differ from these estimates due to the Company’s continued analysis or further regulatory guidance that may be issued as a result of the Act. 

 

The Company applied the provisions of ASC 740-10-50, “Accounting for Uncertainty in Income Taxes,” which provides clarification related to the process associated with accounting for uncertain tax positions recognized in the Company’s financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of June 30, 2024,and December 31, 2023, the Company had uncertain tax positions accrued, and will continue to evaluate for uncertain positions in the future.

 

Value Added Tax

 

The amount of Value Added Tax (“VAT) liability is determined by applying the applicable tax rate to the invoiced amount of software service provided. The Company reports revenue net of China’s VAT for all the periods presented in the accompanying condensed consolidated statements of operations.

 

Comprehensive (Loss)/ Income

 

ASC 220 “Comprehensive Income” established standards for reporting and display of comprehensive (loss)/income, its components and accumulated balances. Components of comprehensive (loss)/income include net loss/income and foreign currency translation adjustments. For the six months ended June 30, 2024 and 2023 , the only component of accumulated other comprehensive loss was foreign currency translation adjustments.

 

Related Party Transactions

 

A related party is generally defined as (i) any person and or their immediate family hold 10% or more of the Company’s securities (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. The Company conducts business with its related parties in the ordinary course of business. Related parties may be individuals or corporate entities.

 

Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. It is not, however, practical to determine the fair value of amounts due from/to related parties due to their related party nature.

 

Concentration and risks

 

a) Concentration of credit risk

 

Financial instruments that potentially subject the Company to concentration of credit risk are cash and cash equivalents, and accounts receivable arising from its normal business activities. The Company places its cash in what it believes to be credit-worthy financial institutions. The Company routinely assesses the financial strength of the customer and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts and, consequently, believes that its accounts receivable credit risk exposure beyond such allowance is limited.

 

b) Foreign currency exchange rate risk

 

The functional currency and the reporting currency of the Company are RMB and U.S. dollars, respectively. The Company’s exposure to foreign currency exchange rate risk primarily relates to cash and cash equivalents, accounts receivable and accounts payable. Any significant fluctuation of RMB against U.S. dollars may materially and adversely affect the Company’s cash flows, revenues, earnings and financial positions.

 

c) Currency convertibility risk

 

The Company transacts some of its business in RMB, which is not freely convertible into foreign currencies. All foreign exchange transactions continue to take place either through the People’s Bank of China (the “PBOC”) or other banks authorized to buy and sell foreign currencies at the exchange rates quoted by the PBOC. Approval of foreign currency payments by the PBOC or other institutions requires submitting a payment application form together with suppliers’ invoices, shipping documents and signed contracts.

 

(Loss)/Earnings per Common Share 

 

Basic (loss)/earnings per ordinary share is computed by dividing net (loss)/earnings attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding during the period. Diluted (loss)/earnings per share is computed by dividing net (loss)/income attributable to ordinary shareholders by the sum of the weighted-average number of ordinary shares outstanding and dilutive potential ordinary shares during the period.

 

Statutory reserves

 

In accordance with the PRC Company Laws, the Company’s PRC subsidiaries must make appropriations from their after-tax profits as determined under the People’s Republic of China Generally Accepted Accounting Principles (“PRC GAAP”) to non-distributable reserve funds including statutory surplus fund and discretionary surplus fund. The appropriation to the statutory surplus fund must be 10% of the after-tax profits as determined under PRC GAAP. Appropriation is not required if the statutory surplus fund has reached 50% of the registered capital of the PRC companies. Appropriation to the discretionary surplus fund is made at the discretion of the PRC companies.

 

The statutory surplus fund and discretionary surplus fund are restricted for use. They may only be applied to offset losses or increase the registered capital of the respective companies. These reserves are not allowed to be transferred to the Company by way of cash dividends, loans or advances, nor can they be distributed except for liquidation.

 

For the six months ended June 30, 2024 and the year ended December 31, 2023, profit appropriation to statutory surplus fund for the Company’s entities incorporated in the PRC was nil and nil, respectively. No appropriation to other reserve funds was made for any of the periods presented.

 

Segment Reporting

 

The Company uses the “management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s chief operating decision maker has been identified as the chief executive officer of the Company who reviews financial information of separate operating segments based on U.S. GAAP. The chief operating decision maker now reviews results analyzed by customer. This analysis is only presented at the revenue level with no allocation of direct or indirect costs. Consequently, the Company has determined that it has only one operating segment.

 

Recently Issued Accounting Pronouncements

 

In March 2023, the FASB issued ASU No. 2023-01, “Leases (Topic 842): Common Control Arrangements”, which amends certain provisions of ASC 842 that apply to arrangements between related parties under common control. In addition, the ASU amends the accounting for leasehold improvements in common-control arrangements for all entities. ASU 2023-01 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted in any annual or interim period as of the beginning of the related fiscal year. The Company will adopt ASU 2023-01 from January 1, 2024. The Company expects the impact of adoption of this ASU to be immaterial to condensed consolidated financial statements.

 

In December 2023, the FASB issued ASU 2023-09, Improvement to Income Tax Disclosure. This standard requires more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This standard also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for public business entities, for annual periods beginning after December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods beginning after December 15, 2025. The Company is in the process of evaluation the impact of adopting this new guidance on its condensed consolidated financial statement.

 

Recently issued ASUs by the FASB, except for the ones mentioned above, are not expected to have a significant impact on the Company’s condensed consolidated results of operations or financial position. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the condensed consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its condensed consolidated financial condition, results of operations, cash flows, or disclosures.

v3.24.3
Accounts Receivable, Net
6 Months Ended
Jun. 30, 2024
Accounts Receivable, Net [Abstract]  
ACCOUNTS RECEIVABLE, NET

Note 3 - ACCOUNTS RECEIVABLE, NET

 

Accounts receivable consisted of the following:

 

   June 30,   December 31, 
   2024   2023 
Accounts receivable   7,455,097    12,275,650 
Allowance for credit losses   (7,455,097)   (7,415,079)
Accounts receivable, net  $
-
   $4,860,571 

 

For the six months ended June 30, 2024 and December 31, 2023, the Company recorded credit losses of $7,455,097 and $7,415,079 from continuing operations and $4,906,524 and $0 from discontinued operations, respectively.

v3.24.3
Advances to Suppliers, Net
6 Months Ended
Jun. 30, 2024
Advances to Suppliers, Net [Abstract]  
ADVANCES TO SUPPLIERS, NET

Note 4 - ADVANCES TO SUPPLIERS, NET

 

Advances to suppliers consisted of the following:

 

   June 30,   December 31, 
   2024   2023 
Advances to suppliers   78,772,548    76,463,466 
Provision for impairment   (34,796,757)   (20,048,713)
Advances to suppliers, net  $43,975,791   $56,414,753 

 

For the six months ended June 30, 2024 and December 31,2023, the Company recorded provision of $34,796,757 and $20,048,713 from continuing operations and $8,306,942 and $8,556,789 from discontinued operations, respectively.

v3.24.3
Inventories
6 Months Ended
Jun. 30, 2024
Inventories [Abstract]  
INVENTORIES

Note 5 - INVENTORIES

 

Inventories, primarily consisted of cryptocurrency mining machines and standardized computing equipment, which are finished goods from manufactures. As of June 30, 2024 and December 31, 2023, inventories consisted of the following:

 

    June 30,    December 31, 
    2024    2023 
Finished goods  $
-
   $
-
 

 

No inventory write-down was recorded for the six months ended June 30, 2024 and December 31,2023.

v3.24.3
Prepayment and Other Current Assets
6 Months Ended
Jun. 30, 2024
Prepayment and Other Current Assets [Abstract]  
PREPAYMENT AND OTHER CURRENT ASSETS

Note 6 - Prepayment and OTHER CURRENT ASSETS

 

Prepayment and other current assets consist of prepaid expenses, other receivables, and deposits. As of June 30, 2024 and December 31, 2023, prepayment and other current assets consisted of the following:

 

   June 30,   December 31, 
   2024   2023 
Loan receivable (1)  $4,161,309   $3,776,608 
Prepaid input VAT   
-
    
-
 
Deposits and others   1,136,375    1,155,769 
Subtotal   5,297,684    4,932,377 
Allowance for credit losses (2)   (1,155,768)   (1,155,768)
Total prepayment and other current assets  $4,141,916   $3,776,609 

 

(1)In 2021, the Company entered into a loan agreement to lend $400,000 loan to AGM Group Ltd. In April 2022, the Company extended additional $900,000 loan to AGM Group Ltd. at the interest rate of 1% as working capital support and change the amount to $1,200,000 in April 4, 2023. As of June 30, 2024, the outstanding amount of loans to AGM Group Ltd. was $1,350,000, generating interest income of $31,172

 

On April 10, 2022 and 31 July, 2022, the Company entered into a loan agreement with a third party, Muliang Agriculture Limited, to lend $280,000 and $25,000 at the interest rate of 1% for one year as working capital support. On April 9, 2023, both parties agreed to extend the loan to December 31, 2024 and increased the amount to $600,000. As of June 30, 2024, the outstanding amount of loans to Muliang Agriculture Limited was $465,000, generating interest income of $8,064

 

On March 1, 2023, the Company entered into a loan agreement with a third party, Northnew Management Limited, to lend $2,000,000 at the interest rate of 1%. On February 6, 2024, both parties agreed to extend the loan to February 28, 2025 and increased the amount to $2,300,000.As of June 30, 2024, the outstanding amount of loans to Northnew Management Limited was $2,295,426, generating interest income of $16,963. 

 

(2)As of June 30, 2024 and December 31, 2023, the Company recorded credit losses of $1,155,768 and $1,155,768 for the long-age deposit, respectively.
v3.24.3
Intangible Assets, Net
6 Months Ended
Jun. 30, 2024
Intangible Assets, Net [Abstract]  
INTANGIBLE ASSETS, NET

Note 7 - INTANGIBLE ASSETS, NET

 

As of June 30, 2024 and December 31, 2023, intangible assets, net consisted of the following:

 

   June 30,   December 31, 
   2024   2023 
AGM domain name  $14,800   $14,800 
Software   50,000    50,000 
Total intangible assets   64,800    64,800 
Less: accumulated amortization   (26,533)   (20,793)
Total intangible assets, net   38,267    44,007 

 

For the six months ended June 30, 2024 and 2023, amortization expenses amounted to $5,740 and $5,740 respectively. The following is an estimated, by fiscal years, of amortization amount of intangible asset:

 

Year ending December 31,    
2024 (remaining 6 months)  $5,740 
2025   11,480 
2026   11,480 
2027   9,567 
Total  $38,267 
v3.24.3
Related Party Transactions and Balances
6 Months Ended
Jun. 30, 2024
Related Party Transactions and Balances [Abstract]  
RELATED PARTY TRANSACTIONS AND BALANCES

Note 8 - RELATED PARTY TRANSACTIONS AND BALANCES

 

As of June 30, 2024, related parties of the Company consist of the following:

 

Name of Related Party   Nature of Relationship
HongKong Kisen Co., Limited (“HongKong Kisen”)   Company ultimately controlled by Chief Strategy Officer (“CSO”)

 

Due to related parties

 

The Company mainly finance its operations through proceeds borrowed from related parties. As of June 30, 2024 and December 31, 2023, due to related parties consisted the following:

 

   December 31,           Interest   Exchange
Rate
   June 30, 
   2023   Received   Repayment   Expenses   Translation   2024 
HongKong Kisen (1)   9,240,203    560,000    
      -
    4,766    
      -
    9,804,969 
Total due to related parties   9,240,203    560,000    
-
    4,766    
-
    9,804,969 

 

(1)

On April 7, 2022, the Company entered into a loan agreement with HongKong Kisen to borrow $10,000,000 at the interest rate of 0.1% for 10 months as working capital support and repaid $2,000,000 to HongKong Kisen in advance in 2022.

 

On January 1, 2023, both parties agreed to terminate the loan agreement mentioned above and obtain borrowings up to $20,000,000 at the interest rate of 0.1% for one year as working capital support. In 2023, the Company borrowed $4,384,975 from HongKong Kisen and repaid $3,160,000, generating interest expense of $9,316. In 2024, the Company borrowed $560,000 from HongKong Kisenas, generating interest expense of $4,766, of June 30,2024, the total amount of loans to HongKong Kisen was $9,784,975, total interest payable is $19,994. The loan mentioned above can be extended on both parties’ consensus.

 

Apart from loan from HongKong Kisen, the balance of due to related parties represents expenses incurred by related parties in the ordinary course of business. These amounts are interest free, unsecured and could be settled on demand.

v3.24.3
Shareholders’ Equity
6 Months Ended
Jun. 30, 2024
Shareholders’ Equity [Abstract]  
SHAREHOLDERS’ EQUITY

Note 9 - SHAREHOLDERS’ EQUITY

 

In August 2021, Firebull Holding Limited, holder of 5,000,000 Class A ordinary shares and 5,000,000 Class B ordinary shares of the Company sold and transferred 5,000,000 Class A ordinary shares to Firebull Tech Limited. Pursuant to section 11 of the Company’s memorandum and articles of association, the 5,000,000 Class B ordinary shares held by Firebull Holding was cancelled accordingly.

 

On December 14, 2021, the Company issued 2,898,552 Class A ordinary shares to investors. As of June 30, 2024, 24,254,842 shares of class A ordinary share and 2,100,000 shares of Class B ordinary shares were issued and outstanding. The Company deposited with the Escrow Agent an aggregate amount of $500,000 in order to provide a source of funding for certain indemnification obligations of the Company. In December 2022, the Company received the refund of the deposit of $492,490, deducting the charge fee.

 

Warrants

 

For each Class A ordinary share purchased on December 14, 2021, an investor received from the Company one-half unregistered warrant, for an aggregate of 1,449,276 warrants. The 3.5-year warrants are exercisable immediately from the date of issuance and have an exercise price of US$8.3 per share. The purchase price for one ordinary share and one-half corresponding warrant is US$6.90.

 

Additionally, the Company has retained FT Global Capital, Inc. (the “Placement Agent”) to act as exclusive placement agent in connection with this offering. The Company agreed to issue to the Placement Agent or its designees warrants to purchase up to 202,899 Class A ordinary shares (“Placement Agent’s Warrants”). Such Placement Agent’s Warrants will be exercisable commencing on the date of issuance at a per share price of $8.3, subject to certain adjustments, and will expire three and a half (3.5) years from the date of issuance.

 

The Company’s outstanding warrants are classified as equity since they qualify for exception from derivative accounting as they are considered to be indexed to the Company’s own stock and require net share settlement. The fair value of the warrants of $12.2 million is valued based on the Black-Scholes-Merton model and is recorded as additional paid-in capital from common stock on the relative fair value of net proceeds received using the following assumptions:

 

Annual dividend yield   
-
 
Expected life (years)   3.5 
Risk-free interest rate   1.01%
Expected volatility   152.16%

 

As of June 30, 2024, and December 31, 2023, the Company had 1,652,175 and 1,652,175 warrants outstanding to purchase 1,652,175 and 1,652,175 class A ordinary shares with weighted average exercise price of $8.3 per share and remaining contractual lives of 0.95 and 1.45 years.

 

Following is a summary of the status of warrants outstanding and exercisable as of June 30, 2024:

 

   Warrants   Weighted
Average
Exercise
Price
 
Warrants outstanding, as of December 31, 2022   
 
   $
 
Issued   1,652,175    8.3 
Exercised   
-
    
-
 
Expired   
-
    
-
 
Warrants outstanding, as of December 31, 2023   1,652,175   $8.3 
Issued   
-
    
-
 
Exercised   
-
    
-
 
Expired   
-
    
-
 
Warrants outstanding, as of June 30, 2024   1,652,175   $8.3 
Warrants exercisable, as of June 30, 2024   1,652,175   $8.3 
v3.24.3
Restricted Net Assets
6 Months Ended
Jun. 30, 2024
Restricted Net Assets [Abstract]  
RESTRICTED NET ASSETS

Note 10 - RESTRICTED NET ASSETS

 

Part of the Company’s operations are conducted through its PRC subsidiaries, and the Company’s ability to pay dividends is primarily dependent on receiving distributions of funds from its subsidiaries. Relevant PRC statutory laws and regulations permit payments of dividends by its subsidiaries only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations, and after it has met the PRC requirements for appropriation to statutory reserves. Paid-in capital and additional paid-in capital of its subsidiaries included in the Company’s consolidated net assets are also non-distributable for dividend purposes.

 

In accordance with the Company Law of the PRC and the PRC regulations on enterprises with foreign investment, whether a domestic enterprise or a wholly owned foreign enterprise (“WFOE”) established in the PRC are both required to provide certain statutory reserves, namely general reserve fund, the enterprise expansion fund and staff welfare and bonus fund which are appropriated from net profit as reported in the enterprise’s PRC statutory accounts. Both a domestic enterprise and a WFOE are required to allocate at least 10% of its annual after-tax profit to the general reserve until such reserve has reached 50% of its registered capital based on the enterprise’s PRC statutory accounts. Appropriations to the enterprise expansion fund and staff welfare and bonus fund are at the discretion of the board of directors. The aforementioned reserves can only be used for specific purposes and are not distributable as cash dividends. All of the Company’s PRC consolidated subsidiaries are subject to the above mandated restrictions on distributable profits.

 

As a result of these PRC laws and regulations, the Company’s PRC subsidiaries are restricted in their ability to transfer a portion of their net assets to the Company. As of June 30, 2024 and December 31, 2023, net assets restricted in the aggregate included in the Company’s consolidated net assets were both $335,696.  

v3.24.3
Discontinued Operation
6 Months Ended
Jun. 30, 2024
Discontinued Operations [Abstract]  
DISCONTINUED OPERATION

Note 11 - DISCONTINUED OPERATION

 

On October 25, 2024, the Company decided to sell the subsidiaries, Nanjing Lucun, AGM Tianjin, AGM Beijing and Beijing Keen Sense based on a strategic plan. Purchase has not yet been identified however these entities are ready for sale. The disposal of the entities was treated as a discontinued operation for all periods or years presented.

 

In accordance with the provision of ASC 205-20, the Company has separately reported the assets and liabilities of the discontinued operations in the Condensed Consolidated Balance Sheets. The assets and liabilities have been reflected as discontinued operations in the Condensed Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023, and consist of the following:

 

   June  30,   December 31, 
   2024   2023 
         
ASSETS        
CURRENT ASSETS:        
Cash and cash equivalents  $22,191   $54,058 
Restricted cash   
-
    1,573 
Accounts receivable, net   96,537    
-
 
Inventories        5,502,404 
Advances to suppliers, net   6,477,049    14,888,691 
Prepayment and other current assets, net   278,254    74,638 
Total current assets   6,874,031    20,521,364 
NON - CURRENT ASSETS:          
Property and equipment, net   237,376    379,678 
Intangible assets, net   
-
    
-
 
Operating lease right-of-use assets   99,719    270,248 
Deferred tax assets   3,289,820    2,578,256 
Total non - current assets   3,626,915    3,228,182 
TOTAL ASSETS  $10,500,946   $23,749,546 
           
LIABILITIES AND SHAREHOLDERS’ EQUITY          
CURRENT LIABILITIES:          
Accounts payable  $1,741,791   $1,902,320 
Accrued expenses and other payables   2,624,596    1,057,005 
Advances from customers   16,357,806    26,424,582 
Due to related parties   4,543    187,129 
Deferred government grant, current   38,229    37,610 
Operating lease liabilities, current   8,819    79,736 
Income tax payable   665,623    670,481 
Total current liabilities   21,441,407    30,358,863 
NON - CURRENT LIABILITIES:          
Operating lease liabilities, non-current   
-
    73,596 
Deferred government grant, non-current   36,708    59,527 
Total non - current liabilities   36,708    133,123 
TOTAL LIABILITIES  $21,478,115   $30,491,986 

 

In accordance with the provisions of ASC 205-20, the Company has not included in the results of continuing operations the results of operations of the discontinued operations in the Condensed Consolidated Statements of Operations and Comprehensive (Loss)/Income. The results of operations for Nanjing Lucun, AGM Tianjing, AGM Beijing and Beijing Keen Sense for the six months ended June 30, 2024 and 2023 have been reflected as discontinued operations in the Condensed Consolidated Statements of Operations and Comprehensive (Loss)/Income and consist of the following:

 

   Six months ended   Six months ended 
   June 30,
2024
   June 30,
2023
 
Net revenues  $23,287,088   $4,851,551 
Cost of revenues   (22,785,394)   (4,621,665)
Gross profit   501,694    229,886 
Operating expenses   5,582,294    969,378 
Other income/(expenses).net   48,541    16,562 
Loss before income tax  $(5,032,059)  $(722,930)
Income tax expense   729,740    180,733 
Loss from discontinued operation, net of income tax  $(4,302,319)  $(542,197)
v3.24.3
Income Tax
6 Months Ended
Jun. 30, 2024
Income Tax [Abstract]  
INCOME TAX

Note 12 - INCOME TAX

 

British Virgin Islands (“BVI”)

 

Under the tax laws of BVI, AGM Holdings and AGM Software are not subject to tax on income or capital gain. In addition, payments of dividends by the Company to their shareholders are not subject to withholding tax in the BVI.

 

Hong Kong

 

Under the tax laws of Hong Kong, AGM Technology, and AGM Defi Tech is subject to tax at 16.5% on the assessable profits arising in or derived from Hong Kong or 8.25% if the net profit under $2,000,000 for 2019 and beyond, and allowed to offset their future tax taxable income with taxable operating losses with carried forward indefinitely. Based on a review of surrounding facts and circumstances, the revenue generated from AGM Technology belongs to offshore revenue as its operation is in mainland China instead of in Hong Kong, and therefore AGM Technology was considered as a PRC resident enterprise.

 

Singapore

 

Under the tax laws of Singapore, AGM Defi Lab are subject to tax at 10% on income or capital gain.

 

China

 

On March 16, 2007, the National People’s Congress passed the Enterprise Income Tax Law (“the China EIT Law”), which was effective as of January 1, 2008. Companies incorporated in China are allowed to offset future tax taxable income with taxable operating losses carried forward in a 5-year period.

 

The China EIT Law also provides that an enterprise established under the laws of foreign countries or regions but whose “de facto management body” is located in China be treated as a resident enterprise for PRC tax purpose and consequently be subject to China income tax at the rate of 25% for its worldwide income. The Implementing Rules of the China EIT Law merely defines the location of the “de facto management body” as “the place where the exercising, in substance, of the overall management and control of the production and business operation, personnel, accounting, properties, etc., of a non-PRC company is located.” On April 22, 2009, China State Administration of Taxation further issued a notice entitled “Notice regarding Recognizing Offshore-Established Enterprises Controlled by PRC Shareholders as Resident Enterprises Based on Their place of Effective Management.” Under this notice, a foreign company controlled by a PRC company or a group of PRC companies shall be deemed as a PRC resident enterprise, if (i) the senior management and the core management departments in charge of its daily operations mainly function in China; (ii) its financial decisions and human resource decisions are subject to decisions or approvals of persons or institutions in China; (iii) its major assets, accounting books, company sales, minutes and files of board meetings and shareholders’ meetings are located or kept in China; and (iv) more than half of the directors or senior management personnel with voting rights reside in China. Based on a review of surrounding facts and circumstances, the Company believes that there is an uncertain tax position as to whether its operations outside of China will be considered a resident enterprise for PRC tax purposes due to limited guidance and implementation history of the China EIT Law. Should the Company be treated as a resident enterprise for PRC tax purposes, the Company will be subject to PRC tax on worldwide income at a uniform tax rate of 25%. For the six months ended June 30, 2024 and the year ended December 31, 2023,the Company has evaluated this uncertain tax position and recorded a tax liability on the Condensed Consolidated Balance Sheet.

 

The China EIT Law also imposes a withholding income tax of 10% on dividends distributed by a foreign invested enterprise to its immediate holding company outside of China, if such immediate holding company is considered as a non-resident enterprise without any establishment or place within China or if the received dividends have no connection with the establishment or place of such immediate holding company within China, unless such immediate holding company’s jurisdiction of incorporation has a tax treaty with China that provides for a different withholding arrangement. Such withholding income tax was exempted under the previous income tax regulations. British Virgin Islands, where the Company is incorporated, did not have such tax treaty with China.

 

AGM Beijing, AGM Tianjin, Nanjing Lucun, Beijing Keen Sense, and AGM Bixin are subject to 25% China statutory tax rate. AGM Beijing, AGM Tianjin, Nanjing Lucun, Beijing Keen Sense, AGM Bixin, AGM Holdings, AGM Software, and AGM Defi Tech incurred net loss for the six months ended June 30, 2024 .

 

The provision for income taxes consisted of the following:

 

   For The Six Months Ended
June 30,
 
   2024   2023 
Current  $(307,348)  $(254,549)
Deferred   3,703,105    (5,486,218)
Total  $3,395,757   $(5,740,767)

 

The reconciliations of the statutory income tax rate and the Company’s effective income tax rate are as follows:

 

   For The Six Months Ended
June 30,
 
   2024   2023 
Statutory income tax rate   25%   25%
Tax effect of different tax rates in other jurisdictions   (1)%   1%
Tax effect of non-deductible expenses   0%   0%
Changes in valuation allowance   0%   0%
Effective tax rate   24%   26%

 

The summary of cumulative net operating losses carried forward for the Company’s subsidiaries in different regions is as follows:

 

   For The Six Months Ended
June 30,
 
   2024   2023 
PRC Region  $28,757   $
-
 
HK Region   2,569    1,934 
Singapore Region   6,440    6,444 
Total cumulative net operating loss carry-forward  $37,766   $8,378 
           

 

Components of the Company’s net deferred tax assets are set forth below:

 

   June 30,   December 31, 
   2024   2023 
Deferred tax assets:        
Net operating loss carry-forwards  $8,476   $1,121 
Allowance for credit losses   2,152,715    2,142,711 
Provision of advances to suppliers   8,699,189    5,012,179 
Lease liability   
-
    
-
 
Total of deferred tax assets  $10,860,380   $7,156,011 
Less: valuation allowance   (1,286)   
-
 
Net deferred tax assets  $10,859,094   $7,156,011 
           
Defer tax liabilities:   -    - 
Right-of-use assets  $
-
   $
-
 
Total deferred tax liabilities   
-
    
-
 
Deferred tax assets, net  $10,859,094   $7,156,011 

 

As of June 30,2024 and December 31, 2023, net deferred tax assets, net of the Company were of $10,859,094 and $7,156,011, respectively, which was consisted of allowance for credit losses, provision of advances to suppliers and operating loss carry-forwards. As of June 30, 2024, the Management believes that the Company’s cumulative losses arising from recurring business of strading ubsidiaries constituted significant strong evidence that most of the deferred tax assets would be realizable, and therefore, no valuation allowance was accrued accordingly over those subsidiaries. Valuation allowance was fully accrued for subsidiaries not generating income apart from AGM Bixin for the six months ended June 30, 2024. As of June 30, 2024 and December 31, 2023, valuation allowance was $1,286 and nil.

 

Accounting for Uncertainty in Income Taxes

 

The Company and certain subsidiaries are established in various foreign countries with significant operations located in China. The Company might not be subject to PRC income tax and did not pay any income tax to PRC however it is uncertain as to whether China tax authority may take different views about the Company’s tax positions which may lead to additional tax liabilities.

 

The tax authority of China Government conducts periodic and ad hoc tax filing reviews on business enterprises operating in China after those enterprises complete their relevant tax filings. Therefore, the Company’s PRC entities’ tax filings results are subject to change. It is therefore uncertain as to whether China tax authority may take different views about the Company’s PRC entities’ tax filings, which may lead to additional tax liabilities.

 

ASC 740 requires recognition and measurement of uncertain income tax positions using a “more-likely-than-not” approach. The management evaluated the company’s tax position and recognized liabilities for uncertain tax positions for the six months ended June 30, 2024 and he years ended December 31, 2023, 2022 and 2021, and the period from inception (April 27, 2015) to December 31, 2015. The Company recognized liabilities for uncertain tax positions, which was included in income tax payable on the Condensed Consolidated Balance Sheets as of June 30,2024 and December 31, 2023.

 

The activity of the unrecognized tax positions related to the Company’s uncertain tax positions is summarized as follows:

 

   June 30,   December 31, 
   2024   2023 
Gross beginning balance   6,961,166    6,567,028 
Gross increase to tax positions in the current period   307,348    394,138 
Gross ending balance   7,268,514    6,961,166 

 

There were no interests and penalties in relation to the Company uncertain tax positions for June 30, 2024, December 31, 2023 and 2022. 

v3.24.3
Concentrations of Credit Risk and Major Customers
6 Months Ended
Jun. 30, 2024
Concentrations of Credit Risk and Major Customers [Abstract]  
CONCENTRATIONS OF CREDIT RISK AND MAJOR CUSTOMERS

Note 13 - CONCENTRATIONS OF CREDIT RISK AND MAJOR CUSTOMERS

 

Credit Risk

 

Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and trade accounts receivable. The Company place cash with high credit quality financial institutions in Singapore, Hongkong and China. As of June 30, 2024 and December 31, 2023, the Company had $55 and $400 of cash balance held in China banks, respectively. China banks protect consumers against loss if their bank or thrift institution fails, and each of the Company’s bank accounts are insured up to RMB500,000 (approximately $70,000). As a result, cash held in China financial institutions of nil and nil were not insured as of June 30,2024 and December 31, 2023, respectively. The Company have not experienced any losses in such accounts through June 30, 2024.

 

The Company’s cash position by geographic area was as follows: 

 

   June 30,
2024
   December 31,
2023
 
Country:                
Singapore  $234,823    19%  $234,897    15%
China (Hongkong)   976,695    81%   1,310,551    85%
China (Mainland)   55    -%   400    -%
Total cash and cash equivalents, and restricted cash  $1,211,573    100%  $1,545,848    100%

 

Almost all of the Company’s sales are credit sales which are primarily to customers whose ability to pay is dependent upon the industry economics prevailing in these areas; however, the Company believe that the concentration of credit risk with respect to trade accounts receivable is limited due to generally short payment terms. The Company also perform ongoing credit evaluations of customers to help further reduce potential credit risk. 

 

Customers

 

As of June 30,2024, one customer accounted for 99% of the Company’s revenues. As of June 30,2023, three customers accounted for 39%, 23% and 21% of the Company’s revenues, respectively.

 

Suppliers

 

As of June 30,2024, one supplier accounted for 100% of the Company’s cost of revenues. As of June 30,2023, three suppliers accounted for 32%, 30% and 23% of the Company’s cost of revenues, respectively.

 

As of June 30, 2024, the Company entered into lease agreements as lessee with third parties for the operation. The Company has total future lease payment of $0 from continuing operations and of $8,840 from discontinued operation, respectively. As of June 30, 2024, the Group did not have any purchase commitments or capital commitments.

v3.24.3
Subsequent Events
6 Months Ended
Jun. 30, 2024
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

Note 14 - SUBSEQUENT EVENTS

 

The Company filed F-1 Registration Statement to raise capital on September 30, 2024. The company is authorized to issue a miximum of 400,000,000 shares with a par value of $0.001 each, being a dual class structure consiting of 200,000,000 Class A ordinary shares of $0.001 par value per share and 200,000,000 Class B ordinary shares of $0.001 par value per share.

 

On October 10, 2024 AGM Holdings announced AGM Canada entered into a partnership agreement Nowlit Solutions Corp. (“Nowlit”), a high performnce computing and data center supplier, in Canada on October 2, 2024 to establish a joint venture name AGM Energy Corp. (“AGM Energy”).

 

Pursuant to the Agreement, AGM Energy plans to invest in and operate clean energy including oil fields, natural gas fields, and hydropower plants in Canada. AGM Energy intends to actively promote two aspects of business:

 

(1) Acquiring high-quality energy assets in North America, such as oil fields, natural gas and hydropower plants, through investment or merger and acquisition, and the business income is the proceeds from energy sales.

 

(2) Providing electricity and operation capabilities to customers in the AI and cryptocurrency industries through the construction of IDC data centers and cryptocurrency mining farms, and its business income is electricity charges and hosting operation management service fees.

 

On October 10, 2024, Nanjing Lucun Semiconductor Co., Ltd. Beijing Branch was deregistered.

 

The Company has performed an evaluation of subsequent events through November 18, 2024, which was the date of the condensed consolidated financial statements were issued, and determined that no other events that would have required adjustment or disclosure in the condensed consolidated financial statements except for the events mentioned below.

v3.24.3
Accounting Policies, by Policy (Policies)
6 Months Ended
Jun. 30, 2024
Summary of Significant Policies [Abstract]  
Basis of Presentation

Basis of Presentation

The interim condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) to reflect the financial position, results of operations and cash flows of the Company. Significant accounting policies followed by the Company in the preparation of the accompanying condensed consolidated financial statements are summarized below.

Principles of Consolidation

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts for AGM Holdings and all its consolidated subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Discontinued Operation

Discontinued Operation

A discontinued operation may include a component of an entity or a group of components of an entity, or a business or non-profit activity. A disposal of a component of an entity is required to be reported in discontinued operation if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when any of the following occurs: (1) the component of an entity or group of components of an entity meets the criteria to be classified as held for sale; (2) the component of an entity or group of components of an entity is disposed of by sale; (3) the component of an entity or group of components of an entity is disposed of other than by sale (for example, by abandonment or in ad distribution to owners in a spinoff).

For the component disposed of other than by sale in accordance with paragraph 360-10-45-15, the Company adopted ASC Topic 205-20-45-3 and reported the results of operations of the discontinued operations, less applicable income tax expenses or benefits as a separate component in the statement where net income (loss) is reported for current and all prior periods presented.

Based on a strategic plan, the Company plans to sell Nanjing Lucun, AGM Tianjin, AGM Beijing and Beijing Keen Sense. As of June 30, 2024 and December 31, 2023, the operation of these entities was classified as a discontinued operation. For the six months ended June 30, 2024 and 2023, the operation of the above entities was presented in discontinued operations.

Reclassification

Reclassification

Certain prior period amounts have been reclassified to conform to current period presentation in order to reflect the discontinued operations of Nanjing Lucun, AGM Tianjin, AGM Beijing and Beijing Keen Sense. None of the ese reclassifications had an impact on reported financial position or cash flows for any of the period presented.

Foreign Currency Translation

Foreign Currency Translation

The accompanying condensed consolidated financial statements are presented in United States dollar (“$”), which is the reporting currency of the Company. For the subsidiaries whose functional currencies are Renminbi (“RMB”), results of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the exchange rate at the end of the period, and equity is translated at historical exchange rates. The resulting translation adjustments are included in determining other comprehensive income or loss. Transaction gains and losses are reflected in the condensed consolidated statements of operations.

The condensed consolidated balance sheet balances, with the exception of equity at June 30, 2024 and December 31, 2023 were translated at RMB7.1268 and RMB7.0827 to $1.00, respectively. The equity accounts were stated at their historical rate. The average translation rates applied to condensed consolidated statements of operations and cash flows for the six months ended June 30, 2024 and 2023 were RMB7.1051, RMB6.9291 to $1.00, respectively.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities on the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. The Company bases its estimates and judgments on historical experience and on various other assumptions and information that are believed to be reasonable under the circumstances. Estimates and assumptions of future events and their effects cannot be perceived with certainty and, accordingly, these estimates may change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment changes. Significant estimates and assumptions by management include, among others, allowance for credit losses, provision of advances to suppliers, discount rate for leases, depreciation of property and equipment and impairment assessments of long-lived assets and income taxes including the valuation allowance for deferred tax assets. While the Company believes that the estimates and assumptions used in the preparation of the financial statements are appropriate, actual results could differ from those estimates. Estimates and assumptions are periodically reviewed and the effects of revisions are reflected in the financial statements in the period they are determined to be necessary.

Cash and cash equivalents

Cash and Cash Equivalents

Cash and cash equivalents are financial assets that are either cash or highly liquid investments with an original maturity term of 90 days or less. At June 30, 2024 and December 31, 2023, the Company’s cash equivalents primarily consist cash in various financial institutions.

 

Restricted cash

Restricted cash

Restricted cash consists of frozen deposits due to overdue reconciliations. The balance of restricted cash was nil and nil from continuing operations and nil and $1,573 from discontinued operation as of June 30, 2024 and December 31, 2023, respectively.

Inventories

Inventories

Inventories, primarily consisting of standardized computing equipment, which are finished goods from manufacturers. Inventories are stated at the lower of cost or net realizable value, with net realized value represented by estimated selling prices in the ordinary course of business, less reasonably predictable costs of disposal and transportation. Cost of inventory is determined using the first-in first-out cost method. Adjustments are recorded to write down the cost of inventory to the estimated net realizable value due to slow-moving merchandise and damaged products, which is dependent upon factors such as historical and forecasted consumer demand. No inventory write-down was recorded for the six months ended June 30, 2024 and the year ended December 31, 2023.

Advances to suppliers

Advances to Suppliers

Advances to suppliers primarily consists of prepayments for purchase of cryptocurrency mining machines and standardized computing equipment. Advance payment depends on specific circumstances, including the industry practice, negotiations with suppliers, security for steady supply of products, and the delivery time of products received from suppliers after the advance payment. Advance to suppliers is settled when the products are provided and accepted by the Company. The Company reviews   its advance to suppliers on a periodic basis and determines the adequacy of provision. Provision is recognized to reflect the expected recoverable amount from the advances to suppliers when the Company considers the likelihood of future economic benefits associated with the advances to supplier is remote.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The Company follows the provisions of Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures (“ASC 820”). It clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

The carrying amounts reported in the accompanying condensed consolidated balance sheets for cash and cash equivalents, accounts receivable and other current assets, accounts payable and other payables, due to related parties and contingent consideration approximate their fair value based on the short-term maturity of these instruments. 

Accounts Receivable and Allowance for Credit Losses

Accounts Receivable and Allowance for Credit Losses

Accounts receivable consists principally of amounts due from trade customers. Credit is extended based on an evaluation of the customer’s financial condition and collateral is not generally required.

The Company evaluates its accounts receivable for expected credit losses on a regular basis. The Company maintains an estimated allowance for credit losses to reduce its accounts receivable to the amount that it believes will be collected. The Company uses the length of time a balance has been outstanding, the payment history, creditworthiness and financial conditions of the customers and industry trend as credit quality indicators to monitor the Company’s receivables within the scope of expected credit losses model, along with reasonable and supportable forecasts as a basis to develop the Company’s expected loss estimates. The Company adjusts the allowance percentage periodically when there are significant differences between estimated credit losses and actual bad debts. If there is strong evidence indicating that the accounts receivable is likely to be unrecoverable, the Company also makes specific allowance in the period in which a loss is determined to be probable. Accounts receivable balances are written off after all collection efforts have been exhausted.

 

Adoption of Accounting Standards Update (“ASU” 2016-13)

In June 2016, the FASB issued ASU 2016-13: Financial Instruments-Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. The Company has adopted ASU 2016-13 since January 1, 2021, the impact of which on the Company’s condensed consolidated financial statements was immaterial.

Property and Equipment

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its existing use. Identifiable significant improvements are capitalized and expenditures for maintenance, repairs, and betterments, including replacement of minor items, are charged to expense.

Depreciation is computed based on cost, less the estimated residual value, if any, using the straight-line method over the estimated useful life. The residual value rate and useful life of property and equipment are summarized as follows:

Property and Equipment  Residual value rate   Useful
life
Electronic equipment             5%  3 years
Office equipment   5%  5 years
Leasehold improvement   0%  Shorter of the lease term or the estimated
useful life of the assets
Intangible Assets

Intangible Assets

Intangible assets with definite useful lives are amortized over their estimated useful lives to their estimated residual values. Intangible assets mainly represent the domain name at cost, less accumulated amortization on a straight-line basis over an estimated life of ten years.

Intangible Asset  Residual value rate   Useful life
AGM domain name   0%  10 years
Software   0%  5 years
Revenue Recognition

Revenue Recognition

The Company adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”) for all years presented.  The core principle of this new revenue standard is that a company should recognize revenue when control of the promised goods or services is transferred to the customers, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle by the Company in its determination of revenue recognition:

  Step 1: Identify the contract(s) with the customer;
     
  Step 2: Identify the performance obligations in the contract;
     
  Step 3: Determine the transaction price;
     
  Step 4: Allocate the transaction price to the performance obligations in the contract; and
     
  Step 5: Recognize revenue when or as the Company satisfies a performance obligation.

 

The Company is a server developer, engaging in research, development and sale of server, including ASIC miner, and standardized computing equipment and bundle of products or services that may include a combination of these items.

The Company derives revenue from the sales of cryptocurrency mining machines and standardized computing equipment and bundle of products or services that may include a combination of these items. The Company enters into contracts with customers that include promises to transfer various products and services, which are generally capable of being distinct and accounted for as separate performance obligations. The transaction price is allocated to each performance obligation on a relative standalone selling price basis.

The Company acts as a principal as it takes control of the merchandises, is primarily obligated for the merchandise sold to the consumers, bears inventory risks and has the latitude in establishing prices. For the six months ended June 30, 2024 and 2023, the Company derives revenue from the sale of cryptocurrency mining machines and standardized computing equipment. The Company recognizes product revenues on a gross basis as the Company is responsible to fulfill the promise to provide specified goods. Revenue is recognized at a point in time upon the transfer of control of products to customers.

Contract liability

Contract liability 

The contract liabilities consist of advances from customers, which relate to unsatisfied performance obligations at the end of each reporting period and consists of cash payments received in advance from customers in sales of server products, cryptocurrency mining machines and standardized computing equipment. As of June 30, 2024 and December 31, 2023, the Company’s advances from customers amounted to $539 and $3,707,166 from continuing operations and$16,357,806 and $26,424,582 from discontinued operation, respectively.

The Company reports revenues net of applicable sales taxes and related surcharges.

Costs of Revenues

Costs of Revenues

Cost of revenues primarily consist of cost of product revenue, which includes direct costs of cryptocurrency mining machines, standardized computing equipment.

Leases

Leases

On January 1, 2021, the Company adopted Accounting Standards Update No. 2016-02, Leases (Topic 842) (ASU 2016-02), as amended, which supersedes the lease accounting guidance under Topic 840, and generally requires lessees to recognize operating and financing lease liabilities and corresponding right-of-use (ROU) assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements.

The Company determines if an arrangement is a lease upon inception. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The right to control the use of an asset includes the right to obtain substantially all of the economic benefits of the underlying asset and the right to direct how and for what purpose the asset is used. Upon adoption of ASU 2016-02 and related standards, operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The discount rate used to calculate present value is the Company’s incremental borrowing rate or, if available, the rate implicit in the lease. The Company includes options to renew the lease as part of the right of use lease asset and liability when it is reasonably certain the Company will exercise the option. The Company also takes into considerations when certain lease contains fair value purchase and termination options with an associated penalty. Operating leases are included in operating lease right-of-use (“ROU”) assets and current and non-current lease liabilities in the condensed consolidated balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in the condensed consolidated balance sheets. There were no finance leases for the six months ended June 30, 2024 and the years ended December 31, 2023.

 

Selling, general & administrative expenses

Selling, General & Administrative Expenses

Selling, general and administrative expenses consist primarily of credit losses, sales and administrative employee-related expenses and professional fees.

Research and Development Expenses

Research and Development Expenses

Research and development costs are expensed as incurred. The costs primarily consist of the wage expenses incurred to continuously improve and upgrade the Company’s services.

Government Grants

Government Grants

Government grant is recognized when there is reasonable assurance that the Company will comply with the conditions attach to it and the grant will be received. From June 15, 2021, Nanjing Pukou Economic Development Zone Management Committee (the “Committee”) provided an office to the Company for free for 5 years to attract the enterprise for the development of the integrated circuit industry in Nanjing. As of June 30, 2024 and December 31, 2023, the balance of deferred government grant was nil and nil from continuing operations and$74,937 and $97,137 from discontinued operation, respectively. The amount of other income for the government grant recognized during the six months ended June 30, 2024 and 2023 was nil and nil from continuing operations and $20,084 and $20,594 from discontinued operation, respectively.

Income Taxes

Income Taxes

The Company is governed by the Income Tax Law of China and Inland Revenue Ordinance of Hong Kong, as amended. Based on a review of surrounding facts and circumstances, the revenue generated from AGM Technology belongs to offshore revenue as its operation is outside Hong Kong. Therefore, the Company considers AGM Technology is not subject to tax at 16.5% on the assessable profits arising in or derived from Hong Kong or 8.25% if the net profit under $2,000,000 for 2019 and beyond under Inland Revenue Ordinance of Hong Kong.

The Company accounts for income taxes using the asset/liability method prescribed by ASC 740, “Accounting for Income Taxes.” Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

The Act has caused the Company’s deferred income taxes to be revalued. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through income tax expense. Pursuant to the guidance within SEC Staff Accounting Bulletin No. 118 (“SAB 118”), as of December 31, 2017, the Company recognized the provisional effects of the enactment of the Act for which measurement could be reasonably estimated. The ultimate impact of the Act may differ from these estimates due to the Company’s continued analysis or further regulatory guidance that may be issued as a result of the Act. 

The Company applied the provisions of ASC 740-10-50, “Accounting for Uncertainty in Income Taxes,” which provides clarification related to the process associated with accounting for uncertain tax positions recognized in the Company’s financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of June 30, 2024,and December 31, 2023, the Company had uncertain tax positions accrued, and will continue to evaluate for uncertain positions in the future.

 

Value Added Tax

Value Added Tax

The amount of Value Added Tax (“VAT) liability is determined by applying the applicable tax rate to the invoiced amount of software service provided. The Company reports revenue net of China’s VAT for all the periods presented in the accompanying condensed consolidated statements of operations.

Comprehensive (Loss)/ Income

Comprehensive (Loss)/ Income

ASC 220 “Comprehensive Income” established standards for reporting and display of comprehensive (loss)/income, its components and accumulated balances. Components of comprehensive (loss)/income include net loss/income and foreign currency translation adjustments. For the six months ended June 30, 2024 and 2023 , the only component of accumulated other comprehensive loss was foreign currency translation adjustments.

Related Party Transactions

Related Party Transactions

A related party is generally defined as (i) any person and or their immediate family hold 10% or more of the Company’s securities (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. The Company conducts business with its related parties in the ordinary course of business. Related parties may be individuals or corporate entities.

Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. It is not, however, practical to determine the fair value of amounts due from/to related parties due to their related party nature.

Concentration and risks

Concentration and risks

a) Concentration of credit risk

Financial instruments that potentially subject the Company to concentration of credit risk are cash and cash equivalents, and accounts receivable arising from its normal business activities. The Company places its cash in what it believes to be credit-worthy financial institutions. The Company routinely assesses the financial strength of the customer and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts and, consequently, believes that its accounts receivable credit risk exposure beyond such allowance is limited.

b) Foreign currency exchange rate risk

The functional currency and the reporting currency of the Company are RMB and U.S. dollars, respectively. The Company’s exposure to foreign currency exchange rate risk primarily relates to cash and cash equivalents, accounts receivable and accounts payable. Any significant fluctuation of RMB against U.S. dollars may materially and adversely affect the Company’s cash flows, revenues, earnings and financial positions.

c) Currency convertibility risk

The Company transacts some of its business in RMB, which is not freely convertible into foreign currencies. All foreign exchange transactions continue to take place either through the People’s Bank of China (the “PBOC”) or other banks authorized to buy and sell foreign currencies at the exchange rates quoted by the PBOC. Approval of foreign currency payments by the PBOC or other institutions requires submitting a payment application form together with suppliers’ invoices, shipping documents and signed contracts.

(Loss)/Earnings per Common Share

(Loss)/Earnings per Common Share 

Basic (loss)/earnings per ordinary share is computed by dividing net (loss)/earnings attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding during the period. Diluted (loss)/earnings per share is computed by dividing net (loss)/income attributable to ordinary shareholders by the sum of the weighted-average number of ordinary shares outstanding and dilutive potential ordinary shares during the period.

 

Statutory reserves

Statutory reserves

In accordance with the PRC Company Laws, the Company’s PRC subsidiaries must make appropriations from their after-tax profits as determined under the People’s Republic of China Generally Accepted Accounting Principles (“PRC GAAP”) to non-distributable reserve funds including statutory surplus fund and discretionary surplus fund. The appropriation to the statutory surplus fund must be 10% of the after-tax profits as determined under PRC GAAP. Appropriation is not required if the statutory surplus fund has reached 50% of the registered capital of the PRC companies. Appropriation to the discretionary surplus fund is made at the discretion of the PRC companies.

The statutory surplus fund and discretionary surplus fund are restricted for use. They may only be applied to offset losses or increase the registered capital of the respective companies. These reserves are not allowed to be transferred to the Company by way of cash dividends, loans or advances, nor can they be distributed except for liquidation.

For the six months ended June 30, 2024 and the year ended December 31, 2023, profit appropriation to statutory surplus fund for the Company’s entities incorporated in the PRC was nil and nil, respectively. No appropriation to other reserve funds was made for any of the periods presented.

Segment Reporting

Segment Reporting

The Company uses the “management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s chief operating decision maker has been identified as the chief executive officer of the Company who reviews financial information of separate operating segments based on U.S. GAAP. The chief operating decision maker now reviews results analyzed by customer. This analysis is only presented at the revenue level with no allocation of direct or indirect costs. Consequently, the Company has determined that it has only one operating segment.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

In March 2023, the FASB issued ASU No. 2023-01, “Leases (Topic 842): Common Control Arrangements”, which amends certain provisions of ASC 842 that apply to arrangements between related parties under common control. In addition, the ASU amends the accounting for leasehold improvements in common-control arrangements for all entities. ASU 2023-01 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted in any annual or interim period as of the beginning of the related fiscal year. The Company will adopt ASU 2023-01 from January 1, 2024. The Company expects the impact of adoption of this ASU to be immaterial to condensed consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Improvement to Income Tax Disclosure. This standard requires more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This standard also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for public business entities, for annual periods beginning after December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods beginning after December 15, 2025. The Company is in the process of evaluation the impact of adopting this new guidance on its condensed consolidated financial statement.

Recently issued ASUs by the FASB, except for the ones mentioned above, are not expected to have a significant impact on the Company’s condensed consolidated results of operations or financial position. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the condensed consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its condensed consolidated financial condition, results of operations, cash flows, or disclosures.

v3.24.3
Organization and Principal Activities (Tables)
6 Months Ended
Jun. 30, 2024
Organization and Principal Activities [Abstract]  
Schedule of AGM Holdings' Subsidiaries As of June 30, 2024, AGM Holdings’ subsidiaries are as follows:
Name  Date of
Incorporation
  Place of
Incorporation
  Percentage of
Effective
Ownership
  Principal Activities
AGM Technology Limited (“AGM Technology “)  May 21, 2015  Hong Kong  100%  Sale of cryptocurrency mining machines and standardized computing equipment
AGM Tianjin Construction Development Co., Ltd. (“AGM Tianjin”) formerly Shenzhen AnGaoMeng Financial Technology Service Co., Ltd.  October 13, 2015  China  100%  Holding entity
Beijing AnGaoMeng Technology Service Co., Ltd.
(“AGM Beijing”)
  November 13, 2015  China  100%  Software development and provider
AGM Software Service LTD (“AGM Software”)  June 14, 2017  BVI  100%  Core technology service provider
Nanjing Lucun Semiconductor Co., Ltd. (“Nanjing Lucun”)  June 17, 2021  China  100%  Sale of cryptocurrency mining machines and standardized computing equipment
AGM Defi Lab Ptd Limited (“AGM Defi Lab”)  July 30, 2021  Singapore  100%  Software development and provider
AGM Defi Tech Limited (“AGM Defi Tech”)  August 8, 2021  Hong Kong  100%  Software development and provider
Beijing Keen Sense Technology Service Co., Ltd (“Beijing Keen Sense”)  October 21, 2021  China  100%  Software development and provider
AGM Electronic Technology Limited (“AGM HK”)   January 26, 2024  Hong Kong  100%  Sale of cryptocurrency mining machines and standardized computing equipment
AGM Canada Holdings Limted (“AGM Canada”)  April 17, 2024  Canada  100%  Sale of cryptocurrency mining machines and standardized computing equipment
Beijing Bixin Electronic Technology Co., Ltd (“AGM Bixin”)  April 26, 2024  China  100%  Software development and provider
v3.24.3
Summary of Significant Policies (Tables)
6 Months Ended
Jun. 30, 2024
Summary of Significant Policies [Abstract]  
Schedule of Residual Value Rate and Useful Life of Property and Equipment Depreciation is computed based on cost, less the estimated residual value, if any, using the straight-line method over the estimated useful life. The residual value rate and useful life of property and equipment are summarized as follows:
Property and Equipment  Residual value rate   Useful
life
Electronic equipment             5%  3 years
Office equipment   5%  5 years
Leasehold improvement   0%  Shorter of the lease term or the estimated
useful life of the assets
Schedule of Intangible Assets Intangible assets with definite useful lives are amortized over their estimated useful lives to their estimated residual values. Intangible assets mainly represent the domain name at cost, less accumulated amortization on a straight-line basis over an estimated life of ten years.
Intangible Asset  Residual value rate   Useful life
AGM domain name   0%  10 years
Software   0%  5 years
v3.24.3
Accounts Receivable, Net (Tables)
6 Months Ended
Jun. 30, 2024
Accounts Receivable, Net [Abstract]  
Schedule of Accounts Receivable Accounts receivable consisted of the following:
   June 30,   December 31, 
   2024   2023 
Accounts receivable   7,455,097    12,275,650 
Allowance for credit losses   (7,455,097)   (7,415,079)
Accounts receivable, net  $
-
   $4,860,571 
v3.24.3
Advances to Suppliers, Net (Tables)
6 Months Ended
Jun. 30, 2024
Advances to Suppliers, Net [Abstract]  
Schedule of Advances to Suppliers Advances to suppliers consisted of the following:
   June 30,   December 31, 
   2024   2023 
Advances to suppliers   78,772,548    76,463,466 
Provision for impairment   (34,796,757)   (20,048,713)
Advances to suppliers, net  $43,975,791   $56,414,753 
v3.24.3
Inventories (Tables)
6 Months Ended
Jun. 30, 2024
Inventories [Abstract]  
Schedule of Inventories As of June 30, 2024 and December 31, 2023, inventories consisted of the following:
    June 30,    December 31, 
    2024    2023 
Finished goods  $
-
   $
-
 
v3.24.3
Prepayment and Other Current Assets (Tables)
6 Months Ended
Jun. 30, 2024
Prepayment and Other Current Assets [Abstract]  
Schedule of Prepayment and Other Current Assets As of June 30, 2024 and December 31, 2023, prepayment and other current assets consisted of the following:
   June 30,   December 31, 
   2024   2023 
Loan receivable (1)  $4,161,309   $3,776,608 
Prepaid input VAT   
-
    
-
 
Deposits and others   1,136,375    1,155,769 
Subtotal   5,297,684    4,932,377 
Allowance for credit losses (2)   (1,155,768)   (1,155,768)
Total prepayment and other current assets  $4,141,916   $3,776,609 
(1)In 2021, the Company entered into a loan agreement to lend $400,000 loan to AGM Group Ltd. In April 2022, the Company extended additional $900,000 loan to AGM Group Ltd. at the interest rate of 1% as working capital support and change the amount to $1,200,000 in April 4, 2023. As of June 30, 2024, the outstanding amount of loans to AGM Group Ltd. was $1,350,000, generating interest income of $31,172

On April 10, 2022 and 31 July, 2022, the Company entered into a loan agreement with a third party, Muliang Agriculture Limited, to lend $280,000 and $25,000 at the interest rate of 1% for one year as working capital support. On April 9, 2023, both parties agreed to extend the loan to December 31, 2024 and increased the amount to $600,000. As of June 30, 2024, the outstanding amount of loans to Muliang Agriculture Limited was $465,000, generating interest income of $8,064

On March 1, 2023, the Company entered into a loan agreement with a third party, Northnew Management Limited, to lend $2,000,000 at the interest rate of 1%. On February 6, 2024, both parties agreed to extend the loan to February 28, 2025 and increased the amount to $2,300,000.As of June 30, 2024, the outstanding amount of loans to Northnew Management Limited was $2,295,426, generating interest income of $16,963. 

(2)As of June 30, 2024 and December 31, 2023, the Company recorded credit losses of $1,155,768 and $1,155,768 for the long-age deposit, respectively.
v3.24.3
Intangible Assets, Net (Tables)
6 Months Ended
Jun. 30, 2024
Intangible Assets, Net [Abstract]  
Schedule of Intangible Assets, Net As of June 30, 2024 and December 31, 2023, intangible assets, net consisted of the following:
   June 30,   December 31, 
   2024   2023 
AGM domain name  $14,800   $14,800 
Software   50,000    50,000 
Total intangible assets   64,800    64,800 
Less: accumulated amortization   (26,533)   (20,793)
Total intangible assets, net   38,267    44,007 
Schedule of Amortization Amount of Intangible Asset The following is an estimated, by fiscal years, of amortization amount of intangible asset:
Year ending December 31,    
2024 (remaining 6 months)  $5,740 
2025   11,480 
2026   11,480 
2027   9,567 
Total  $38,267 
v3.24.3
Related Party Transactions and Balances (Tables)
6 Months Ended
Jun. 30, 2024
Related Party Transactions and Balances [Abstract]  
Schedule of Related Parties As of June 30, 2024, related parties of the Company consist of the following:
Name of Related Party   Nature of Relationship
HongKong Kisen Co., Limited (“HongKong Kisen”)   Company ultimately controlled by Chief Strategy Officer (“CSO”)
Schedule of Operations Through Proceeds Borrowed From Related Parties As of June 30, 2024 and December 31, 2023, due to related parties consisted the following:
   December 31,           Interest   Exchange
Rate
   June 30, 
   2023   Received   Repayment   Expenses   Translation   2024 
HongKong Kisen (1)   9,240,203    560,000    
      -
    4,766    
      -
    9,804,969 
Total due to related parties   9,240,203    560,000    
-
    4,766    
-
    9,804,969 
(1)

On April 7, 2022, the Company entered into a loan agreement with HongKong Kisen to borrow $10,000,000 at the interest rate of 0.1% for 10 months as working capital support and repaid $2,000,000 to HongKong Kisen in advance in 2022.

 

On January 1, 2023, both parties agreed to terminate the loan agreement mentioned above and obtain borrowings up to $20,000,000 at the interest rate of 0.1% for one year as working capital support. In 2023, the Company borrowed $4,384,975 from HongKong Kisen and repaid $3,160,000, generating interest expense of $9,316. In 2024, the Company borrowed $560,000 from HongKong Kisenas, generating interest expense of $4,766, of June 30,2024, the total amount of loans to HongKong Kisen was $9,784,975, total interest payable is $19,994. The loan mentioned above can be extended on both parties’ consensus.

v3.24.3
Shareholders’ Equity (Tables)
6 Months Ended
Jun. 30, 2024
Shareholders’ Equity [Abstract]  
Schedule of Fair Value of Net Proceeds The fair value of the warrants of $12.2 million is valued based on the Black-Scholes-Merton model and is recorded as additional paid-in capital from common stock on the relative fair value of net proceeds received using the following assumptions:
Annual dividend yield   
-
 
Expected life (years)   3.5 
Risk-free interest rate   1.01%
Expected volatility   152.16%

 

Schedule of Warrants Outstanding and Exercisable Following is a summary of the status of warrants outstanding and exercisable as of June 30, 2024:
   Warrants   Weighted
Average
Exercise
Price
 
Warrants outstanding, as of December 31, 2022   
 
   $
 
Issued   1,652,175    8.3 
Exercised   
-
    
-
 
Expired   
-
    
-
 
Warrants outstanding, as of December 31, 2023   1,652,175   $8.3 
Issued   
-
    
-
 
Exercised   
-
    
-
 
Expired   
-
    
-
 
Warrants outstanding, as of June 30, 2024   1,652,175   $8.3 
Warrants exercisable, as of June 30, 2024   1,652,175   $8.3 
v3.24.3
Discontinued Operation (Tables)
6 Months Ended
Jun. 30, 2024
Discontinued Operations [Abstract]  
Schedule of Assets and Liabilities from Discontinued Operations The assets and liabilities have been reflected as discontinued operations in the Condensed Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023, and consist of the following:
   June  30,   December 31, 
   2024   2023 
         
ASSETS        
CURRENT ASSETS:        
Cash and cash equivalents  $22,191   $54,058 
Restricted cash   
-
    1,573 
Accounts receivable, net   96,537    
-
 
Inventories        5,502,404 
Advances to suppliers, net   6,477,049    14,888,691 
Prepayment and other current assets, net   278,254    74,638 
Total current assets   6,874,031    20,521,364 
NON - CURRENT ASSETS:          
Property and equipment, net   237,376    379,678 
Intangible assets, net   
-
    
-
 
Operating lease right-of-use assets   99,719    270,248 
Deferred tax assets   3,289,820    2,578,256 
Total non - current assets   3,626,915    3,228,182 
TOTAL ASSETS  $10,500,946   $23,749,546 
           
LIABILITIES AND SHAREHOLDERS’ EQUITY          
CURRENT LIABILITIES:          
Accounts payable  $1,741,791   $1,902,320 
Accrued expenses and other payables   2,624,596    1,057,005 
Advances from customers   16,357,806    26,424,582 
Due to related parties   4,543    187,129 
Deferred government grant, current   38,229    37,610 
Operating lease liabilities, current   8,819    79,736 
Income tax payable   665,623    670,481 
Total current liabilities   21,441,407    30,358,863 
NON - CURRENT LIABILITIES:          
Operating lease liabilities, non-current   
-
    73,596 
Deferred government grant, non-current   36,708    59,527 
Total non - current liabilities   36,708    133,123 
TOTAL LIABILITIES  $21,478,115   $30,491,986 

 

Schedule of Revenues and Income from Discontinued Operations The results of operations for Nanjing Lucun, AGM Tianjing, AGM Beijing and Beijing Keen Sense for the six months ended June 30, 2024 and 2023 have been reflected as discontinued operations in the Condensed Consolidated Statements of Operations and Comprehensive (Loss)/Income and consist of the following:
   Six months ended   Six months ended 
   June 30,
2024
   June 30,
2023
 
Net revenues  $23,287,088   $4,851,551 
Cost of revenues   (22,785,394)   (4,621,665)
Gross profit   501,694    229,886 
Operating expenses   5,582,294    969,378 
Other income/(expenses).net   48,541    16,562 
Loss before income tax  $(5,032,059)  $(722,930)
Income tax expense   729,740    180,733 
Loss from discontinued operation, net of income tax  $(4,302,319)  $(542,197)
v3.24.3
Income Tax (Tables)
6 Months Ended
Jun. 30, 2024
Income Tax [Abstract]  
Schedule of Provision for Income Taxes The provision for income taxes consisted of the following:
   For The Six Months Ended
June 30,
 
   2024   2023 
Current  $(307,348)  $(254,549)
Deferred   3,703,105    (5,486,218)
Total  $3,395,757   $(5,740,767)
Schedule of Reconciliations of the Statutory Income Tax Rate and the Company's Effective Income Tax Rate The reconciliations of the statutory income tax rate and the Company’s effective income tax rate are as follows:
   For The Six Months Ended
June 30,
 
   2024   2023 
Statutory income tax rate   25%   25%
Tax effect of different tax rates in other jurisdictions   (1)%   1%
Tax effect of non-deductible expenses   0%   0%
Changes in valuation allowance   0%   0%
Effective tax rate   24%   26%
Schedule of Cumulative Net Operating Losses Carried Forward The summary of cumulative net operating losses carried forward for the Company’s subsidiaries in different regions is as follows:
   For The Six Months Ended
June 30,
 
   2024   2023 
PRC Region  $28,757   $
-
 
HK Region   2,569    1,934 
Singapore Region   6,440    6,444 
Total cumulative net operating loss carry-forward  $37,766   $8,378 
           
Schedule of Net Deferred Tax Assets Components of the Company’s net deferred tax assets are set forth below:
   June 30,   December 31, 
   2024   2023 
Deferred tax assets:        
Net operating loss carry-forwards  $8,476   $1,121 
Allowance for credit losses   2,152,715    2,142,711 
Provision of advances to suppliers   8,699,189    5,012,179 
Lease liability   
-
    
-
 
Total of deferred tax assets  $10,860,380   $7,156,011 
Less: valuation allowance   (1,286)   
-
 
Net deferred tax assets  $10,859,094   $7,156,011 
           
Defer tax liabilities:   -    - 
Right-of-use assets  $
-
   $
-
 
Total deferred tax liabilities   
-
    
-
 
Deferred tax assets, net  $10,859,094   $7,156,011 

 

Schedule of Unrecognized Tax Positions The activity of the unrecognized tax positions related to the Company’s uncertain tax positions is summarized as follows:
   June 30,   December 31, 
   2024   2023 
Gross beginning balance   6,961,166    6,567,028 
Gross increase to tax positions in the current period   307,348    394,138 
Gross ending balance   7,268,514    6,961,166 
v3.24.3
Concentrations of Credit Risk and Major Customers (Tables)
6 Months Ended
Jun. 30, 2024
Concentrations of Credit Risk and Major Customers [Abstract]  
Schedule of Geographic Area The Company’s cash position by geographic area was as follows:
   June 30,
2024
   December 31,
2023
 
Country:                
Singapore  $234,823    19%  $234,897    15%
China (Hongkong)   976,695    81%   1,310,551    85%
China (Mainland)   55    -%   400    -%
Total cash and cash equivalents, and restricted cash  $1,211,573    100%  $1,545,848    100%
v3.24.3
Organization and Principal Activities (Details) - Schedule of AGM Holdings' Subsidiaries
6 Months Ended
Jun. 30, 2024
AGM Technology Limited (“AGM Technology “) [Member]  
Schedule of AGM Holdings  
Date of Incorporation May 21, 2015
Percentage of Effective Ownership 100.00%
Principal Activities Sale of cryptocurrency mining machines and standardized computing equipment
Place of Incorporation Hong Kong
AGM Tianjin Construction Development Co., Ltd. (“AGM Tianjin”) formerly Shenzhen AnGaoMeng Financial Technology Service Co., Ltd. [Member]  
Schedule of AGM Holdings  
Date of Incorporation Oct. 13, 2015
Percentage of Effective Ownership 100.00%
Principal Activities Holding entity
Place of Incorporation China
Beijing AnGaoMeng Technology Service Co., Ltd. (“AGM Beijing”) [Member]  
Schedule of AGM Holdings  
Date of Incorporation Nov. 13, 2015
Percentage of Effective Ownership 100.00%
Principal Activities Software development and provider
Place of Incorporation China
AGM Software Service LTD (“AGM Software”) [Member]  
Schedule of AGM Holdings  
Date of Incorporation Jun. 14, 2017
Percentage of Effective Ownership 100.00%
Principal Activities Core technology service provider
Place of Incorporation BVI
Nanjing Lucun Semiconductor Co., Ltd. (“Nanjing Lucun”) [Member]  
Schedule of AGM Holdings  
Date of Incorporation Jun. 17, 2021
Percentage of Effective Ownership 100.00%
Principal Activities Sale of cryptocurrency mining machines and standardized computing equipment
Place of Incorporation China
AGM Defi Lab Ptd Limited (“AGM Defi Lab”) [Member]  
Schedule of AGM Holdings  
Date of Incorporation Jul. 30, 2021
Percentage of Effective Ownership 100.00%
Principal Activities Software development and provider
Place of Incorporation Singapore
AGM Defi Tech Limited (“AGM Defi Tech”) [Member]  
Schedule of AGM Holdings  
Date of Incorporation Aug. 08, 2021
Percentage of Effective Ownership 100.00%
Principal Activities Software development and provider
Place of Incorporation Hong Kong
Beijing Keen Sense Technology Service Co., Ltd (“Beijing Keen Sense”) [Member]  
Schedule of AGM Holdings  
Date of Incorporation Oct. 21, 2021
Percentage of Effective Ownership 100.00%
Principal Activities Software development and provider
Place of Incorporation China
AGM Electronic Technology Limited (“AGM HK”) [Member]  
Schedule of AGM Holdings  
Date of Incorporation Jan. 26, 2024
Percentage of Effective Ownership 100.00%
Principal Activities Sale of cryptocurrency mining machines and standardized computing equipment
Place of Incorporation Hong Kong
AGM Canada Holdings Limted (“AGM Canada”) [Member]  
Schedule of AGM Holdings  
Date of Incorporation Apr. 17, 2024
Percentage of Effective Ownership 100.00%
Principal Activities Sale of cryptocurrency mining machines and standardized computing equipment
Place of Incorporation Canada
Beijing Bixin Electronic Technology Co., Ltd (“AGM Bixin”) [Member]  
Schedule of AGM Holdings  
Date of Incorporation Apr. 26, 2024
Percentage of Effective Ownership 100.00%
Principal Activities Software development and provider
Place of Incorporation China
v3.24.3
Summary of Significant Policies (Details)
6 Months Ended 12 Months Ended
Jun. 30, 2024
USD ($)
Jun. 30, 2023
USD ($)
Dec. 31, 2023
USD ($)
Summary of Significant Policies [Line Items]      
Restricted cash   $ 1,573
Estimated life period 10 years    
Advances from customers amount $ 539   3,707,166
Enterprise years 5 years    
Deferred government grant  
Other income  
Income tax percentage 24.00% 26.00%  
Net profit  
Securities, percentage 10.00%    
Statutory surplus percentage 10.00%    
Statutory surplus fund  
Hong Kong [Member]      
Summary of Significant Policies [Line Items]      
Income tax percentage 8.25%    
Net profit $ 2,000,000    
Discontinued Operations [Member]      
Summary of Significant Policies [Line Items]      
Advances from customers amount 16,357,806   26,424,582
Deferred government grant 74,937   97,137
Other income 20,084 $ 20,594  
Continuing Operations [Member]      
Summary of Significant Policies [Line Items]      
Restricted cash  
AGM Technology, and AGM Defi Tech [Member] | Hong Kong [Member]      
Summary of Significant Policies [Line Items]      
Income tax percentage 16.50%    
PRC Companies [Member]      
Summary of Significant Policies [Line Items]      
Statutory surplus percentage 50.00%    
Cash [Member]      
Summary of Significant Policies [Line Items]      
Restricted cash $ 1,573  
RMB [Member]      
Summary of Significant Policies [Line Items]      
Translated rate 7.1268   7.0827
Average exchange rate 7.1051% 6.9291%  
US [Member]      
Summary of Significant Policies [Line Items]      
Translated rate 1   1
Average exchange rate 1.00%    
v3.24.3
Summary of Significant Policies (Details) - Schedule of Residual Value Rate and Useful Life of Property and Equipment
Jun. 30, 2024
Electronic Equipment [Member]  
Property, Plant and Equipment [Line Items]  
Residual value rate 5.00%
Useful life 3 years
Leasehold improvement 5.00%
Office Equipment [Member]  
Property, Plant and Equipment [Line Items]  
Residual value rate 5.00%
Useful life 5 years
Leasehold improvement 5.00%
Leasehold improvement [Member]  
Property, Plant and Equipment [Line Items]  
Residual value rate 0.00%
Leasehold improvement 0.00%
Leasehold improvement Shorter of the lease term or the estimated useful life of the assets
v3.24.3
Summary of Significant Policies (Details) - Schedule of Intangible Assets
Jun. 30, 2024
AGM domain name [Member]  
Finite-Lived Intangible Assets [Line Items]  
Residual value rate 0.00%
Useful life 10 years
Software [Member]  
Finite-Lived Intangible Assets [Line Items]  
Residual value rate 0.00%
Useful life 5 years
v3.24.3
Accounts Receivable, Net (Details) - USD ($)
6 Months Ended 12 Months Ended
Jun. 30, 2024
Dec. 31, 2023
Accounts Receivable, Net [Line Items]    
Credit losses from continuing operations $ 7,455,097 $ 7,415,079
Credit losses from discontinued operations $ 4,906,524 $ 0
v3.24.3
Accounts Receivable, Net (Details) - Schedule of Accounts Receivable - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Schedule of Accounts Receivable [Abstract]    
Accounts receivable $ 7,455,097 $ 12,275,650
Allowance for credit losses (7,455,097) (7,415,079)
Accounts receivable, net $ 4,860,571
v3.24.3
Advances to Suppliers, Net (Details) - USD ($)
6 Months Ended
Jun. 30, 2024
Dec. 31, 2023
Continuing Operations [Member]    
Advances to Suppliers, Net [Line Items]    
Provision of advances to suppliers $ 34,796,757 $ 20,048,713
Discontinued Operations [Member]    
Advances to Suppliers, Net [Line Items]    
Provision of advances to suppliers $ 8,306,942 $ 8,556,789
v3.24.3
Advances to Suppliers, Net (Details) - Schedule of Advances to Suppliers - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Schedule of Advances to Suppliers [Abstract]    
Advances to suppliers $ 78,772,548 $ 76,463,466
Provision for impairment (34,796,757) (20,048,713)
Advances to suppliers, net $ 43,975,791 $ 56,414,753
v3.24.3
Inventories (Details) - Schedule of Inventories - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Schedule of Inventories [Abstract]    
Finished goods
v3.24.3
Prepayment and Other Current Assets (Details) - USD ($)
6 Months Ended
Mar. 01, 2023
Jul. 31, 2022
Apr. 30, 2022
Apr. 10, 2022
Jun. 30, 2024
Jun. 30, 2021
Feb. 06, 2024
Dec. 31, 2023
Apr. 09, 2023
Apr. 04, 2023
Prepayment and Other Current Assets [Line Items]                    
Interest income         $ 31,172          
Credit losses of long-age rental deposit [1]         1,155,768     $ 1,155,768    
AGM Group Ltd [Member]                    
Prepayment and Other Current Assets [Line Items]                    
Agreement, amount     $ 900,000              
Working capital                   $ 1,200,000
Outstanding amount         1,350,000          
Muliang Agriculture Limited [Member]                    
Prepayment and Other Current Assets [Line Items]                    
Working capital                 $ 600,000  
Outstanding amount         465,000          
Interest income         8,064          
Northnew Management Limited [Member]                    
Prepayment and Other Current Assets [Line Items]                    
Agreement, amount $ 2,000,000                  
Interest rate percentage 1.00%                  
Working capital             $ 2,300,000      
Outstanding amount         2,295,426          
Interest income         $ 16,963          
Loan Agreement [Member]                    
Prepayment and Other Current Assets [Line Items]                    
Agreement, amount   $ 25,000   $ 280,000   $ 400,000        
Loan Agreement [Member] | AGM Group Ltd [Member]                    
Prepayment and Other Current Assets [Line Items]                    
Interest rate percentage                   1.00%
Loan Agreement [Member] | Muliang Agriculture Limited [Member]                    
Prepayment and Other Current Assets [Line Items]                    
Interest rate percentage       1.00%            
[1] As of June 30, 2024 and December 31, 2023, the Company recorded credit losses of $1,155,768 and $1,155,768 for the long-age deposit, respectively.
v3.24.3
Prepayment and Other Current Assets (Details) - Schedule of Prepayment and Other Current Assets - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Schedule of Prepayment and Other Current Assets [Abstract]    
Loan receivable [1] $ 4,161,309 $ 3,776,608
Prepaid input VAT
Deposits and others 1,136,375 1,155,769
Subtotal 5,297,684 4,932,377
Allowance for credit losses [2] (1,155,768) (1,155,768)
Total prepayment and other current assets $ 4,141,916 $ 3,776,609
[1] In 2021, the Company entered into a loan agreement to lend $400,000 loan to AGM Group Ltd. In April 2022, the Company extended additional $900,000 loan to AGM Group Ltd. at the interest rate of 1% as working capital support and change the amount to $1,200,000 in April 4, 2023. As of June 30, 2024, the outstanding amount of loans to AGM Group Ltd. was $1,350,000, generating interest income of $31,172 On April 10, 2022 and 31 July, 2022, the Company entered into a loan agreement with a third party, Muliang Agriculture Limited, to lend $280,000 and $25,000 at the interest rate of 1% for one year as working capital support. On April 9, 2023, both parties agreed to extend the loan to December 31, 2024 and increased the amount to $600,000. As of June 30, 2024, the outstanding amount of loans to Muliang Agriculture Limited was $465,000, generating interest income of $8,064 On March 1, 2023, the Company entered into a loan agreement with a third party, Northnew Management Limited, to lend $2,000,000 at the interest rate of 1%. On February 6, 2024, both parties agreed to extend the loan to February 28, 2025 and increased the amount to $2,300,000.As of June 30, 2024, the outstanding amount of loans to Northnew Management Limited was $2,295,426, generating interest income of $16,963.
[2] As of June 30, 2024 and December 31, 2023, the Company recorded credit losses of $1,155,768 and $1,155,768 for the long-age deposit, respectively.
v3.24.3
Intangible Assets, Net (Details) - USD ($)
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Intangible Assets, Net [Line Items]    
Amortization expenses $ 5,740 $ 5,740
v3.24.3
Intangible Assets, Net (Details) - Schedule of Intangible Assets, Net - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Schedule of Intangible Assets, Net [Line Items]    
Total intangible assets $ 64,800 $ 64,800
Less: accumulated amortization (26,533) (20,793)
Total intangible assets, net 38,267 44,007
AGM Domain name [Member]    
Schedule of Intangible Assets, Net [Line Items]    
Total intangible assets 14,800 14,800
Software [Member]    
Schedule of Intangible Assets, Net [Line Items]    
Total intangible assets $ 50,000 $ 50,000
v3.24.3
Intangible Assets, Net (Details) - Schedule of Amortization Amount of Intangible Asset
Dec. 31, 2023
USD ($)
Schedule of Amortization Amount of Intangible Asset [Abstract]  
2024 (remaining 6 months) $ 5,740
2025 11,480
2026 11,480
2027 9,567
Total $ 38,267
v3.24.3
Related Party Transactions and Balances (Details) - USD ($)
6 Months Ended
Jun. 30, 2023
Apr. 07, 2022
Jun. 30, 2024
Jan. 01, 2023
Related Party Transactions and Balances [Line Items]        
Borrowing amount       $ 20,000,000
Generating interest expense $ 9,316   $ 4,766  
HongKong Kisen [Member]        
Related Party Transactions and Balances [Line Items]        
Borrowing amount     560,000  
Interest rate percentage   0.10%   0.10%
Working capital support and repaid 3,160,000 $ 2,000,000    
Total amount of loans     9,784,975  
Interest payable     $ 19,994  
Related Party [Member]        
Related Party Transactions and Balances [Line Items]        
Borrowing amount $ 4,384,975      
Related Party [Member] | HongKong Kisen [Member]        
Related Party Transactions and Balances [Line Items]        
Borrowing amount   $ 10,000,000    
v3.24.3
Related Party Transactions and Balances (Details) - Schedule of Related Parties
6 Months Ended
Jun. 30, 2024
HongKong Kisen Co., Limited [Member]  
Schedule of Related Parties [Line Items]  
Nature of Relationship Company ultimately controlled by Chief Strategy Officer (“CSO”)
v3.24.3
Related Party Transactions and Balances (Details) - Schedule of Operations Through Proceeds Borrowed From Related Parties
6 Months Ended
Jun. 30, 2024
USD ($)
Related Party Transaction [Line Items]  
Due to related parties, beginning $ 9,240,203
Received 560,000
Repayment
Interest Expenses 4,766
Exchange Rate Translation
Due to related parties, ending 9,804,969
HongKong Kisen [Member]  
Related Party Transaction [Line Items]  
Due to related parties, beginning 9,240,203 [1]
Received 560,000 [1]
Repayment [1]
Interest Expenses 4,766 [1]
Exchange Rate Translation [1]
Due to related parties, ending $ 9,804,969
[1] On April 7, 2022, the Company entered into a loan agreement with HongKong Kisen to borrow $10,000,000 at the interest rate of 0.1% for 10 months as working capital support and repaid $2,000,000 to HongKong Kisen in advance in 2022.
v3.24.3
Shareholders’ Equity (Details) - USD ($)
1 Months Ended 6 Months Ended 12 Months Ended
Dec. 14, 2021
Aug. 31, 2021
Jun. 30, 2024
Dec. 31, 2023
Dec. 31, 2022
Shareholders Equity [Line Items]          
Deposited, escrow agent (in Dollars)     $ 500,000    
Deducting charge fee (in Dollars)         $ 492,490
Exercise price (in Dollars per share)     $ 8.3    
Purchase price (in Dollars per share) $ 6.9        
Aggregate of warrants     1,652,175  
Fair value of warrants (in Dollars)     $ 12,200,000    
Warrants outstanding     1,652,175 1,652,175  
Warrant [Member]          
Shareholders Equity [Line Items]          
Ordinary shares, issued 1        
Aggregate warrants (in Dollars) $ 1,449,276        
Contractual lives 3 years 6 months        
Exercise price (in Dollars per share) $ 8.3        
Placement Agent [Member]          
Shareholders Equity [Line Items]          
Contractual lives     3 years 6 months    
Exercise price (in Dollars per share)     $ 8.3    
Aggregate of warrants     202,899    
Class A Ordinary Shares [Member]          
Shareholders Equity [Line Items]          
Investors shares 2,898,552        
Ordinary shares, issued     24,254,842 24,254,842  
Ordinary shares, outstanding     24,254,842 24,254,842  
Contractual lives     11 months 12 days 1 year 5 months 12 days  
Class A Ordinary Shares [Member] | Firebull Holding Limited [Member]          
Shareholders Equity [Line Items]          
Shares issued   5,000,000      
Class A Ordinary Shares [Member] | Firebull Tech Limited [Member]          
Shareholders Equity [Line Items]          
Shares issued   5,000,000      
Class A Ordinary Shares [Member] | Warrant [Member]          
Shareholders Equity [Line Items]          
Shares issued     1,652,175 1,652,175  
Class B Ordinary Shares [Member]          
Shareholders Equity [Line Items]          
Shares issued   5,000,000      
Ordinary shares, issued     2,100,000 2,100,000  
Ordinary shares, outstanding     2,100,000 2,100,000  
Class B Ordinary Shares [Member] | Firebull Holding Limited [Member]          
Shareholders Equity [Line Items]          
Shares issued   5,000,000      
v3.24.3
Shareholders’ Equity (Details) - Schedule of Fair Value of Net Proceeds
Dec. 31, 2021
Annual dividend yield [Member]  
Schedule of Fair Value of Net Proceeds [Line Items]  
Fair value of the warrants
Expected life (years) [Member]  
Schedule of Fair Value of Net Proceeds [Line Items]  
Fair value of the warrants 3.5
Risk-free interest rate [Member]  
Schedule of Fair Value of Net Proceeds [Line Items]  
Fair value of the warrants 1.01
Expected volatility [Member]  
Schedule of Fair Value of Net Proceeds [Line Items]  
Fair value of the warrants 152.16
v3.24.3
Shareholders’ Equity (Details) - Schedule of Warrants Outstanding and Exercisable - $ / shares
6 Months Ended 12 Months Ended
Jun. 30, 2024
Dec. 31, 2023
Schedule of Warrants Outstanding and Exercisable [Abstract]    
Warrants, Warrants outstanding, beginning 1,652,175
Weighted Average Exercise Price, Warrants outstanding, beginning $ 8.3
Warrants, Issued 1,652,175
Weighted Average Exercise Price, Issued $ 8.3
Warrants, Exercised
Weighted Average Exercise Price, Exercised
Warrants, Expired
Weighted Average Exercise Price, Expired
Warrants, Warrants outstanding, ending 1,652,175 1,652,175
Weighted Average Exercise Price, Warrants outstanding, ending $ 8.3 $ 8.3
Warrants, Warrants exercisable 1,652,175  
Weighted Average Exercise Price, Warrants exercisable $ 8.3  
v3.24.3
Restricted Net Assets (Details) - USD ($)
6 Months Ended
Jun. 30, 2024
Dec. 31, 2023
Restricted Net Assets [Abstract]    
Annual after-tax profit percentage 10.00%  
Registered capital percentage 50.00%  
Net assets restricted $ 335,696 $ 335,696
v3.24.3
Discontinued Operation (Details) - Schedule of Assets and Liabilities from Discontinued Operations - USD ($)
Jun. 30, 2024
Dec. 31, 2023
CURRENT ASSETS:    
Cash and cash equivalents $ 22,191 $ 54,058
Restricted cash 1,573
Accounts receivable, net 96,537
Inventories   5,502,404
Advances to suppliers, net 6,477,049 14,888,691
Prepayment and other current assets, net 278,254 74,638
Total current assets 6,874,031 20,521,364
NON - CURRENT ASSETS:    
Property and equipment, net 237,376 379,678
Intangible assets, net
Operating lease right-of-use assets 99,719 270,248
Deferred tax assets 3,289,820 2,578,256
Total non - current assets 3,626,915 3,228,182
TOTAL ASSETS 10,500,946 23,749,546
CURRENT LIABILITIES:    
Accounts payable 1,741,791 1,902,320
Accrued expenses and other payables 2,624,596 1,057,005
Advances from customers 16,357,806 26,424,582
Due to related parties 4,543 187,129
Deferred government grant, current 38,229 37,610
Operating lease liabilities, current 8,819 79,736
Income tax payable 665,623 670,481
Total current liabilities 21,441,407 30,358,863
NON - CURRENT LIABILITIES:    
Operating lease liabilities, non-current 73,596
Deferred government grant, non-current 36,708 59,527
Total non - current liabilities 36,708 133,123
TOTAL LIABILITIES $ 21,478,115 $ 30,491,986
v3.24.3
Discontinued Operation (Details) - Schedule of Revenues and Income from Discontinued Operations - USD ($)
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Schedule of Revenues and Income from Discontinued Operations [Abstract]    
Net revenues $ 23,287,088 $ 4,851,551
Cost of revenues (22,785,394) (4,621,665)
Gross profit 501,694 229,886
Operating expenses 5,582,294 969,378
Other income/(expenses).net 48,541 16,562
Loss before income tax (5,032,059) (722,930)
Income tax expense 729,740 180,733
Loss from discontinued operation, net of income tax $ (4,302,319) $ (542,197)
v3.24.3
Income Tax (Details) - USD ($)
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Income Tax [Line Items]      
Percentage of statutory tax rate 25.00% 25.00%  
Net profit (in Dollars) $ 37,766 $ 8,378  
Taxable operating losses carried forward 5 years    
Income tax rate 24.00% 26.00%  
Deferred tax assets, net (in Dollars) $ 10,859,094   $ 7,156,011
Valuation allowance (in Dollars) $ 1,286  
Inland Revenue, Singapore (IRAS) [Member]      
Income Tax [Line Items]      
Tax rate 10.00%    
State Administration of Taxation, China [Member]      
Income Tax [Line Items]      
Income tax rate 25.00%    
Hong Kong [Member]      
Income Tax [Line Items]      
Percentage of statutory tax rate 8.25%    
Net profit (in Dollars) $ 2,569 $ 1,934  
Income tax rate 8.25%    
Hong Kong [Member] | AGM Technology, and AGM Defi Tech [Member]      
Income Tax [Line Items]      
Percentage of statutory tax rate 16.50%    
Net profit (in Dollars) $ 2,000,000    
Income tax rate 16.50%    
China [Member]      
Income Tax [Line Items]      
Percentage of statutory tax rate 25.00%    
Net profit (in Dollars) $ 28,757  
Tax rate 10.00%    
China [Member] | State Administration of Taxation, China [Member]      
Income Tax [Line Items]      
Uniform tax rate 25.00%    
v3.24.3
Income Tax (Details) - Schedule of Provision for Income Taxes - USD ($)
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Schedule of Provision for Income Taxes [Abstract]    
Current $ (307,348) $ (254,549)
Deferred 3,703,105 (5,486,218)
Total $ 3,395,757 $ (5,740,767)
v3.24.3
Income Tax (Details) - Schedule of Reconciliations of the Statutory Income Tax Rate and the Company's Effective Income Tax Rate
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Schedule of Reconciliations of the Statutory Income Tax Rate and the Company    
Statutory income tax rate 25.00% 25.00%
Tax effect of different tax rates in other jurisdictions (1.00%) 1.00%
Tax effect of non-deductible expenses 0.00% 0.00%
Changes in valuation allowance 0.00% 0.00%
Effective tax rate 24.00% 26.00%
v3.24.3
Income Tax (Details) - Schedule of Cumulative Net Operating Losses Carried Forward - USD ($)
Jun. 30, 2024
Jun. 30, 2023
Schedule of Cumulative Net Operating Losses Carried Forward [Line Items]    
Total cumulative net operating loss carry-forward $ 37,766 $ 8,378
PRC Region [Member]    
Schedule of Cumulative Net Operating Losses Carried Forward [Line Items]    
Total cumulative net operating loss carry-forward 28,757
HK Region [Member]    
Schedule of Cumulative Net Operating Losses Carried Forward [Line Items]    
Total cumulative net operating loss carry-forward 2,569 1,934
Singapore Region [Member]    
Schedule of Cumulative Net Operating Losses Carried Forward [Line Items]    
Total cumulative net operating loss carry-forward $ 6,440 $ 6,444
v3.24.3
Income Tax (Details) - Schedule of Net Deferred Tax Assets - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Deferred tax assets:    
Net operating loss carry-forwards $ 8,476 $ 1,121
Allowance for credit losses 2,152,715 2,142,711
Provision of advances to suppliers 8,699,189 5,012,179
Lease liability
Total of deferred tax assets 10,860,380 7,156,011
Less: valuation allowance (1,286)
Net deferred tax assets 10,859,094 7,156,011
Defer tax liabilities:    
Right-of-use assets
Total deferred tax liabilities
Deferred tax assets, net $ 10,859,094 $ 7,156,011
v3.24.3
Income Tax (Details) - Schedule of Unrecognized Tax Positions - USD ($)
6 Months Ended
Jun. 30, 2024
Dec. 31, 2023
Schedule of Unrecognized Tax Positions Related to the Company’s Uncertain Tax Positions [Abstract]    
Gross beginning balance $ 6,961,166 $ 6,567,028
Gross increase to tax positions in the current period 307,348 394,138
Gross ending balance $ 7,268,514 $ 6,961,166
v3.24.3
Concentrations of Credit Risk and Major Customers (Details)
6 Months Ended
Jun. 30, 2024
USD ($)
Jun. 30, 2023
USD ($)
Jun. 30, 2024
CNY (¥)
Dec. 31, 2023
USD ($)
Concentrations of Credit Risk and Major Customers [Line Items]        
Cash balance (in Dollars) $ 1,211,573 $ 3,469,558   $ 1,544,275
China [Member]        
Concentrations of Credit Risk and Major Customers [Line Items]        
Cash balance (in Dollars) 55     400
Insured bank account 70,000   ¥ 500,000  
Not insured amount (in Dollars)    
Continuing Operations [Member]        
Concentrations of Credit Risk and Major Customers [Line Items]        
Total future lease payment (in Dollars) 0      
Discontinued Operations [Member]        
Concentrations of Credit Risk and Major Customers [Line Items]        
Total future lease payment (in Dollars) $ 8,840      
Suppliers One [Member] | Customer Concentration Risk [Member] | Cost of Revenues [Member]        
Concentrations of Credit Risk and Major Customers [Line Items]        
Concentration risk, percentage   32.00%    
Suppliers One [Member] | Supplier Concentration Risk [Member] | Cost of Revenues [Member]        
Concentrations of Credit Risk and Major Customers [Line Items]        
Concentration risk, percentage 100.00%      
Suppliers Two [Member] | Customer Concentration Risk [Member] | Cost of Revenues [Member]        
Concentrations of Credit Risk and Major Customers [Line Items]        
Concentration risk, percentage   30.00%    
Suppliers Three [Member] | Customer Concentration Risk [Member] | Cost of Revenues [Member]        
Concentrations of Credit Risk and Major Customers [Line Items]        
Concentration risk, percentage   23.00%    
Customers One [Member] | Customer Concentration Risk [Member] | Revenue [Member]        
Concentrations of Credit Risk and Major Customers [Line Items]        
Concentration risk, percentage 99.00% 39.00%    
Customers Two [Member] | Customer Concentration Risk [Member] | Revenue [Member]        
Concentrations of Credit Risk and Major Customers [Line Items]        
Concentration risk, percentage   23.00%    
Customer Three [Member] | Customer Concentration Risk [Member] | Revenue [Member]        
Concentrations of Credit Risk and Major Customers [Line Items]        
Concentration risk, percentage   21.00%    
v3.24.3
Concentrations of Credit Risk and Major Customers (Details) - Schedule of Geographic Area - Geographic Concentration Risk [Member] - Cash and Cash Equivalents [Member] - USD ($)
6 Months Ended
Jun. 30, 2024
Dec. 31, 2023
Country:    
Total cash and cash equivalents, and restricted cash $ 1,211,573 $ 1,545,848
Total cash and cash equivalents, and restricted cash, percentage 100.00% 100.00%
Singapore [Member]    
Country:    
Total cash and cash equivalents, and restricted cash $ 234,823 $ 234,897
Total cash and cash equivalents, and restricted cash, percentage 19.00% 15.00%
China (Hongkong) [Member]    
Country:    
Total cash and cash equivalents, and restricted cash $ 976,695 $ 1,310,551
Total cash and cash equivalents, and restricted cash, percentage 81.00% 85.00%
China (Mainland) [Member]    
Country:    
Total cash and cash equivalents, and restricted cash $ 55 $ 400
v3.24.3
Subsequent Events (Details) - $ / shares
Jun. 30, 2024
Dec. 31, 2023
Subsequent Events [Line Items]    
Par value $ 0.001  
Class A Ordinary Shares [Member]    
Subsequent Events [Line Items]    
Authorized shares 200,000,000 200,000,000
Par value $ 0.001 $ 0.001
Class B Ordinary Shares [Member]    
Subsequent Events [Line Items]    
Authorized shares 200,000,000 200,000,000
Par value $ 0.001 $ 0.001
Maximum [Member]    
Subsequent Events [Line Items]    
Authorized shares 400,000,000  

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