AGM Group Holdings Inc. an integrated technology company focusing on providing fintech software services and producing high-performance hardware and computing equipment, today announced that it has entered into a securities purchase agreement with certain institutional investors for a registered direct offering of $20 million of its Class A ordinary shares, before payment of commissions and expenses.

The closing of the offering is expected to take place on or about December 14, 2021, subject to the satisfaction of customary closing conditions.

The offering consists of the sale of 2,898,552 Class A ordinary shares in a registered direct offering, at a purchase price of $6.90 per Class A ordinary share. Concurrently in a private placement with the same investors pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended, for each Class A ordinary share purchased by an investor, an investor will receive from the Company one-half unregistered warrant, for an aggregate of number of 1,449,276 warrants. The 3.5-year warrants will be exercisable immediately from the date of issuance and have an exercise price of $8.30. The purchase price for one ordinary share and one-half corresponding warrant is $6.90.

FT Global Capital, Inc. is acting as the exclusive placement agent for this offering.

The offering of the Class A ordinary shares described above (but not the warrants or the Class A ordinary shares underlying the warrants) is being made pursuant to an effective “shelf” registration statement on Form F-3 (File No. 333-236897), previously filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 5, 2020, and declared effective on May 28, 2020. The offering will be made only by means of a prospectus supplement and accompanying prospectus. A final prospectus supplement and accompanying prospectus related to the offering will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov. The warrants being offered in the concurrent private placement, along with the underlying Class A ordinary shares, have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and are being offered and sold pursuant to an exemption from the registration requirements of Section 5 of the Securities Act contained in Section 4(a)(2) thereof and/or Regulation D promulgated thereunder.

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