AGM Group Holdings Inc. Announces Closing of $5.4 Million Offering

Rhea-AI Summary

AGM Group Holdings (NASDAQ: AGMH) has announced the closing of a $5.4 million offering consisting of 16,390,000 Class A ordinary shares and accompanying warrants. The offering was priced at $0.33 per share with warrants to purchase an additional 16,390,000 Class A ordinary shares.

The warrants will be valid for five years from issuance, exercisable immediately at $0.33 per share, subject to a one-time reset adjustment and floor price. Alternatively, warrant holders can exercise on a cashless basis, exchanging each warrant for 1.2 Class A ordinary shares.

The offering closed on March 4, 2025, with Maxim Group serving as the sole placement agent. The securities were offered through a Form F-1 registration statement declared effective by the SEC on February 28, 2025.

Positive

• Secured $5.4 million in new capital funding
• Warrant exercise could provide additional future funding

Negative

• Significant shareholder dilution from 16.39M new shares
• Low offering price of $0.33 per share indicates weak market position
• Additional dilution possible from warrant exercises

Insights

Financial Analyst

AGM Group's completion of a $5.4 million offering represents a significant capital infusion for a company with a pre-announcement market cap of only $3.2 million. The deal's structure includes 16.39 million Class A ordinary shares and an equal number of five-year warrants, both priced at $0.33.

The most striking aspect of this transaction is the 314% premium to the current share price of $0.105 - a highly unusual circumstance in secondary offerings, which typically price at discounts. This suggests either special circumstances with the investors or reflects significant market revaluation since the offering was priced.

The dilutive impact cannot be overstated. The 16.39 million new shares represent substantial dilution to existing shareholders, and the potential exercise of all warrants (with a 1.2x cashless exercise option) could more than double the company's outstanding shares. The warrant's one-time reset provision adds further uncertainty regarding ultimate dilution.

While this capital infusion provides AGM with financial flexibility to potentially expand its high-performance computing hardware business, the absence of any specific use of proceeds in the announcement creates a strategic information gap. Investors are left without visibility into how management plans to deploy this capital to generate shareholder value.

The transaction does strengthen AGM's balance sheet in the near term, providing operational runway. However, the significant dilution and lack of strategic context create substantial uncertainty about the long-term value proposition for existing shareholders.

Beijing, March 04, 2025 (GLOBE NEWSWIRE) -- AGM Group Holdings Inc. (“AGM Holdings” or the “Company”) (NASDAQ: AGMH), an integrated technology company specializing in the assembling and sales of high-performance hardware and computing equipment, today announced the closing of its offering of 16,390,000 Class A ordinary shares and accompanying warrants to purchase up to an aggregate of 16,390,000 Class A ordinary shares at a combined offering price of $0.33. The warrants will expire on the fifth anniversary from the date of issuance, will be exercisable immediately at an initial exercise price of $0.33 per share, subject to adjustment upon a one-time reset on the Reset Date (as described in the warrants), and subject to a floor price described therein. The warrants may also be exercised on an alternative cashless basis pursuant to which the holder may exchange each warrant for 1.2 Class A ordinary shares.

Gross proceeds to the Company, before deducting placement agent's fees and other offering expenses, were approximately $5.4 million. The offering was closed on March 4, 2025.

Maxim Group LLC acted as sole placement agent in connection with the offering.

The securities above were offered pursuant to a registration statement on Form F-1, as amended, (File No. 333-282420) which was declared effective by the Securities and Exchange Commission (the "SEC") on February 28, 2025. The offering was made only by means of a prospectus forming part of the effective registration statement. Electronic copies of the prospectus relating to this offering, when available, may also be obtained from Maxim Group LLC, 300 Park Avenue, 16th Floor, New York, New York 10022, Attention: Syndicate Department, by telephone at (212) 895-3745 or by email at syndicate@maximgrp.com. In addition, copies of the final prospectus relating to the Offering may be obtained via the SEC's website at www.sec.gov.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About AGM Group Holdings Inc.

AGM Group Holdings Inc. (NASDAQ: AGMH) is an integrated technology company specializing in the assembling and sales of high-performance hardware and computing equipment. With a mission to become a key participant and contributor in the global blockchain ecosystem, AGMH focuses on the research and development of blockchain-oriented Application-Specific Integrated Circuit (ASIC) chips, the assembling and sales of high-end crypto miners for Bitcoin and other cryptocurrencies. For more information, please visit www.agmprime.com.

Forward-Looking Statements

Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company's current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as "approximates," "assesses," "believes," "hopes," "expects," "anticipates," "estimates," "projects," "intends," "plans," "will," "would," "should," "could," "may" or similar expressions. The Company undertakes no obligation to update or revise publicly any 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 the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company's registration statement and other filings with the U.S. Securities and Exchange Commission.

For more information, please contact:

AGM Group Holdings Inc.
Email: ir@agmprime.com
Website: http://www.agmprime.com

Ascent Investor Relations LLC
Tina Xiao
President
Phone: +1-646-932-7242
Email: investors@ascent-ir.com

FAQ

What is the size and price of AGM Group Holdings (AGMH) latest share offering?

AGMH's offering consists of 16,390,000 Class A ordinary shares priced at $0.33 per share, raising $5.4 million in gross proceeds.

What are the key terms of AGMH's warrants issued in March 2025?

The warrants expire in 5 years, are exercisable at $0.33 per share with a one-time reset option, and can be alternatively exercised for 1.2 shares on a cashless basis.

When did AGMH's $5.4 million securities offering close?

The offering closed on March 4, 2025.

Who was the placement agent for AGMH's March 2025 offering?

Maxim Group acted as the sole placement agent for the offering.