BEIJING, Dec. 15, 2021 /PRNewswire/ -- AGM Group Holdings
Inc. ("AGMH" or the "Company") (NASDAQ: AGMH), an integrated
technology company focusing on providing fintech software services
and producing high-performance hardware and computing equipment,
today announced the closing of its previously announced registered
direct offering and concurrent private placement with certain
investors, raising approximately US$20
million in gross proceeds, before deducting placement agent
fees and other estimated offering expenses.
The offering consists of the sale of 2,898,552 Class A ordinary
shares in a registered direct offering. 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
(the "Securities Act"), for each Class A ordinary share purchased,
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 $8.30. The
purchase price for one ordinary share and one-half corresponding
warrant is $6.90.
The Company plans to use the net proceeds from the offering
primarily for technology hardware operations such as research and
development, equipment sourcing, and premium talent recruitment,
with the remainder for fintech business operations, general working
capital, and other general corporate purposes.
FT Global Capital, Inc. acted as the exclusive placement
agent for this offering.
Ortoli Rosenstadt LLP served as counsel to the Company, and
Morgan, Lewis & Bockius LLP served as counsel to FT Global
Capital, Inc. in connection with the offering.
Mr. Chenjun Li, Co-Chief Executive Officer of AGMH, commented,
"We are very delighted to have brought in new investors to fund our
growth as we work to become a key supplier and contributor in the
global blockchain ecosystem. We believe the additional capital will
empower us in establishing our leading position in crypto mining
and enhance our competitive strengths in blockchain and
fintech."
The offering of the Class A ordinary shares described above (but
not the warrants or the Class A ordinary shares underlying the
warrants) was 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 was
made only by means of a prospectus supplement and accompanying
prospectus. A prospectus supplement and the accompanying prospectus
relating to and describing the terms of the registered direct
offering were filed with the SEC on December
13, 2021. Copies of the prospectus supplement and the
accompanying prospectus relating to the registered direct offering
may be obtained at 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 and were 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.
This press release does not constitute an offer to sell or
the solicitation of an offer to buy, nor will there be any sales of
these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such
jurisdiction.
About AGM Group Holdings Inc.
Incorporated in April 2015 and
headquartered in Beijing, China,
AGM Group Holdings Inc. (NASDAQ: AGMH) is an integrated technology
company focusing on providing fintech software services and
producing high-performance hardware and computing equipment. AGMH's
mission is to become one of the key participants and contributors
in the global fintech and blockchain ecosystem. For more
information, please visit www.agmprime.com.
Forward Looking Statements
This news release contains "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, and as defined in the U.S. Private Securities Litigation
Reform Act of 1995. These forward-looking statements can be
identified by terminology such as "will," "expects," "anticipates,"
"future," "intends," "plans," "believes," "estimates" and similar
statements. All statements other than statements of historical fact
in this press release are forward-looking statements and involve
certain risks and uncertainties that could cause actual results to
differ materially from those in the forward-looking statements.
These forward-looking statements are based on management's current
expectations, assumptions, estimates and projections about the
Company and the industry in which the Company operates, but involve
a number of unknown risks and uncertainties, Further information
regarding these and other risks is included in the Company's
filings with the U.S. Securities and Exchange Commission. The
Company undertakes no obligation to update forward-looking
statements to reflect subsequent occurring events or circumstances,
or changes in its expectations, except as may be required by law.
Although the Company believes that the expectations expressed in
these forward-looking statements are reasonable, it cannot assure
you that such expectations will turn out to be correct, and actual
results may differ materially from the anticipated results. You are
urged to consider these factors carefully in evaluating the
forward-looking statements contained herein and are cautioned not
to place undue reliance on such forward-looking statements, which
are qualified in their entirety by these cautionary statements.
For more information, please contact:
In China:
At the Company:
Email: ir@agmprime.com
Email: tracy.gao@agmprime.com
The Blueshirt Group
Ms. Feifei Shen
Phone: +86 13466566136
Email: feifei@blueshirtgroup.com
The Blueshirt Group
Ms. Suwen Feng
Phone: +86 139-1711-0134
Email: suwen@blueshirtgroup.com
In the United States:
The Blueshirt Group
Ms. Julia Qian
Phone: +1 973-619-3227
Email: Julia@blueshirtgroup.com
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SOURCE AGM Group Holdings Inc.