S-8

As filed with the Securities and Exchange Commission on April 30, 2024

Registration No. 333-          

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER
THE SECURITIES ACT OF 1933

AGM GROUP HOLDINGS INC.

(Exact Name of Registrant as Specified in its Charter)

British Virgin Islands	N/A
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

c/o Creative Consultants (Hong Kong) Limited Room 1502-3 15/F., Connuaght Commercial Building, 185 Wanchai Road
Wanchai, Hong Kong	N/A
(Address of Principal Executive Offices)	(Zip Code)

2024 Equity Incentive Plan

(Full Title of the Plan)

Cogency Global Inc.

122 East 42^nd Street, 18^th Floor

New York, New York 10168

(Name and Address of Agent for Service)

800-221-0102

(Telephone Number, Including Area Code, of Agent for Service)

Copy To:

William S. Rosenstadt, Esq.

Mengyi “Jason” Ye, Esq.
Yarona L. Yieh, Esq.
Ortoli Rosenstadt LLP
366 Madison Avenue, 3rd Floor
New York, NY 10017
Tel: +1-212-588-0022

Fax: +1-212-826-9307

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

This registration statement (this “Registration Statement”) is filed by AGM Group Holdings Inc., a British Virgin Islands Business Company registered in the British Virgin Islands with company number 1871545 (the “Registrant”) to register securities issuable pursuant to the AGM Group Holdings Inc. 2024 Equity Incentive Plan (as amended and restated, “the 2024 Equity Incentive Plan”). The securities registered hereby consist of 3,750,000 Class A Ordinary Shares, US$0.001 par value per share of the Registrant, which represent the number of Class A Ordinary Shares that were authorized under the 2024 Equity Incentive Plan. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of additional shares which may be offered and issued to prevent dilution from share splits, share dividends or similar transactions as provided in the 2024 Equity Incentive Plan. Any Class A Ordinary Shares covered by an award granted under the 2024 Equity Incentive Plan (or portion of an award) that terminates, expires, lapses or repurchased for any reason will be deemed not to have been issued for purposes of determining the maximum aggregate number of Class A Ordinary Shares that may be issued under the 2024 Equity Incentive Plan.

PART I

INFORMATION REQUIRED IN THE 10(A) PROSPECTUS

Item 1. Plan Information*

Item 2. Registrant Information and Employee Plan Annual Information*

* The documents containing the information specified in “Item 1. Plan Information” and “Item 2. Registrant Information and Employee Plan Annual Information” of Form S-8 will be sent or given to participants of the 2024 Equity Incentive Plan, as specified by Rule 428(b)(1) under the Securities Act. Such documents are not required to be, and are not, filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, and all documents we subsequently file pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and shall be deemed to be a part hereof from the date of the filing of such documents:

(1) our Annual Report on Form 20-F for the fiscal year ended December 31, 2022, filed with the Commission on November 13, 2023;

(2) our Reports on Form 6-K, filed with the Commission on November 14, 2023, December 13, 2023, December 27, 2023, March 27, 2024 and April 30, 2024

(3) The description of our ordinary shares incorporated by reference in our registration statement on Form 8-A, as amended (File No. 001-38309) filed with the Commission on November 29, 2017, including any amendment and report subsequently filed for the purpose of updating that description; and

(4) all reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the report referred to in (1) above.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold, or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or deemed to be incorporated by reference herein modifies or supersedes such statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

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Item 6. Indemnification of Directors and Officers.

British Virgin Islands law allows the Company to indemnify any current or former director against any expense, judgment, fine or amount paid in settlement and reasonably incurred in connection with any legal, administrative or investigative proceedings brought against a director as a result of the director serving as a director of the Company if:

(1)	the director acted honestly and in good faith and in what the director believed to be in the best interests of the Company; and
(2)	(in the case of criminal proceedings) the director had no reasonable cause to believe that the director's conduct was unlawful, save that any indemnity that breaches British Virgin Islands law is void.

Our Amended and Restated Memorandum and Articles of Association provide that the Company shall indemnify its directors against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings of any director who:

(1) is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director of the Company; or

(2) is or was, at the request of the Company, serving as a director of, or in any other capacity is or was acting for, another body corporate or a partnership, joint venture, trust or other enterprise, save that this indemnity only applies if the director acted honestly and in good faith with a view to the best interests of the Company and, in the case of criminal proceedings, the director had no reasonable cause to believe that their conduct was unlawful.

In addition, we have entered into indemnification agreements with our prior directors and executive officers that provide such persons with additional indemnification beyond that provided in our Amended and Restated Memorandum and Articles of Association.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Reference is hereby made to the Exhibit Index, which is incorporated herein by reference.

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Item 9. Undertakings.

A. The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(a) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(b) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and

(c) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (1)(a) and (1)(b) above do not apply if the information required to be included in a post- effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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EXHIBIT INDEX

Exhibit No.	Description
4.1	Amended and Restated Memorandum and Articles of Association of AGM Group Holdings Inc. (incorporated by reference to Exhibit 3.2 to our registration statement on Form F-1 filed on May 15, 2017 and incorporated by reference herein
5.1	Opinion of Mourant Ozannes (filed herewith)
10.1	2024 Equity Incentive Plan of AGM Group Holdings Inc. (incorporated by reference to Exhibit 99.1 to the report on Form 6-K filed with the SEC on April 30, 2024)
23.1	Consent of Mourant Ozannes (included in Exhibit 5.1)
23.2	Consent of JLKZ CPA LLP (filed herewith)
23.3	Consent of TPS Thayer LLC (filed herewith)
23.4	Consent of KCCW Accountancy Corp. (filed herewith)
107	Filing Fee Table (filed herewith)

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in China, on April 30, 2024.

AGM GROUP HOLDINGS INC.
By:	/s/ Bo Zhu
Name:	Bo Zhu
Title:	Chief Executive Officer

Signature	Title	Date
/s/ Bo Zhu	Chief Executive Officer, Chief Strategy Officer	April 30, 2024
Bo Zhu	and a director (Principal Executive Officer and Principal Financial and Accounting Officer)
/s/ Jialin Liu	Director	April 30, 2024
Jialin Liu
/s/ Jiaqi Zhu	Director	April 30, 2024
Jiaqi Zhu
/s/ Fangjie Wang	Director	April 30, 2024
Fangjie Wang

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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of AGM Group Holdings Inc., has signed this registration statement or amendment thereto in New York, NY on April 30, 2024.

Authorized U.S. Representative Cogency Global Inc.
By:	/s/ Colleen A. De Vries
	Name: Colleen A. De Vries
	Title: Senior Vice President

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EX-5.1

Exhibit 5.1

      Mourant Ozannes, BVI 5th Floor Waters Edge Building Wickham's Cay II PO Box 857 Road Town, Tortola British Virgin Islands T +1 284 852 1700 F +1 284 852 1799

AGM Group Holdings Inc. (NASDAQ: AGMH)

OMC Chambers

Wickhams Cay 1

Road Town, Tortola

VG1110, British Virgin Islands

30 April 2024

Our ref: 8067364/90217033/2

Dear Sirs

AGM Group Holdings Inc. (the Company)

We have acted as the Company's British Virgin Islands legal advisers in connection with its registration statement on Form S-8 (the Registration Statement) which has been filed with the U.S. Securities and Exchange Commission (the SEC) on 30 April 2024 under the U.S. Securities Act of 1933 (as amended) (the Securities Act) in connection with proposed issuance of the Class A Shares (defined below) pursuant to the 2024 Share Plan (defined below).

We are providing this opinion as Exhibit 5.1 to the Registration Statement.

1. Documents, searches and definitions

1.1 We have reviewed a copy of each of the following documents for the purposes of this opinion:

(a) the Registration Statement (Form S-8);

(b) the 2024 equity incentive plan of the Company approved and adopted by the Director Resolutions (2024 Share Plan);

(c) the Company's certificate of incorporation (the Certificate of Incorporation) and memorandum and articles of association (the M&A) obtained from the Company Search (defined below);

(d) a copy of the Company's register of directors (the Register of Directors) which was affixed to the Registered Agent's Certificate;

(e) a copy of the Company's shareholder list (the Register of Members) that was provided to us by Ortoli Rosenstadt LLP on 15 April 2024;

(f) the resolutions in writing of the directors of the Company passed on 30 April 2024 (the Director Resolutions);

(g) a certificate of the Company's registered agent dated 17 April 2024 (the Registered Agent's Certificate); and

(h) a certificate of good standing for the Company dated 30 April 2024 (the Certificate of Good Standing) issued by the Registrar (defined below).

1.2 We have carried out the following searches (together, the Searches) in relation to the Company:

(a) a search of the records maintained by the Registrar that were on file and available for public inspection at 9am on 30 April 2024 (the Company Search); and

(b) a search of the records of proceedings in the BVI Courts (defined below) available for public inspection contained in the judicial enforcement management system (the electronic register of proceedings) maintained at the registry of the High Court of Justice of the Virgin Islands (the High Court) at 9am on 30 April 2024 (the High Court Search).

1.3 In this opinion:

(a) agreement includes an agreement, deed or other instrument;

(b) BVI means the territory of the British Virgin Islands;

(c) BVI Courts means the Eastern Caribbean Supreme Court, Court of Appeal (Virgin Islands) and the High Court (Civil and Commercial Divisions), and BVI Court means any of them;

(d) Class A Shares means up to 3,750,000 Class A Ordinary Shares with a par value of US$0.001 each in the Company and Class A Share means any of them;

(e) Companies Act means the BVI Business Companies Act, 2004 (as amended);

(f) Company Records means the M&A, the Certificate of Incorporation, the Register of Directors, the Register of Members, the Certificate of Good Standing and the Registered Agent's Certificate;

(g) Documents means the Registration Statement and the 2024 Share Plan, and Document means either of them;

(h) execute and its other grammatical forms mean (unless the context requires otherwise) that a document has been signed, dated and unconditionally delivered;

(i) Insolvency Act means the Insolvency Act, 2003 (as amended);

(j) non-assessable means, in relation to a Class A Ordinary Shares, that the purchase price for which the Company agreed to issue that Class A Ordinary Share has been paid in full to the Company and that no further sum is payable to the Company in respect of that Class A Ordinary Share;

(k) Prospectus means the prospectus that forms part of the Registration Statement;

(l) Registrar means the Registrar of Corporate Affairs appointed under the Companies Act; and

(m) signed means that a document has been duly signed or sealed.

2. Assumptions

We have assumed (and have not independently verified) that:

2.1 each document examined by us:

(a) whether it is an original or copy, is (along with any date, signature, initial, stamp or seal on it) genuine and complete, up-to-date and (where applicable) in full force and effect; and

(b) was (where it was executed or filed after we reviewed it) executed or filed in materially the same form as the last draft of that document examined by us;

2.2 where we have only been sent a copy of the signed signature pages of any Document, each party to that Document has unconditionally delivered the entire document (including its signed signature page) in materially the same form as the last draft of that Document examined by us;

2.3 in causing the Company to enter into and approve each Document, and to issue the Class A Shares, each director of the Company:

(a) acted honestly, in good faith and in what the director believed to be the best interests of the Company;

(b) exercised the director's powers as a director for a proper purpose; and

(c) exercised the care, diligence and skill that a reasonable director would exercise in the same circumstances;

2.4 each director of the Company (and any alternate director) has disclosed to each other director any interest of that director (or alternate director) in the transactions contemplated by each Document in accordance with the M&A and the Companies Act;

2.5 the Director Resolutions were duly passed, are in full force and effect and have not been amended, revoked or superseded and any meeting at which the Director Resolutions were passed was duly convened, held and quorate throughout;

2.6 each document examined by us that has been signed by the Company:

(a) has been signed by the person(s) authorised by the Company to sign it;

(b) (where any signatory is a body corporate) has been signed in accordance with that body corporate's constitution and then current signing authorities; and

(c) has been dated and unconditionally delivered by the Company;

2.7 there are no documents or arrangements to which the Company is party or resolutions of the Company's directors or shareholders that conflict with, or would be breached by, or which prohibit the Company's entry into, or performance of its obligations under, each Document or the issuance of the Class A Shares;

2.8 when Class A Shares are issued, there will be no documents or arrangements to which the Company is party, or resolutions of the Company's directors or shareholders that conflict with, that issuance of Class A Shares;

2.9 before the issuance of any of the Class A Shares, the issuance of such Class A Shares shall be authorised pursuant to a resolution of the board of directors of the Company or, where the board of directors has established a committee of the board of directors of the Company and duly delegated to such committee the power to authorise the issuance of Class A Shares pursuant to the 2024 Plan, by a resolution of such committee of the board of directors of the Company;

2.10 where the Class A Shares are to be issued for a consideration, which is in whole or in part, other than money, the directors of the Company shall prior to the issue of such Class A Shares pass a resolution stating:

(a) the amount to be credited for the issue of such Class A Shares; and

(b) that, in the opinion of the directors of the Company, the present cash value of the non-money consideration and money consideration, if any, is not less than the amount to be credited for the issue of such Class A Shares;

2.11 the Company is not insolvent (as defined in the Insolvency Act) and will not become insolvent as a result of executing, or performing its obligations under, any Document or in connection with the issuance of Class A Shares and no steps have been taken (or will have been taken at the time those Class A Shares are issued), or resolutions passed, to appoint a liquidator of the Company or appoint a receiver in respect of the Company or any of its assets;

2.12 the Company is not carrying on any financial services business (as defined in the Financial Services Commission Act, 2001 (as amended));

2.13 the Company is not, nor is it owned or controlled directly or indirectly by, a state or sovereign entity;

2.14 neither the Company nor any of its subsidiaries has an interest in any land in the BVI or in any shares, debt obligations or other securities of any body corporate which has an interest in land in the BVI;

2.15 no monies paid to or for the account of any party under the Documents, or property received or disposed of by any party under the Documents, in each case, in connection with the Documents or the performance of the transactions contemplated by the Documents, represent or will represent proceeds of criminal conduct (as defined in the Proceeds of Criminal Conduct Act, 1997 (as amended));

2.16 each party to each Document (other than, as a matter of the laws of the BVI, the Company) has:

(a) the capacity and power;

(b) taken all necessary action; and

(c) obtained or made all necessary agreements, approvals, authorisations, consents, filings, licences, registrations and qualifications (whether as a matter of any law or regulation applicable to it or as a matter of any agreement binding upon it),

to execute and perform its obligations under that Document;

2.17 each Document has been authorised and executed by each party to it (other than, as a matter of the laws of the BVI, the Company);

2.18 the obligations of each party under each Document are legal, valid, binding and enforceable under all applicable laws other than the laws of the BVI;

2.19 none of our opinions will be affected by the laws or public policy of any foreign jurisdiction;

2.20 the choice of the governing law of each Document has been made in good faith;

2.21 no recipient of Class A Shares will carry out any of its obligations under any Document in, or from within, the BVI;

2.22 in relation to the Searches:

(a) all public records of the Company we have examined are complete and accurate;

(b) all filings required to be made in relation to the Company with the Registrar have been made and there was no information which had been filed that did not appear on the records of the Company at the time of the Company Search; and

(c) the information disclosed by the Searches was at the time of each search, and continues to be, accurate and complete;

2.23 the Company Records were and remain at the date of this opinion accurate and complete;

2.24 no Class A Shares will be issued for a price which is less than its par value;

2.25 the Class A Shares will be unconditionally issued and awarded in accordance with the terms of the 2024 Share Plan;

2.26 each written agreement, contract, other instrument or document evidencing any award granted under the 2024 Plan incorporates or will incorporate the terms of the 2024 Plan and has been or will be authorised and duly executed and unconditionally delivered by or on behalf of all relevant parties in accordance with all relevant laws (other than, with respect to the Company, the laws of the BVI); and

2.27 the 2024 Plan is legal, valid, binding and enforceable against all relevant parties in accordance with its terms under all relevant laws (other than, with respect to the Company, the laws of the BVI).

3. Opinion

Subject to the assumptions, observations, qualifications and limitations set out in this opinion, and to matters not disclosed to us, we are of the following opinion.

3.1 Status:  the Company is registered under the Companies Act, validly exists under the laws of the BVI and, on the date of issue of the Certificate of Good Standing, is of good standing with the Registrar. 

3.2 Issuance of Class A Shares:  

(a) the Company has duly authorised the issuance of each Class A Share; and

(b) when (i) the terms of the issuance of Class A Shares has been duly established in conformity with the M&A, the Companies Act and the 2024 Plan, (ii) those Class A Shares have been issued and delivered as contemplated by the Registration Statement, the Prospectus (and the relevant prospectus supplement) and the 2024 Plan, (iii) the Company has received the consideration provided for (and to be credited in respect of) those Class A Shares and the 2024 Plan, and (iv) the name of the relevant shareholder(s) is entered in the Company's register of members, such Class A Shares will be validly issued, fully paid and non-assessable.

4. Qualifications and observations

This opinion is subject to the following qualifications and observations.

4.1 This opinion is subject to all laws relating to bankruptcy, dissolution, insolvency, re-organisation, liquidation, moratorium, court schemes and other laws and legal procedures of general application affecting or relating to the rights of creditors.

4.2 Where a director of a BVI company fails, in accordance with the Companies Act, to disclose an interest in a transaction entered into by the company, the transaction is voidable.

4.3 The BVI Courts may

(a) hold that despite any term of an agreement to the contrary:

(i) any certificate, calculation, determination or designation of any party to the agreement is not conclusive, final and/or binding;

(ii) any person exercising any discretion, judgment or opinion under the agreement must act in good faith and in a reasonable manner; and

(iii) any power conferred by the agreement on one party to require another party to execute any documents or do any things the first party requires must be exercised reasonably; and

(b) imply terms (for example, good faith between parties in relation to the performance of obligations) into an agreement governed by BVI.

4.4 Where a foreign law is expressly selected to govern an agreement:

(a) matters of procedure upon enforcement of the agreement and assessment or quantification of damages will be determined by the BVI Courts in accordance with BVI law;

(b) the proprietary effects of the agreement may be determined by the BVI Courts in accordance with the domestic law of the place where the relevant property is taken to be located;

(c) the mode of performance of the agreement may be determined by the BVI Courts in accordance with the law of the place of performance; and

(d) that law may not be applied by the BVI Courts to non-contractual obligations arising out of the agreement (even if it is expressly selected to do so).

4.5 The BVI Courts may:

(a) stay or set aside proceedings where:

(i) there is a more appropriate forum than the BVI where the action should be heard;

(ii) earlier or concurrent proceedings have been commenced outside the BVI; or

(iii) there has already been a final and conclusive judgment given on the merits by a foreign court of competent jurisdiction according to BVI conflicts of laws rules; and

(b) grant injunctions restraining the commencement or continuance of proceedings outside the BVI.

4.6 The Company Search will not reveal any document which has not been filed with the Registrar or which was filed but was not registered or did not appear on the Company's file at the time of the Company Search.

4.7 The High Court Search will not reveal (among other things) if there are any:

(a) proceedings or appointments that have not been filed or that have been filed but have not been recorded in the High Court's judicial enforcement management system or that have been filed but did not appear on the High Court's judicial enforcement management system at the time of the High Court Search;

(b) proceedings commenced prior to 1 January 2000 if no document has been filed since that date;

(c) proceedings against the Company that have been threatened but not filed;

(d) files that have been sealed pursuant to a court order; or

(e) arbitration proceedings in which the Company is a defendant or respondent.

4.8 Under the Companies Act, a company is of good standing if the Registrar is satisfied that it:

(a) is listed on the register of companies maintained by the Registrar;

(b) has paid to the Registrar all fees, annual fees and penalties due and payable;

(c) has, where applicable, filed its annual return (as defined in the Companies Act) in accordance with section 98A of the Companies Act or it is not yet due to file its annual return; and

(d) has filed with the Registrar a copy of its register of directors which is complete (to the satisfaction of the Registrar as to the requisite information relating to each director and is properly filed) or is not yet due to file its register of directors with the Registrar.

5. Limitations

5.1 This opinion is limited to the matters expressly stated in it and it is given solely in connection with the Registration Statement and each Document.

5.2 For the purposes of this opinion, we have only examined the documents listed in paragraph 1.1 above and carried out the Searches. We have not examined any term or document incorporated by reference, or otherwise referred to, whether in whole or part, in any Document and we offer no opinion on any such term or document.

5.3 We offer no opinion:

(a) on whether the commercial terms of any Document reflect or achieve the intentions of the parties (unless otherwise expressly stated in this opinion);

(b) on any factual statement, representation or warranty made or given in any Document unless otherwise expressly stated in this opinion;

(c) as to whether the parties to any Document will be able to perform their obligations under it; or

(d) as to the title or interest of any party to or in, or the existence or value of, any property or collateral the subject of any Document.

5.4 We have made no investigation of, and express no opinion with respect to, the laws of any jurisdiction other than the BVI or the effect of any Document under those laws. In particular, we express no opinion as to the meaning or effect of any foreign statutes referred to in any Document.

5.5 We assume no obligation to advise the Company (or any person we give consent to rely on this opinion) in relation to changes of fact or law that may have a bearing on the continuing accuracy of this opinion.

6. Governing law

This opinion, and any non-contractual obligations arising out of it, are governed by, and to be interpreted in accordance with, laws in force in the BVI on the date of this opinion.

7. Consent

7.1 This opinion is addressed to the Company in connection with each Document.

7.2 We consent to:

(a) the filing of a copy of this opinion as Exhibit 5.1 to the Registration Statement; and

(b) reference to us being made in the sections of the Prospectus under the headings Legal Matters.

In giving this consent, we do not admit that we are included in the category of persons whose consent is required under section 7 of the Securities Act or the rules and regulations promulgated by the SEC under the Securities Act.

Yours faithfully

/s/ Mourant Ozannes

Mourant Ozannes (British Virgin Islands)

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of AGM Group Holdings Inc. of our report dated on April 22, 2021, with respect to the consolidated financial statements, which appears in AGM Group Holdings, Inc.’s Annual Report Form 20-F as of and for the year ended December 31, 2020.

/s/ JLKZ CPA LLP

Flushing, New York

April, 25, 2024

EX-23.3

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of AGM Group Holdings Inc. of our report dated May 16, 2022, relating to the financial statements of AGM Group Holdings Inc. (the “Company”), appearing in the Company’s Annual Report on Form 20-F for the year ended December 31, 2021.

/s/ TPS Thayer LLC

TPS Thayer LLC

Sugar Land, Texas

April 30, 2024

EX-23.4

Exhibit 23.4

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of AGM Group Holdings Inc. of our report dated November 13, 2023, relating to the financial statements of AGM Group Holdings Inc. (the “Company”), appearing in the Company’s Annual Report on Form 20-F for the year ended December 31, 2022.

/s/ KCCW Accountancy Corp.

Diamond Bar, California

April 24, 2024

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

S-8

(Form Type)

AGM GROUP HOLDINGS INC.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered (1)		Proposed Maximum Offering Price Per Share (2)		Maximum Aggregate Offering Price		Fee Rate		Amount of Registration Fee
Equity	Class A Ordinary Shares, US$0.001 par value per share	Rule 457(c) and (h)		3,750,000	$	1.07	$	4,012,500	$	0.00014760	$	593
Total Offering Amounts											$	593
Total Fee Offsets											$	0
Net Fee Due											$	593

(1)

This Registration Statement on Form S-8 covers additional shares of Class A Ordinary Shares, US$0.001 par value per share of AGM Group Holdings Inc. (“Registrant”) issuable pursuant to the 2024 Equity Incentive Plan (as amended and restated, the “2024 Equity Incentive Plan”) of the Registrant. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement is deemed to cover an indeterminate number of ordinary shares which may be offered and issued to prevent dilution resulting from share splits, share dividends or similar transactions as provided in the 2024 Equity Incentive Plan.

(2)

The proposed maximum offering price per share, which is estimated solely for the purposes of calculating the registration fee under Rule 457(h) and Rule 457(c) under the Securities Act, is based on US$1.07 per Class A ordinary share, the average of the high and low prices for the Registrant’s Class A ordinary share as quoted on the Nasdaq Capital Market on April 24, 2024.