UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~FORM~~ 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~~UNDER ~~month~~THE ofSECURITIES ~~January~~EXCHANGE ~~2026~~ACT OF 1934

~~Commission file~~For ~~number:~~the ~~001-38309~~month of May 2026

Commission File Number: 001-38309

AGM GROUP HOLDINGS INC.

(~~Exact~~Translation ~~name~~ of registrant’s asname ~~specified~~into ~~in its charter~~English)

c/o Creative Consultants (Hong Kong) Limited

~~Room 1502-3~~Unit 152212, 22/F., ~~Connaught~~CC ~~Commercial~~Wu Building, ~~185~~302-308 ~~Wanchai~~ Hennessy Road

Wanchai, Hong Kong

~~(Address of Principal Executive Offices)~~+852-975-02047

~~Indicate by~~(Address ~~check~~of ~~mark~~principal ~~whether~~executive ~~the registrant files or will file annual reports under cover Form 20-F or Form 40-F.~~ 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 ☐

~~Entry~~On May 18, 2026, AGM ~~into~~Group Holdings Inc. (the “Company”) received a ~~Material~~letter ~~Definitive~~from ~~Agreement~~the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, because the Company has not yet filed its Annual Report on Form 20-F for the fiscal year ended December 31, 2025 (the “Form 20-F”), the Company does not comply with Nasdaq Listing Rule 5250(c)(1) for continued listing.

~~On or~~This ~~about~~notice ~~January~~from ~~22,~~Nasdaq has ~~2026,~~no ~~AGM~~immediate ~~Group~~effect ~~Holdings~~on ~~Inc. (~~the ~~“Company”)~~listing ~~entered~~of ~~into a securities purchase agreement (~~the ~~“ELOC~~ ~~Purchase~~Company’s ~~Agreement”)~~ordinary ~~with~~shares anon ~~institutional investor (~~the ~~“Investor”),~~Nasdaq ~~pursuant~~Capital toMarket. ~~which~~The ~~the~~ Company has ~~the~~60 ~~right,~~calendar days ~~but~~to ~~not~~submit ~~the~~a ~~obligation,~~plan to ~~issue~~Nasdaq ~~and~~showing ~~sell,~~how ~~from~~it ~~time~~intends to ~~time,~~regain ~~ordinary~~compliance. ~~shares~~If ofNasdaq accepts the ~~Company~~plan tosubmitted by the ~~Investor~~Company, ~~for~~Nasdaq ~~aggregate~~can ~~gross~~grant ~~proceeds~~an exception of up to ~~US$25~~180 ~~million,~~calendar ~~representing~~days anfrom ~~equity~~the ~~line~~Form of20-F’s ~~credit~~due ~~facility~~date, ~~(the~~or ~~“ELOC”)~~until November 11, 2026, to regain compliance.

~~Pursuant to~~The ~~the ELOC Purchase Agreement, the~~ Company ~~may, at its discretion, deliver one or more purchase notices to the Investor from time to~~continues ~~time, requiring the Investor~~ to ~~purchase~~work adiligently ~~specified number of ordinary shares, subject~~ to ~~the~~complete ~~satisfaction of customary conditions precedent set forth in~~ the ~~ELOC~~Form ~~Purchase~~20-F ~~Agreement,~~and ~~including an~~file ~~effective~~it ~~resale~~with ~~registration statement registering~~ the ~~Investor’s~~SEC ~~resale~~as ofsoon ~~the~~as ~~shares~~reasonably practicable. The ~~purchase~~Company ~~price~~expects ~~for~~to ~~any ordinary~~submit ~~shares~~a ~~sold~~plan ~~under~~to ~~the~~regain ~~ELOC~~compliance ~~will~~or befile ~~determined~~its inForm ~~accordance~~20-F ~~with~~within the ~~pricing~~timeline ~~provisions~~prescribed ~~set~~by ~~forth in the ELOC Purchase Agreement, which are based on the market price of the Company’s ordinary shares during the applicable measurement period~~Nasdaq.

~~Pursuant~~The statements contained in this Current Report on Form 6-K, and oral statements made regarding the subjects of this Current Report on Form 6-K, contain “forward-looking statements” within the meaning of the Securities Litigation Reform Act of 1995, or the Reform Act, which may include, but are not limited to, statements regarding the ~~ELOC~~Company’s ~~Purchase~~estimates, ~~Agreement~~plans, objectives, expectations and intentions and other statements contained in this press release that are not historical facts, including statements identified by words such as “believe,” “plan,” “seek,” “expect,” “intend,” “estimate,” “anticipate,” “will,” and similar expressions. All statements addressing the Company’s ~~issued~~ability to regain compliance with the ~~Investor~~Nasdaq listing requirements or to develop a ~~five~~plan acceptable to Nasdaq for an extension of the 60-~~year~~day ~~Warrant~~grace period, as well as statements expressing optimism or pessimism about future operating results are forward-looking statements within the meaning of the Reform Act. The forward-looking statements are based on management’s current views and assumptions regarding future events and operating performance, and are inherently subject to ~~purchase~~significant ~~608~~uncertainties and contingencies and changes in circumstances,~~777~~ ~~ordinary~~many ~~shares~~of atwhich anare ~~exercise~~beyond the Company’s control. The ~~price~~statements in this press release are made as of $2the date of this press release, even if subsequently made available by the Company on its website or otherwise.~~4639~~ ~~per~~The ~~share~~Company does not undertake any obligation to update or revise these statements to reflect events or circumstances occurring after the date of this Current Report on Form 6-K.

The ELOC provides the Company with flexible access to capital over the 24-month term of the facility. Proceeds from any sales of ordinary shares under the ELOC may be used by the Company for general corporate purposes, including working capital, project development, production financing, and other strategic initiatives.

Safe Harbor Statement

This report contains statements that may constitute “forward-looking” statements pursuant to the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” “likely to,” and similar statements. Statements that are not historical facts, including statements about AGM Group Holdings Inc.’s beliefs, plans, and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. Further information regarding these and other risks is included in AGM Group Holdings Inc.’s filings with the SEC. All information provided in this report is as of the date of this report, and AGM Group Holdings Inc. does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

Exhibit Index

Exhibit No.		Description
4.1		Form of Warrant
99.1		Press Release - AGM Group Receives Notification from Nasdaq Regarding Delayed Filing of Form 20-F, dated May 26, 2026
10.1		Form of ELOC Purchase Agreement

~~Signature~~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.

AGM Group Holdings Inc. By: /s/ Bo Zhu Name: Bo Zhu Title: Chief Executive Officer

Date: May 26, 2026	AGM GROUP HOLDINGS INC.

	By:	/s/ Bo Zhu
	Name:	Bo Zhu
	Title:	Chief Executive Officer and Director

Date: January 23, 2026

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