AGM Group Holdings Inc. Share Purchase Agreement

On September 17, 2026, AGM Group Holdings Inc. entered into a share purchase agreement to issue and sell Class A ordinary shares at US$0.6305 per share, for aggregate gross proceeds of up to US$11.0 million in a private placement. This filing details the terms of the agreement, including representations and warranties from both the company and the purchaser, closing conditions, and provisions related to corporate actions, compliance with laws, and financial reporting. The agreement is made under Regulation S of the U.S. Securities Act of 1933, exempting it from registration requirements. The company confirms its compliance with Nasdaq listing rules and provides assurances regarding its financial statements and internal controls. The agreement also addresses employee benefit plans and labor matters, ensuring no adverse impacts from the share issuance.