AGM Group Holdings Inc. Completes Second Closing of $2 Million Convertible Note Offering

HONG KONG, Dec. 19, 2025 — AGM GROUP HOLDINGS INC. (Nasdaq: AGMH) (the “Company” or “AGMH”), a rare U.S.-listed firm with integrated ASIC chip design and cryptocurrency miner manufacturing capabilities whose released miner boasts competitive performance and specifications, today announced a subsequent closing of its offering. The closing involved a $500,000 principal convertible promissory note (the “Note”), which is convertible into the Company’s Class A ordinary shares with a par value of $0.05 per share (“Shares”), resulting in aggregate gross proceeds of $425,000 for this closing (the “Closing”).

On September 22, 2025, the Company executed a series of agreements with an institutional investor (the “Investor”), under which it agreed to allocate and issue up to $6 million in face value of original issue discount convertible advances (the “Advances”). As outlined in the Securities Purchase Agreement (the “SPA”), the Company can issue up to $6 million in total principal amount of Advances across three tranches. The first $2 million tranche is being issued in two parts: an initial $1,500,000 closing and a subsequent $500,000 closing contingent upon the effectiveness of an initial resale registration statement filed with the U.S. Securities and Exchange Commission (“SEC”). This announced Closing represents the second part of the First Tranche and took place on December 18, 2025.

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

About AGM Group Holdings Inc.

AGM Group Holdings Inc. is one of the few publicly-listed companies in the U.S. market that possesses both ASIC chip design and cryptocurrency miner production capabilities. Its released crypto miner features competitive product performance and parameters. For more information, please visit the Company’s website at https://agmhgroup.com/

Forward-Looking Statements

This announcement contains forward-looking statements. These statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections regarding future events that it believes could impact its financial condition, operational results, business strategy, and financial requirements. Investors can identify these forward-looking statements by terms or phrases such as “approximates,” “assesses,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may,” or similar expressions. The Company is under no obligation to publicly update or revise any forward-looking statements to reflect subsequent events or circumstances, or changes in its expectations, except as required by law. While the Company believes the expectations in these forward-looking statements are reasonable, it cannot guarantee they will prove correct. The Company cautions investors that actual results could differ materially from anticipated results and encourages investors to consider other factors that might affect future outcomes, as detailed 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.
Investor Relations Department
Email: ir@agmhgroup.com
https://agmhgroup.com/