AGM GROUP HOLDINGS, INC.

AGM Group Holdings Inc. operates in the cryptocurrency and blockchain technology hardware industry, a sector characterized by rapidly changing technology, evolving industry standards, new service introductions, and changing customer demands. The industry is in rapid growth due to actual and predicted demand, and competition is based on brand recognition, product quality, price, and innovation. The bitcoin network operates based on an open-source protocol maintained by contributors, largely on the Bitcoin Core project on GitHub, and is not represented by an official organization or authority. The development and acceptance of cryptographic and algorithmic protocols governing cryptocurrencies is subject to a variety of factors that are difficult to evaluate, including continued worldwide growth in adoption, governmental regulation, changes in consumer demographics, and the availability of other forms of payment.

The company faces competition from operators with different business models, cost structures, and market segment participation, some of which have significantly more financial, technical, marketing, and other resources, longer operating histories, more extensive customer bases, greater brand recognition, and broader partner relationships. For the fiscal year ended December 31, 2025, the top five customers accounted for 19%, 18%, 16%, 15%, and 14% of the Company’s revenues, respectively ¹²³⁴⁵. For the fiscal year ended December 31, 2024, three customers accounted for 64%, 21%, and 12% of the Company’s revenues ⁶⁷⁸. The company is dependent on a limited number of suppliers; for the fiscal year ended December 31, 2025, one supplier accounted for 99% of its total cost of revenues ⁹, and for the fiscal year ended December 31, 2024, two suppliers accounted for 75% and 25% of the Company’s total cost of revenues ¹⁰¹¹.

The company generates revenue through the sale of mining machines and related services in the cryptocurrency and blockchain technology hardware market. The business model is evolving and subject to various uncertainties as bitcoin assets may become more widely available. The company relies on third-party storage solutions and cold storage of digital wallets to safeguard digital assets from theft, loss, or destruction. Revenue is transactional in nature, derived from customer purchases of hardware, and the company's sales are highly dependent on its business reputation and positive recommendations from existing customers. The company's primary customer segments include retail and institutional clients in the cryptocurrency mining sector.

The company's business involves the sale of bitcoin mining machines, which are hardware devices designed to solve blocks on the bitcoin network. The company also relies on third-party exchanges to convert digital assets into fiat currency. The company's products are affected by the properties of the bitcoin network, including the irreversibility of transactions and limitations on the mining of new bitcoin. The company's marketing efforts include senior sales personnel contacting customers directly to promote product attributes, functions, operation, and maintenance, as well as search engine marketing, search engine optimization, inherent virus marketing features, and social network marketing. The company believes its brand value will develop rapidly as its product inherently brings more educational value to retail clients compared to competitors' products.

The company has an evolving business model and may modify aspects of its strategy from time to time. The company may evaluate and consider strategic investments, combinations, acquisitions, or alliances to further increase the value of its services and better serve its clients. The company may implement new lines of business or offer new services within existing lines of business, which involves substantial risks and uncertainties, particularly in instances where markets are not fully developed. The company has not yet purchased insurance to cover its assets and property, and does not carry cybersecurity insurance to compensate for any losses that may result from a breach of security.

For the fiscal year ended December 31, 2025, total revenues were $23.486 billion ¹², compared to $18.000 billion ¹³ for the fiscal year ended December 31, 2024. Net loss for the fiscal year ended December 31, 2025 was $1.200 billion ¹⁴, compared to net income of $0.500 billion ¹⁵ for the fiscal year ended December 31, 2024. The company's financial performance is subject to significant volatility due to the nature of the cryptocurrency industry, including price fluctuations of bitcoin and rapid technological changes.

The company intends to continue to make investments to support business growth and may require additional funds to respond to business challenges, including the need to develop new features or enhance existing solutions, improve operating infrastructure, or acquire complementary businesses and technologies. The company plans to continue to dedicate significant resources to user acquisition efforts, including establishing new acquisition channels, particularly as it continues to grow and introduce new services. The company also plans to use search engine marketing, search engine optimization, inherent virus marketing features developed within its products, and social network marketing to target users.

The company may need to engage in equity or debt financings to secure additional funds to support business growth. If the company raises additional funds through further issuances of equity or convertible debt securities, existing stockholders could suffer significant dilution. Any debt financing secured in the future could involve restrictive covenants relating to capital raising activities and other financial and operational matters.

The company continues to invest significant resources in its infrastructure, research and development, and other areas in order to introduce more content and enhance existing services. The company's ability to adopt technology in response to changing security needs or trends poses a challenge to the safekeeping of its digital assets. The company relies on third-party storage solutions and cold storage of digital wallets to safeguard digital assets, and may move digital assets to various exchanges to exchange them for fiat currency, relying on the security protocols of these exchanges.

The company intends to continue to make investments to support business growth and may require additional funds. The company has not declared any dividends to its shareholders during the fiscal years ended December 31, 2025, 2024, and 2023, and does not expect to pay any cash dividends in the foreseeable future. The company currently intends to retain all available funds and future earnings for the operation and expansion of its business.

The company's financial and operating performance may be adversely affected by epidemics, natural disasters, and other catastrophes, including the outbreak of epidemics such as COVID-19, swine influenza, avian influenza, MERS-CoV, and SARS-CoV. Natural disasters, wars, terrorist activity, social unrest, and geopolitical uncertainty could affect travel volume and have a material adverse effect on the company's business and results of operations. The company may not be adequately prepared in contingency planning or recovery capability in relation to a major incident or crisis.

The company faces risks related to the acceptance and widespread use of bitcoin, which is uncertain due to relatively limited use in the retail and commercial marketplace, contributing to price volatility. Banks and other established financial institutions may refuse to process funds for bitcoin transactions or maintain accounts for persons or entities transacting in bitcoin. A significant portion of bitcoin demand is generated by investors seeking a long-term store of value or speculators, and price volatility undermines bitcoin's role as a medium of exchange. The development and acceptance of competing blockchain platforms or technologies may cause consumers to use alternative distributed ledgers.

The company is dependent on a limited number of suppliers, with one supplier accounting for 99% of total cost of revenues for fiscal 2025 , and any failure to deliver could materially harm operations. Customer concentration is also significant, with the top five customers accounting for 19%, 18%, 16%, 15%, and 14% of revenues in fiscal 2025 , and the loss of any key customer could adversely affect financial condition. The company has identified a material weakness in internal control over financial reporting due to a lack of personnel with appropriate accounting knowledge to address complex U.S. GAAP issues, which remained as of December 31, 2025. The bitcoin network's open-source structure means that a small group of contributors can propose protocol amendments that, if accepted, could negatively impact the company's business and operations. The company faces risks related to the potential for a fork in the bitcoin blockchain, which could erode user confidence and decrease demand for mining machines.

Management's message emphasizes the company's position as a holding company with no material operations of its own, conducting operations through subsidiaries in Hong Kong SAR, the British Virgin Islands, and Canada. The company has completed the disposal of its subsidiaries in China and no longer directly or indirectly owns or controls any operating entities in China. Management is preparing to submit post-filing materials to the CSRC on the basis that the company is not within the scope of entities subject to CSRC filing requirements. The company does not anticipate declaring or paying any dividends in the foreseeable future, intending to retain all available funds and future earnings for operation and expansion. Management acknowledges the material weakness identified in internal control over financial reporting, specifically the lack of personnel with appropriate levels of accounting knowledge and experience to address complex U.S. GAAP accounting issues, which remained as of December 31, 2025.