AGM : Previous Independent Registered Public Accounting Firm - Form 6-K

Previous Independent Registered Public Accounting Firm

(i)

On July 3, 2023, AGM Group Holdings Inc. (the "Company") notified its independent registered public accounting firm, TPS Thayer LLC its decision to dismiss TPS Thayer LLC as the Company's auditor.

(ii)

The reports of TPS Thayer LLC on the financial statements of the Company for the fiscal year ended December 31, 2021 and the related statements of operations and comprehensive income, changes in stockholders' equity, and cash flows for the fiscal year ended December 31, 2021 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

(iii)

The decision to change the independent registered public accounting firm was recommended and approved by the Audit Committee and the Board of Directors of the Company.

(iv)

During the Company's most recent fiscal year ended December 31, 2022 and through July 3, 2023, the date of dismissal, (a) there were no disagreements with TPS Thayer LLC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of TPS Thayer LLC, would have caused it to make reference thereto in its reports on the financial statements for such years and (b) there were no "reportable events" as described in Item 304(a)(1)(v) of Regulation S-K.

(v)

On July 3, 2023, the Company provided TPS Thayer LLC with a copy of this Current Report and has requested that it furnish the Company with a letter addressed to the U.S. Securities and Exchange Commission stating whether it agrees with the above statements. A copy of such letter is attached as Exhibit 16.1 to this Report on Form 6-K.

(2)	New Independent Registered Public Accounting Firm

On July 3, 2023, the Audit Committee and the Board of Directors of the Company appointed KCCW Accountancy Corp. as its new independent registered public accounting firm to audit the Company's financial statements. During the two most recent fiscal years ended December 31, 2022 and 2021 and any subsequent interim periods through the date hereof prior to the engagement of KCCW Accountancy Corp., neither the Company, nor someone on its behalf, has consulted KCCW Accountancy Corp. regarding:

(i)

either: the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company's consolidated financial statements, and either a written report was provided to the Company or oral advice was provided that the new independent registered public accounting firm concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or

(ii)

any matter that was either the subject of a disagreement as defined in paragraph 304(a)(1)(iv) of Regulation S-K or a reportable event as described in paragraph 304(a)(1)(v) of Regulation S-K.

Exhibit Index

Exhibit No.		Description
16.1		Letter from TPS Thayer LLC addressed to the U.S. Securities and Exchange Commission