UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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 month of October ~~September~~ 2023

Commission File Number: 001-36664

Roan Holdings Group Co., Ltd.

No. 1 Building, 5 Bailiantan Road

Yuhang District

Hangzhou, Zhejiang

The People’s Republic of China

(Address of principal executive 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 ☐

Explanatory Note

~~On September 5, 2023, the Board of Directors (the “Board”) of Roan Holdings Group Co, Ltd~~I. ~~(the “Registrant”), with the approval of the holders of the~~ ~~outstanding~~Independent ~~Class~~Director B Preferred Shares of the Registrant, unanimously passed a resolution to amend the definition of “Class B Conversion Date” in the Registrant’s Memorandum and Articles of Association (as amended, the “Amended M&A”). The Class B Conversion Date is the date on which all then outstanding Class B Preferred Shares of the Registrant shall automatically convert into Ordinary Shares of the Registrant. Under the Amended M&A, the Board is given the authority to amend the Class B Conversion Date on or prior to the then-applicable Class B Conversion Date, and thereby extend or reduce the maximum term for which the Class B Preferred Shares may be outstanding, by resolution and without approval of the holders of Class B Preferred Shares. The Class B Conversion Date was originally two years after the date on which the Class B Preferred Shares were issued. The Class B Conversion Date was previously amended to be (i) thirty months after such issuance date, (ii) thirty-three months after such issuance date, (iii) thirty-six months after such issuance date, (iv) March 31, 2023 and (v) June 30, 2023.The Class B Conversion Date is now being amended to be December 31, 2023.Replacement

~~The~~On ~~Registrant~~September ~~has~~27, ~~filed~~2023, ~~the~~Mr. ~~Amended~~Xiaoliang ~~M&A~~Liang resigned ~~with~~as ~~the~~Independent ~~BVI~~Director, ~~Registry~~Chair of the Nominating and Corporate ~~Affairs~~Governance Committee and all other committee positions of the ~~Amended~~board ~~M&A~~of directors ~~became~~of ~~effective~~Roan asHoldings Group Co, Ltd. (the ~~Registrant’s~~“Company”) ~~Memorandum~~due ~~and Articles~~to ofpersonal ~~Association~~reasons, oneffective September 1127, 2023. ~~following~~Mr. ~~registration~~Liang’s decision byto ~~the~~resign ~~BVI~~was ~~Registry.~~not Athe ~~copy~~result of any disagreement with the ~~Amended~~Company, ~~M&A~~any ismatter ~~attached~~related ~~hereto~~to asthe ~~Exhibit~~Company’s 3operations, policies or practices, the Company’s management, or the Company’s board of directors (the “Board”).1.

The Company’s Nominating and Corporate Governance Committee recommended Mr. Michael Fowler, age 63, to serve as Independent Director and Chair of the Nominating and Corporate Governance Committee of the Board, and the Board approved Mr. Fowler’s election on September 27, 2023. Mr. Fowler has decades of experience in international relations and cross-border business transactions, with education from the United States Military Academy at West Point, the University of Hawaii, and the Sophia University Graduate School. Mr. Fowler has extensive experience with small to medium-sized enterprises operating in the Asian market and has been involved in a wide variety of industry groups, including his role as Executive Director of the World Trade Center Tacoma.

In accordance with the terms of Mr. Fowler’s employment agreement with the Company entered into on September 27, 2023, Mr. Fowler will receive an annual base salary of USD $25,000, USD $15,000 of which will be paid in cash and USD $10,000 of which will be paid through the issuance of the Company’s ordinary shares. The employment agreement terminates if (i) Mr. Fowler is removed from the Board in accordance with the Company’s charter documents and applicable law; (ii) Mr. Fowler resigns from the Board upon written notice to the Board; (iii) the Company terminates the employment agreement if certain requirements are not satisfied; or (iv) Mr. Fowler is not re-elected to the Board at the Company’s annual shareholder meeting.

There are no family relationships between Mr. Fowler and any director or executive officer of the Company. There are no related party transactions between the Company and Mr. Fowler disclosable under Item 404 of Regulation S-K.

Exhibit Index

Exhibit		Description
3.1		Amended and Restated Memorandum and Articles of Association
10.1		Independent Directors Agreement for Mr. Michael Fowler

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.

	Roan Holdings Group Co., Ltd.
Date: September 29, 2023	By:	/s/ Zhiyong Tang
Date: October 10, 2023	By:	/s/ Zhiyong Tang
	Name:	Zhiyong Tang
	Title:	Chief Executive Officer

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