U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 ~~February~~March 2015

Commission File Number: 001-34427

TRI-TECH HOLDING INC.

Tri-Tech Holding Inc.

10th Floor of Tower B, Baoneng Center,

Futong East Road, Chaoyang District, Beijing 100102 China

People’s Republic of China

(Address of principal executive offices)

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 x Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

Explanatory Note:

On ~~February~~March 1014, 2015, ~~the~~Mr. ~~Registrant’s~~Phil ~~controlled~~Fan ~~company, Tri-Tech~~tendered ~~(Beijing)~~his ~~Co.,~~resignation ~~Ltd.,~~ as a ~~Chinese~~director ~~company~~and ~~(“TTB”),~~Chief ~~entered~~Executive ~~into~~Officer aof ~~joint~~the ~~venture~~Registrant, ~~agreement~~effective ~~(the~~immediately. ~~“Agreement”) with~~At ~~Richmond~~the ~~Biosciences~~time ~~Private~~of ~~Limited~~his resignation, aMr. ~~company~~Fan ~~incorporated~~served on ~~under~~ the ~~laws~~Board of ~~India~~Directors ~~(“RBPL”)~~and inwas ~~order~~Chief toExecutive ~~manage TTB’s~~Officer ~~projects~~of (the ~~“Projects”)~~Registrant. ~~awarded~~In onaddition, ~~October~~he ~~19,~~also ~~2011~~resigned tofrom ~~TTB~~all byofficial ~~Bihar~~capacities within ~~Urban~~the ~~Infrastructure~~Registrant ~~Development Corporation~~and ~~Limited~~all ~~(“BUIDCO”)~~its subsidiaries.

~~According~~On toMarch ~~the Agreement~~17, ~~RBPL and TTB will create a joint venture~~2015, ~~pursuant~~Mr. toWarren ~~which~~Zhao ~~TTB~~was ~~contributes~~appointed $4as ~~million and receives 40% of~~ the ~~share capital of such joint venture, and RBPL contributes~~Chief $6Executive ~~million~~Officer ~~and receives 60%~~ of the ~~share~~Registrant ~~capital~~in ofa ~~such~~meeting ~~joint venture, subject to adjustment upon completion~~ of ~~due diligence. TTB’s contribution will consist of efforts and expenditures to date made in regard to~~ the ~~Projects.~~Board ~~RBPL’s contribution will consist~~ of ~~cash and replacement and return of certain guarantees made by TTB~~Directors.

~~The~~Mr. ~~joint~~Fan ~~venture~~has ~~will~~stated bethat ~~managed~~his ~~under~~resignation ~~the~~is ~~leadership~~based ofon ~~six~~a disagreement ~~directors~~between himself and the Registrant regarding its operations, ~~four~~policies ofand ~~which~~practices. ~~shall~~In particular, Mr. Fan states that his resignation was based on his doubt that the Registrant would be ~~nominated~~able byto ~~RBPL~~continue as a going concern. Mr. Fan states that he believed that the Registrant should analyze and ~~two~~discuss ofwith ~~which~~its ~~shall~~auditor besuch ~~nominated~~issue. byIn ~~TTB~~addition, Mr. ~~Day~~Fan did not believe the Registrant would be able to ~~day~~raise ~~operation~~sufficient offunds ~~the~~to ~~joint~~repay its immediate obligations in a timely manner. Mr. Fan has provided a formal letter regarding ~~venture~~his ~~will~~disagreement bewith ~~delegated~~the Registrant, and this letter is attached as an exhibit to ~~RBPL~~this report.

~~Closing~~The ofRegistrant disagrees with Mr. Fan’s suggestion that the ~~Agreement~~Registrant opposed disclosing a going concern issue. Instead, the Registrant is ~~anticipated~~in tothe ~~occur~~midst onof orpreparing ~~before~~its annual report ~~February~~and ~~28,~~is ~~2015,~~in ~~pending~~the ~~satisfaction~~process of ~~closing~~analyzing ~~conditions~~and discussing with its auditor the going concern issue. Accordingly, the Registrant has not yet reached a conclusion regarding the matter and ~~completion~~believes the most prudent course of ~~due~~action ~~diligence~~is to review the matter fully in connection with its annual report and disclose fully in its audited financial statements.

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

TRI-TECH HOLDING INC. By: /s/ ~~Phil~~Warren ~~Fan~~Zhao Name: ~~Phil~~Warren ~~Fan~~Zhao Its: Chief Executive Officer

Dated: ~~February~~March 1720, 2015

Exhibit Index

99.1

Letter from Phil Fan dated March 20, 2015

Filing Compare · Tri-Tech Holding, Inc.