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 January 2025

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 January 10, 2025, the Board of Directors (the “Board”) of Roan Holdings Group Co., Ltd. (“Roan” or the “Company”) ~~today~~unanimously ~~approved~~passed a resolution to amend the ~~appointment~~Company’s ofMemorandum ~~MaloneBailey~~and ~~LLP~~Articles of Association (the “~~MaloneBailey~~Amended M&A”) asand to authorize the issuance of Class C Preferred Shares. The Amended M&A deleted certain historic provisions relating to the Business Combination (as defined therein) of the Company’s, ~~independent~~amended ~~registered~~the ~~public~~Class ~~accounting~~B ~~firm~~Conversion Date to be September 30, 2025, and set out the ~~dismissal~~rights of the ~~Company’s~~Class ~~previous independent~~C ~~auditors~~Preferred Shares, ~~Marcum~~so ~~Asia~~that ~~CPAs~~amongst ~~LLP~~other things they shall (~~“Marcum~~i) ~~Asia”~~automatically convert into ordinary shares of the Company on the Class C Conversion Date (as defined therein) and (ii) rank junior to the Class A Preferred Shares and Class B Preferred Shares on a liquidation of the Company. The Board also authorized the issuance of 97,176,635 ~~effective~~Class asC Preferred Shares to July Technology Pte. Ltd. in exchange for consideration of ~~January~~RMB 1241,000,000. ~~2025~~The issuance is contingent upon the adoption and registration of the Amended M&A.

The ~~change~~Company ofhas filed the ~~Company’s~~Amended ~~independent~~M&A with ~~registered~~the ~~public~~BVI ~~accounting~~Registry ~~firm~~of ~~was~~Corporate ~~approved~~Affairs byeffective ~~the~~January ~~audit~~20, ~~committee~~2025. A copy of the ~~Company’s~~Amended ~~board~~M&A ofis ~~directors~~attached hereto as Exhibit 3.1.

MaloneBailey is engaged to audit and report on the consolidated financial statements of the Company as of and for the years ended December 31, 2023 and December 31, 2024.

Exhibit Index

Exhibit		Description
3.1		Amended and Restated Memorandum and Articles of Association

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: January 23, 2025	By:	/s/ Zhiyong Tang
Date: January 24, 2025	By:	/s/ Zhiyong Tang
	Name:	Zhiyong Tang
	Title:	Chief Executive Officer

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