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 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the month of ~~October~~December 2024

Commission File Number ~~333~~001-~~267771~~42381

SAG Holdings Limited (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s Name ~~Into~~into English)

14 Ang Mo Kio Street 63

14 Ang Mo Kio Street 63, Singapore		569116
(Address of principal executive offices)		(Zip Code)

Singapore 569116

(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 ☒ Form 40-F ☐

~~Entry~~Indicate ~~into~~by acheck ~~Material~~mark ~~Definitive~~if ~~Agreement~~the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

OnIndicate ~~October~~by ~~22,~~check ~~2024,~~mark ~~SAG~~if ~~Holdings Limited (~~the ~~“Company”)~~registrant ~~entered~~is ~~into~~submitting ~~an underwriting agreement (~~the ~~“Underwriting~~Form ~~Agreement”) with Wilson~~6-~~Davis~~K &in ~~Co.,~~paper ~~Inc.,~~ as ~~representative~~permitted ofby ~~the~~Regulation ~~underwriters,~~S-T inRule ~~connection with its initial public offering~~ 101(~~the “IPO”~~b) ~~of 875,000 ordinary shares, par value US$0.0005 per share~~ (~~the “Shares”~~7): ~~at a public offering price of US$8.00 per share.~~☐

~~The~~Indicate ~~Underwriting~~by ~~Agreement~~check ~~contains~~mark ~~customary~~whether ~~representations and warranties that~~ the ~~parties~~registrant ~~thereto~~by ~~made~~furnishing ~~to, and solely for~~ the ~~benefit of,~~information ~~the~~contained ~~other parties~~ in ~~the~~this ~~context~~Form ofis ~~all~~also ofthereby ~~the~~furnishing ~~terms and conditions of that Underwriting Agreement and in~~ the context of the specific relationship between the parties. The provisions of the Underwriting Agreement and schedules and exhibits thereto, including the representations and warranties contained therein respectively, are not for the benefit of any party other than the parties to such documents and agreements and are not intended as documents for investors and the public to obtain factual information ~~about the current state of affairs of the~~ ~~parties~~ to ~~those documents and agreements. Rather, investors and~~ the ~~public~~Commission ~~should~~pursuant ~~look~~ to ~~other~~Rule ~~disclosures~~12g3-2(b) ~~contained~~under in the ~~Company’s filings~~Securities ~~with~~Exchange ~~the~~Act ~~Commission. This summary~~ of the terms of the Underwriting Agreement is subject to, and qualified in its entirety by reference to a copy of the Underwriting Agreement that is filed as Exhibit 1.1 to this Report on Form 6-K and is incorporated herein by reference.1934:

~~The~~Yes ~~Company’s~~☐ ~~registration statement on Form F-1 (File~~ No. 333-267771) for the IPO, originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 7, 2022 (as amended, the “Registration Statement”) was declared effective by the SEC on September 30, 2024.☒

~~The~~If ~~Shares began trading on the Nasdaq Capital Market on October 23, 2024, under the ticker symbol~~ “~~SAG.~~Yes” ~~The~~is ~~Offering closed on October 24~~marked, ~~2024.~~indicate ~~The~~below ~~total net proceeds to~~ the ~~Company~~file ~~from~~number ~~the~~assigned ~~IPO, net of discounts, expenses and expense allowances, were approximately $4.9 million. A final prospectus relating~~ to the ~~IPO~~registrant ~~was~~in ~~filed~~connection with ~~the~~Rule ~~SEC on October 22, 2024.~~12g3-2(b):

~~Other~~INFORMATION ~~Events~~CONTAINED IN THIS REPORT ON FORM 6-K

InUnaudited ~~connection~~Interim ~~with~~Condensed ~~the IPO, the Company issued a press release on October 22, 2024 announcing the pricing of the IPO and a press release~~Financial onResults ~~October~~for ~~24, 2024 announcing~~ the ~~closing~~Six ofMonths ~~the~~Ended ~~IPO.~~June ~~The press releases~~30, furnished in this report as Exhibit 99.1 and Exhibit 99.2, are incorporated herein by reference and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.2024

~~This~~On ~~report~~December ~~does~~19, ~~not~~2024, ~~constitute~~SAG anHoldings ~~offer~~Limited ~~to sell, or~~ (the ~~solicitation~~“Company”) ofreleased anits ~~offer~~unaudited tointerim ~~buy,~~condensed ~~nor~~financial statements ~~shall~~for ~~there~~the besix ~~any~~months ~~sale~~ended ofJune ~~these~~30, ~~securities in~~2024 ~~any~~(the ~~state~~“Six-Month orFinancials”). ~~jurisdiction~~In ~~in which such offer~~addition, ~~solicitation~~the orCompany ~~sale~~released certain ~~would~~supplementary befinancial ~~unlawful~~information ~~prior~~relating to the ~~registration~~six ormonths ~~qualification~~ended ~~under the~~June ~~securities~~30, ~~laws~~2024 of(“Supplemental ~~any~~Financial ~~such state or jurisdiction~~Information”).

~~Forward~~The Supplemental Financial Information and the Six-~~Looking~~Month Financials are attached as Exhibit 99.1 and Exhibit 99.2, respectively, to this ~~Statements~~Report on Form 6-K and are incorporated by reference herein and into the Company’s Registration Statement on Form F-1, as amended (File No. 333-267771), filed with the Securities and Exchange Commission.

~~Matters~~Exhibit discussed in this report may constitute forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, other than statements of historical facts. The words “believe,” “anticipate,” “intends,” “estimate,” “potential,” “may,” “should,” “expect” “pending” and similar expressions identify forward-looking statements. The forward-looking statements in this report are based upon various assumptions. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations. Index

Exhibits

Exhibit Number		Exhibit Title
99.1		Supplemental Financial Information Relating to the Six Months Ended June 30, 2024
99.2		Unaudited Interim Condensed Financial Statements for the Six Months Ended June 30, 2024

	1.1	Underwriting Agreement dated October 22, 2024 between the Company and Wilson-Davis & Co., Inc.
	99.1	Press Release on Pricing dated October 22, 2024
	99.2	Press Release on Closing dated October 24, 2024

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.

	SAG Holdings Limited
Date: October 24, 2024	By:	/s/ Neo Chin Heng
		Neo Chin Heng
		Chief Executive Officer

Date: December 19, 2024

/s/ Chin Heng Neo
Chin Heng Neo, Chief Executive Officer and Executive Director (Principal Executive Officer)

Date: December 19, 2024

/s/ Chin Aik Neo
Chin Aik Neo, Deputy Chief Executive Officer and Executive Director

Date: December 19, 2024

/s/ Ivy Lee
Ivy Lee, Chief Financial Officer (Principal Accounting and Financial Officer)

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