UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of ~~The~~the Securities Exchange Act of 1934

~~Securities~~Date ~~Exchange~~of ~~Act~~Report (Date of ~~1934~~earliest event reported): November 20, 2023

MORGAN GROUP HOLDING CO.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its charter~~Charter)

Delaware	333-73996	13-4196940
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

401 Theodore Fremd Avenue, Rye, NY		10580
(Address of principal executive offices)		(Zip Code)

401 Theodore Fremd Avenue, Rye, New York 10580

~~Registrant's~~(Address ~~telephone~~of ~~number,~~Principal ~~including~~Executive ~~area code (914~~Offices)(Zip ~~921-5216~~Code)

~~Check the appropriate box below if the Form 8~~914-~~K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):~~921-5150

Registrant’s Telephone Number

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Securities~~Item ~~registered~~1.01 ~~pursuant~~Entry tointo ~~Section~~a ~~12(b)~~Material ofDefinitive ~~the Act:~~Agreement.

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	MGHL	OTC Pink®

On November 20, 2023, Morgan Group Holding Co. (the ”Company”) entered into a Loan Agreement with Associated Capital Group, Inc. (“AC”) by which AC agreed to loan the Company $400,000.00, with interest payable on the unpaid principal at the rate of 14% percent per annum, calculated yearly, not in advance, beginning on December 1, 2023. The loan is due to be repaid in full on December 31, 2024 and may be repaid prior to that date without penalty.

~~Item 4.01 CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT:~~SIGNATURES

The Board of Morgan Group Holding Co., (OTC: MGHL) (“Morgan” or “the Company”) annually considers the selection of its independent registered public accounting firm. Given the events of 2020 and eventually the spin-off from its former parent, Associated Capital Group, Inc. on August 5, 2020, the Board of Morgan deemed it would be in the best interest of shareholders to solicit bids from other independent auditors. After an extensive evaluation process, the Board decided to appoint RSM US LLP for fiscal year-end reporting of 2020 January 8, 2021.

During the years ended December 31, 2019 and 2018, Morgan did not consult with RSM US LLP with respect to 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, or any other matters or reportable events as defined in Item 304(a)(2)(i) and (ii) of Regulation S-K.

SIGNATURE

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 hereunto duly authorized.

~~Morgan~~MORGAN ~~Group~~GROUP ~~Holding~~HOLDING CoCO. By: /s/ Joseph L. Fernandez

By: /s/ Joseph L Fernandez

	Name:	Joseph L. Fernandez
	Title:	Executive Vice President - Finance

Dated: November 27, 2023

Joseph L. Fernandez

Executive Vice President - Finance

Date: January 13, 2021

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