Lion Announces Plan to Implement ADS Ratio Change

Rhea-AI Summary

Lion Group Holding (NASDAQ: LGHL) announced an ADS Ratio Change, moving from 1 ADS = 2,500 Class A ordinary shares to 1 ADS = 32,500 Class A ordinary shares, effective on or about November 26, 2025. For ADS holders this equals a one-for-thirteen reverse ADS split; every 13 existing ADSs will be exchanged for 1 new ADS.

ADSs will keep the ticker LGHL on Nasdaq, no exchange fees will be charged, and fractional entitlements will be aggregated, sold, and distributed as cash (net of fees, taxes, and expenses).

Positive

• One-for-13 reverse ADS split effective on or about Nov 26, 2025
• No fees charged to ADS holders for the mandatory exchange
• ADS ticker remains LGHL on Nasdaq after the change

Negative

• Company gives no assurance post-change ADS price will equal 13x pre-change
• Fractional ADS entitlements will be sold and proceeds distributed net of fees, taxes, and expenses

Insights

Corporate Actions Analyst

Lion will implement a one-for-thirteen reverse ADS split effective on or about Nov. 26, 2025.

The company will change the ADS ratio from two thousand five hundred (2,500) Class A ordinary shares per ADS to one ADS per thirty-two thousand five hundred (32,500) Class A ordinary shares, resulting in an automatic exchange where every thirteen existing ADSs are cancelled for one new ADS. Registered certificated ADS holders must surrender certificates for cancellation; DRS and DTC holders receive automatic exchange. No fees will be charged for the exchange.

Risks and dependencies include possible short‑term market reaction to the reverse split and the distribution mechanics for fractional entitlements, which will be aggregated, sold by the depositary bank, and distributed net of fees, taxes and expenses. The ADS Ratio Change will not alter underlying Class A ordinary shares; no Class A shares will be issued or cancelled. Watch the Effective Date, the depositary bank's handling of certificated ADSs, and the timing and amount of cash distributions from sold fractional entitlements in the days following the exchange.

SINGAPORE, Nov. 19, 2025 /PRNewswire/ -- Lion Group Holding Ltd. ("Lion" or "the Company") (NASDAQ: LGHL), operator of an all-in-one trading platform that offers a wide spectrum of products and services, today announced that it plans to change the ratio of its American Depositary Shares ("ADSs") to its Class A ordinary shares (the "ADS Ratio"), par value US$0.0001 per share, from the current ADS Ratio of two thousand and five hundred (2,500) Class A ordinary shares, to a new ADS Ratio of one (1) ADS to thirty-two thousand and five hundred (32,500) Class A ordinary shares (the "ADS Ratio Change"). The Company anticipates that the ADS Ratio Change will be effective on or about November 26, 2025 (the "Effective Date").

For the Company's ADS holders, the change in the ADS Ratio will have the same effect as a one-for-thirteen reverse ADS split. On the Effective Date, registered holders of company ADSs held in certificated form will be required on a mandatory basis to surrender their certificated ADSs to the depositary bank for cancellation and will receive one (1) new ADS in exchange for every thirteen (13) existing ADSs then-held. Holders of uncertificated ADSs in the Direct Registration System ("DRS") and in The Depository Trust Company ("DTC") will have their ADSs automatically exchanged and need not take any action. The exchange of every thirteen existing ADSs for one (1) new ADS will occur automatically, with existing ADSs being cancelled and new ADSs being issued by the depositary bank on the Effective Date.

Lion's ADSs will continue to be traded under the ticker symbol "LGHL" on the Nasdaq Capital Market. No fees will be charged to ADS holders, for both certificated or uncertificated ADSs, in connection with the exchange of existing ADSs for new ADSs.  No fractional new ADSs will be issued in connection with the change in the ADS Ratio. Instead, fractional entitlements to new ADSs will be aggregated and sold by the depositary bank and the net cash proceeds from the sale of the fractional ADS entitlements (after deduction of fees, taxes and expenses) will be distributed to the applicable ADS holders by the depositary bank. The ADS Ratio Change will have no impact on Lion's underlying Class A ordinary shares, and no Class A ordinary shares will be issued or cancelled in connection with the ADS Ratio Change.

As a result of the change in the ADS Ratio, Lion's ADS trading price is expected to increase proportionally, although the Company can give no assurance that the ADS trading price after the ADS Ratio Change will be equal to or greater than thirteen (13) times the ADS trading price before the change.

About Lion Group Holding Ltd.

Lion Group Holding Ltd. (Nasdaq: LGHL) operates an all-in-one, state-of-the-art trading platform that offers a wide spectrum of products and services, including (i) total return service (TRS) trading, (ii) contract-for-difference (CFD) trading, (iii) Over-the-counter (OTC) stock options trading, and (iv) futures and securities brokerage. Additional information may be found at http://ir.liongrouphl.com.

Forward-Looking Statements

This press release contains, "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. Lion's actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could," "should," "believes," "predicts," "potential," "might" and "continues," and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, but are not limited to, statements about: Lion's goals and strategies; our ability to retain and increase the number of users, members and advertising customers, and expand its service offerings; Lion's future business development, financial condition and results of operations; expected changes in Lion's revenues, costs or expenditures; the impact of COVID-19; competition in the industry; relevant government policies and regulations relating to our industry; general economic and business conditions globally and in China; and assumptions underlying or related to any of the foregoing. Lion cautions that the foregoing list of factors is not exclusive. Lion cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Lion does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based, subject to applicable law. Additional information concerning these and other factors that may impact our expectations and projections can be found in Lion's periodic filings with the SEC, including Lion's Annual Report on Form 20-F for the fiscal year ended December 31, 2024. Lion's SEC filings are available publicly on the SEC's website at www.sec.gov.

Contacts

Lion Group Holding Ltd.
Tel: +65 8877 3871
Email: ir@liongrouphl.com 

 

View original content:https://www.prnewswire.com/news-releases/lion-announces-plan-to-implement-ads-ratio-change-302617840.html

SOURCE Lion Group Holding Ltd.

FAQ

What is the ADS ratio change for Lion Group (LGHL) and when is it effective?

Lion is changing the ADS ratio from 1 ADS = 2,500 Class A shares to 1 ADS = 32,500 Class A shares, effective on or about November 26, 2025.

How does Lion's ADS ratio change affect ADS holders of LGHL?

For ADS holders the change functions as a one-for-thirteen reverse ADS split: every 13 existing ADSs will be exchanged for 1 new ADS.

Will LGHL ADSs remain listed and what is the ticker after the ADS ratio change?

Yes, ADSs will continue trading on Nasdaq under the same ticker LGHL.

Do LGHL ADS holders need to take action for certificated and uncertificated ADSs?

Registered holders of certificated ADSs must surrender certificates for cancellation; DRS and DTC uncertificated ADSs will be exchanged automatically, no action required.

Will ADS holders be charged fees for the LGHL ADS exchange?

No fees will be charged to ADS holders for the exchange of certificated or uncertificated ADSs.

What happens to fractional ADS entitlements after Lion's ADS ratio change?

Fractional entitlements will be aggregated and sold by the depositary bank, and net cash proceeds will be distributed to applicable ADS holders after fees, taxes, and expenses.