Lion Group Holding Ltd Announces $10 Million Private Placement for the acquisition of Bitcoin (BTC)

Rhea-AI Summary

Lion Group Holding (Nasdaq: LGHL) announced an amendment to its Securities Purchase Agreement to facilitate a subsequent closing of a convertible note facility, raising $9,984,000 in gross proceeds.

The company said it will earmark $8,000,000 of net proceeds to purchase Bitcoin (BTC) for its corporate treasury to add a liquid, institutionally recognized asset alongside its existing Hyperliquid (HYPE) holdings. The subsequent closing is expected on or about December 5, 2025, subject to customary closing conditions, with Chardan acting as sole placement agent.

Positive

• $9,984,000 gross proceeds secured via convertible note facility
• $8,000,000 of net proceeds earmarked for Bitcoin treasury allocation
• Chardan named as sole placement agent for the subsequent closing

Negative

• Bitcoin allocation increases corporate treasury exposure to crypto volatility
• Subsequent closing is subject to customary conditions, expected ~Dec 5, 2025

News Market Reaction

-15.96% 137.3x vol

13 alerts

-15.96% News Effect

-48.7% Trough in 30 hr 51 min

-$501K Valuation Impact

$3M Market Cap

137.3x Rel. Volume

On the day this news was published, LGHL declined 15.96%, reflecting a significant negative market reaction. Argus tracked a trough of -48.7% from its starting point during tracking. Our momentum scanner triggered 13 alerts that day, indicating notable trading interest and price volatility. This price movement removed approximately $501K from the company's valuation, bringing the market cap to $3M at that time. Trading volume was exceptionally heavy at 137.3x the daily average, suggesting significant selling pressure.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Convertible note proceeds: $9,984,000 BTC allocation: $8,000,000 Expected closing date: December 5, 2025 +5 more

8 metrics

Convertible note proceeds $9,984,000 Gross proceeds from subsequent closing under convertible note facility

BTC allocation $8,000,000 Net proceeds earmarked to purchase Bitcoin for corporate treasury

Expected closing date December 5, 2025 Target date for subsequent closing, subject to customary conditions

Resale share coverage 14,580,732,500 shares Class A ordinary shares covered by amended Form F-3 prospectus

ADS amount 5,832,293 ADSs ADSs corresponding to covered Class A ordinary shares

Note facility size $600 million Maximum senior secured convertible notes sale under Securities Purchase Agreement

Initial June note $11 million Senior secured convertible note issued in June under SPA

Subsequent July note $3 million Senior secured convertible note issued in July under SPA

Market Reality Check

Price: $1.49 Vol: Volume 329,219 is about 0...

low vol

$1.49 Last Close

Volume Volume 329,219 is about 0.47x the 20-day average of 706,077, indicating subdued trading activity into this news. low

Technical Shares trade below the 200-day MA of 32.46, with the stock at 4.35, reflecting a sustained downtrend before this announcement.

Peers on Argus

LGHL showed weakness while key peers were mixed: MIGI was down 10.66%, whereas N...

2 Up 1 Down

LGHL showed weakness while key peers were mixed: MIGI was down 10.66%, whereas NCPL and WAI were up 4.72% and 8.09% respectively. With no same-day peer news and only one peer moving down, the reaction appeared more company-specific than sector-driven.

Historical Context

5 past events · Latest: Dec 04 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 04	Crypto financing move	Positive	-16.0%	Convertible note proceeds to add BTC to treasury alongside existing HYPE exposure.
Nov 19	ADS ratio change	Negative	-8.1%	One-for-thirteen reverse ADS split to adjust ADS ratio and share structure.
Sep 11	Treasury asset swap	Positive	-13.5%	Completed exchange of SUI into HYPE via BitGo, concentrating digital treasury in HYPE.
Sep 08	Treasury reallocation plan	Positive	+11.1%	Announced plan to convert SOL and SUI into HYPE following new institutional custody.
Jul 23	Crypto accumulation	Positive	-8.5%	Additional SUI purchases lifting crypto treasury investments to <b>$9.6 million</b> total.

Pattern Detected

Recent history shows LGHL often experiencing negative price reactions following strategic crypto treasury moves or capital structure actions, with several such announcements followed by immediate declines despite largely strategic or neutral language.

Recent Company History

This announcement continues LGHL’s pattern of active digital asset treasury management and capital structure adjustments. In July 2025, the company expanded SUI holdings to a total of $9.6 million across multiple tokens. In September 2025, it began and then completed conversions of SOL and SUI into HYPE via BitGo, reshaping its treasury mix. A planned ADS ratio change was disclosed in November 2025. Today’s move adds a Bitcoin allocation funded via a convertible note facility, layering BTC onto an already HYPE-focused treasury strategy.

Regulatory & Risk Context

Active S-3 Shelf · $600 million

Shelf Active

Active S-3 Shelf Registration 2025-11-12

$600 million registered capacity

An active amended Form F-3 shelf dated 2025-11-12 allows resale of up to 14,580,732,500 Class A shares (in 5,832,293 ADSs) tied to senior secured convertible debentures. Under a Securities Purchase Agreement, the company may sell up to $600 million of senior secured convertible notes, indicating substantial potential issuance capacity alongside today’s convertible note facility activity.

Market Pulse Summary

The stock dropped -16.0% in the session following this news. A negative reaction despite strategic n...

Analysis

The stock dropped -16.0% in the session following this news. A negative reaction despite strategic news fits LGHL’s recent pattern, where prior crypto treasury and structure changes often coincided with declines. The announcement used $9.984 million in new convertible note proceeds, earmarking $8 million for Bitcoin while an amended Form F-3 covers substantial resale capacity and up to $600 million in senior secured convertible notes. Such overhang and financing complexity could have amplified downside pressure following the Bitcoin-focused treasury shift.

Key Terms

Securities Purchase Agreement, convertible note, private placement, corporate treasury, +2 more

6 terms

Securities Purchase Agreement financial

"entered into an amendment to its previously announced Securities Purchase Agreement ("SPA")"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

convertible note financial

"subsequent closing under its convertible note facility, totaling $9,984,000"

A convertible note is a type of loan that a company gets from investors, which can later be turned into company shares instead of being paid back in cash. It matters because it helps startups raise money quickly without setting a fixed value for the company right away, making it easier to grow and attract investors.

private placement financial

"Announces $10 Million Private Placement for the acquisition of Bitcoin (BTC)"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

corporate treasury financial

"purchase of Bitcoin (BTC) for its corporate treasury"

Corporate treasury is the department within a company responsible for managing its money, financial risks, and funding needs. It ensures there is enough cash to cover daily operations, plans for future financial requirements, and protects against financial uncertainties. Effective treasury management is important to investors because it helps the company stay financially healthy and capable of supporting growth and stability.

Bitcoin (BTC) technical

"purchase of Bitcoin (BTC) for its corporate treasury"

Bitcoin (BTC) is a type of digital money that exists only online and is not controlled by any government or bank. It allows people to send value directly to each other through the internet, much like sending an email but with money. For investors, it represents a new kind of asset that can potentially grow in value and offer an alternative to traditional currencies.

Form 6-K regulatory

"qualified in its entirety by reference to the full text of the Company's current report on Form 6-K"

A Form 6-K is a report that companies listed in certain countries file to provide important updates, such as financial results, corporate changes, or other significant information, to regulators and investors. It functions like an official company update or news release, helping investors stay informed about developments that could affect their investment decisions.

AI-generated analysis. Not financial advice.

SINGAPORE, Dec. 4, 2025 /PRNewswire/ -- Lion Group Holding Ltd. (Nasdaq: LGHL) ("LGHL" or the "Company") today announced it has entered into an amendment to its previously announced Securities Purchase Agreement ("SPA") to facilitate a subsequent closing under its convertible note facility, totaling $9,984,000 in gross proceeds.

Strategic Rationale for Bitcoin Allocation

The Company will earmark $8 million of net proceeds for the purchase of Bitcoin (BTC) for its corporate treasury. While LGHL remains focused on opportunities within the Hyperliquid (HYPE) ecosystem, the addition of a liquid, institutionally recognized asset is intended to enhance the Company's corporate treasury:

• Current Market Dynamics: The Company believes current "market cooldown" across digital assets offers an attractive entry point, while adoption of BTC as a liquid asset to preserve capital value continues.
• Strategic Flexibility: BTC's liquidity and volatility provide stability and diversification for the balance sheet, as well as flexibility for strategic activities.

Wilson Wang, CEO of LGHL commented: "Our digital asset strategy is designed to capture opportunities while maintaining a disciplined approach to risk. We believe increasing our Bitcoin exposure at this juncture enhances our corporate treasury currently primarily comprised of HYPE. We believe current market conditions present a favorable accumulation window, supported by a broader "flight to quality" and the continued adoption of Bitcoin as a durable macro asset."

The Company will continue to actively manage its corporate treasury and may reallocate among digital assets, subject to market conditions. The subsequent closing is expected to close on or about December 5, 2025, subject to the satisfaction of customary closing conditions.

Chardan is acting as sole placement agent in connection to the subsequent closing.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Company's current report on Form 6-K dated December 4, 2025.

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 swap (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; competition in the industry; relevant government policies and regulations relating to our industry; general economic and business conditions globally; proposed crypto asset management operations; 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-group-holding-ltd-announces-10-million-private-placement-for-the-acquisition-of-bitcoin-btc-302632588.html

SOURCE Lion Group Holding Ltd.

FAQ

What did Lion Group Holding (LGHL) announce on December 4, 2025 regarding financing?

LGHL announced an amendment to its SPA to enable a subsequent closing of a convertible note facility raising $9,984,000 in gross proceeds.

How much of LGHL's proceeds will be used to buy Bitcoin (BTC)?

The company will earmark $8,000,000 of net proceeds to purchase Bitcoin for its corporate treasury.

When is the LGHL subsequent closing expected to occur for the convertible notes?

The subsequent closing is expected to occur on or about December 5, 2025, subject to customary closing conditions.

What impact does LGHL say the Bitcoin purchase has on its treasury strategy?

LGHL said adding BTC provides liquidity, diversification, and strategic flexibility alongside its HYPE holdings.

Who is the placement agent for LGHL's subsequent closing of the convertible note facility?

Chardan is acting as the sole placement agent for the subsequent closing.