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

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.

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

Argus Dec 4 session

-15.77% close to close Open Argus

Details

News Market Reaction – LGHL

In the Dec 4 session, LGHL declined 15.77%, reflecting a significant negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock dropped -15.8% in the session following this news. A negative reaction despite strategic n...

Analysis

The stock dropped -15.8% 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 Figures

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

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

Historical Context

5 past events · Latest: Dec 04

5 events

1. Dec 04

   Crypto financing move

   24h Move

   -16.0%

   Convertible note proceeds to add BTC to treasury alongside existing HYPE exposure.

2. Nov 19

   ADS ratio change

   24h Move

   -8.1%

   One-for-thirteen reverse ADS split to adjust ADS ratio and share structure.

3. Sep 11

   Treasury asset swap

   24h Move

   -13.5%

   Completed exchange of SUI into HYPE via BitGo, concentrating digital treasury in HYPE.

4. Sep 08

   Treasury reallocation plan

   24h Move

   +11.1%

   Announced plan to convert SOL and SUI into HYPE following new institutional custody.

5. Jul 23

   Crypto accumulation

   24h Move

   -8.5%

   Additional SUI purchases lifting crypto treasury investments to $9.6 million total.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

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 sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

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.

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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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.