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
UNDER THE SECURITIES EXCHANGE
ACT OF 1934
For the month of July 2025
Commission File Number: 001-39301
LION GROUP HOLDING LTD.
Not Applicable
(Translation of registrant’s
name into English)
Cayman Islands
(Jurisdiction of incorporation
or organization)
10 Ubi Crescent, #06-51 (Office
12), Ubi Techpark
Singapore 408574, Lobby C
(Address of principal executive
office)
Registrant’s phone number,
including area code
+65 8877 3871
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 ☐
Information Contained in this Form 6-K Report
Subsequent Offering under Purchase Agreement.
On July 21, 2025, Lion Group Holdings Ltd. (the
“Company”) consummated its subsequent offering (“Subsequent Offering”) of an additional senior secured convertible
note (the “Subsequent Offering Note”) to an institutional buyer (the “Buyer”) pursuant to the terms of the Securities
Purchase Agreement (the “Purchase Agreement”) and related transaction documents dated June 17, 2025 entered by the Company
and the Buyer as previously disclosed in the current report on Form 6-K filed with the United States Securities and Exchange Commission
(the “Commission”) on June 18, 2025.
At the closing of the Subsequent Offering, the
Company sold to the Buyer the Subsequent Offering Note in the principal amount of $3,000,000. The Subsequent Offering Note was offered
on the same terms as the senior secured convertible notes issued to the Buyer on June 18, 2025.
In connection with the Subsequent Offering, the
Company entered into a Right to Receive Tokens agreement (“Right to Receive Tokens”). Pursuant to the Right to Receive Tokens,
the Buyer or its permitted assignees (the “Holder”) will have the right to receive certain Tokens in accordance with the terms
of the Right to Receive Tokens upon the Holder’s exercise of the right. If the Company fails to deliver certain tokens, the Company
will be required to pay in cash to the Holder an amount calculated based on the number of Tokens and the Tokens’ trading price.
The offer and sale to the Buyer
of the Subsequent Offering Note, as well as the American Depositary Shares of the Company issuable upon conversion of or in payment of
interest on the Subsequent Offering Note, will be made in reliance upon Section 4(a)(2) under the Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder (the “Securities Act”), or upon such other exemption or exclusion from
the registration requirements of the Securities Act as may be available with respect to any or all of the transactions with the Buyer
to be made under the Purchase Agreement.
The foregoing descriptions of
the Subsequent Offering Note and the Right to Receive Tokens are not complete and are qualified in their entirety by reference to the
full text of the form of the Subsequent Offering Note and the form of Right to Receive Tokens, copies of which is filed as Exhibit 10.1
and Exhibit 10.2, respectively, hereto and are incorporated herein by reference.
| Exhibit |
|
Description |
| 10.1 |
|
Form of Subsequent Offering Note |
| 10.2 |
|
Form of Right to Receive Tokens |
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.
Date: July 22, 2025
| |
LION GROUP HOLDING LTD. |
| |
|
| |
By: |
/s/ Chunning Wang |
| |
Name: |
Chunning Wang |
| |
Title: |
Chief Executive Officer and Director |
