Lion Group (LGHL) completes smaller US$2,650,000 first closing under waiver
Rhea-AI Filing Summary
Lion Group Holding Ltd. has amended its share purchase arrangement with Amazon Capital Holding Limited by waiving the original requirement that the first closing total an aggregate purchase price of US$5,000,000. Instead, the first closing will now be completed using the US$2,650,000 already received from the purchaser, with each Class A ordinary share priced at $0.0000665, or $2.1624 per ADS, equal to 80% of the average closing price over the prior 20 trading days. The securities will be issued in a private placement relying on exemptions under Section 4(a)(2) of the Securities Act. Lion Group also commits to publicly file this waiver and related material information, terminates prior confidentiality obligations, and confirms the purchaser will not hold undisclosed material non‑public information after the filing.
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Insights
Lion Group closes a smaller first tranche but secures US$2,650,000 financing on agreed discount terms.
Lion Group Holding Ltd. originally expected a first closing of
This adjustment reduces immediate capital inflow versus the initial structure but confirms completion of the first closing on a smaller amount instead of delaying or risking it. The waiver does not, in this excerpt, alter the subsequent tranches of
The document also includes robust disclosure and cleansing provisions. By committing to a Form 6-K filing attaching the waiver and stating that confidentiality obligations have terminated, Lion Group indicates that the purchaser will not retain material non-public information after the
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 January 2026
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
Waiver under Purchase Agreement.
On November 8, 2024, Lion Group Holdings Ltd. (the “Company”) entered into a Share Purchase Agreement (“Purchase Agreement”) with Amazon Capital Holding Limited (the “Purchaser”). Pursuant to the Purchase Agreement, the Purchaser shall purchase from the Company within six months from the date of the Purchase Agreement (the “First Closing”), the Company’s Class A ordinary shares for an aggregate purchase price of US$5,000,000. The per share purchase price shall be equal to 80% of the average market price of the Company’s ordinary shares, calculated by reference to the average closing price of the Company’s American Depositary Shares (“ADSs”) with applicable ADS ratio over the 20 consecutive trading days immediately preceding the Company’s receipt of the aggregate purchase price of US$5,000,000.
As of the date of this Report, the Company has received US$2,650,000 in purchase price from the Purchaser under the Purchase Agreement (“Current Purchase Amount”).
On January 15, 2026, the Company entered into a Waiver with the Purchaser to waive the Purchaser’s aggregate purchase price of US$5,000,000 for the First Closing, and instead shall close the First Closing with the Current Purchase Amount at unit purchase price of $0.0000665 per Class A ordinary share or $2.1624 per ADS.
The offer and sale to the Purchaser under the Purchase Agreement, as well as the Class A ordinary shares or ADSs of the Company issuable upon the First Closing or any other closings stipulated under the Purchase Agreement, 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 Purchaser to be made under the Purchase Agreement.
The foregoing descriptions of the Waiver are not complete and are qualified in their entirety by reference to the full text of the Waiver, a copy of which is filed as Exhibit 10.1, hereto and are incorporated herein by reference.
| Exhibit | Description | |
| 10.1 | Waiver dated January 15, 2026 |
1
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: January 20, 2026
| LION GROUP HOLDING LTD. | ||
| By: | /s/ Chunning Wang | |
| Name: | Chunning Wang | |
| Title: | Chief Executive Officer and Director | |
2
Exhibit 10.1
Execution Version
WAIVER
This Waiver (this “Waiver”) is dated as of January 15, 2026, by and between Lion Group Holding Ltd., a Cayman Islands exempt company (the “Company”), and Amazon Capital Holding Limited (the “Purchaser”). Unless otherwise specified herein, capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Share Purchase Agreement (the “SPA”) entered by and between the Company on November 8, 2024.
A. The Company and the Purchaser are parties to the SPA, pursuant to which such the Purchaser shall purchase from the Company (i) an aggregate purchase price of US$5,000,000 for the Shares within six months after the date of the SPA with the per Share purchase price equal to 80% of the average closing price of the Ordinary Shares which shall be calculated as the average closing price of the ADSs with applicable ADS Ratio over the 20 consecutive trading days preceding the date when the Company receives an aggregate purchase price of US$5,000,000; (ii) an aggregate purchase price of US$10,000,000 for the Shares within six months after the First Closing Date with the per Share purchase price equal to 80% of the average closing price of the Ordinary Shares which shall be calculated as the average closing price of the ADSs with applicable ADS Ratio over the 20 consecutive trading days preceding the date when the Company receives an aggregate purchase price of US$10,000,000; and (iii) an aggregate purchase price of US$15,000,000 for the Shares within six months after the Second Closing Date with the per Share purchase price equal to 80% of the average closing price of the Ordinary Shares which shall be calculated as the average closing price of the ADSs with applicable ADS Ratio over the 20 consecutive trading days preceding the date when the Company receives an aggregate purchase price of US$15,000,000.
B. As of the date of this Waiver, the Company has received US$2,650,000 (the “Current Purchase Amount”) from the Purchaser;
C. The Company and the Purchase desire to close the First Closing with the Current Purchase Amount;
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser hereby agrees as follows:
1. First Closing. Effective as of the date of this Waiver, the Company hereby waives the $5,000,000 purchase requirement for the First Closing and agrees to proceed with the First Closing with the Current Purchase Amount with Class A ordinary share purchase price at $0.0000665 per share or $2.1624 per ADS (equal to 80% of the average closing price of the Ordinary Shares, which shall be calculated as the average closing price of the ADSs with applicable ADS Ratio over the 20 consecutive trading days preceding the date hereof) by delivering the Class A ordinary share and/or ADSs to the Purchaser or its assignees;
2. Disclosure. On or before 8:30 a.m., New York City time, on January 21, 2026, the Company shall file a Current Report on Form 6-K describing any material non-public information the Company may have provided to the Purchaser in relation to this Waiver or otherwise in the form required by the 1934 Act and attaching this Waiver as exhibits to such filing (the “6-K Filing”). From and after the filing of the 6-K Filing with the SEC, the Purchaser shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents. In addition, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents on the one hand, and the Purchaser or any of its affiliates on the other hand, has terminated as of the date hereof and is of no further force or effect. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Purchaser with any material, non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Purchaser. To the extent that the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates employees or agents delivers any material, non-public information to any Purchaser without the Purchaser’s consent, the Company hereby covenants and agrees that the Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents not to trade on the basis of, such material, non-public information. The Company understands and confirms that the Purchaser will rely on the foregoing representations in effecting transactions in securities of the Company.
3. No Third Party Beneficiaries. This Waiver is intended for the benefit of the parties hereto and their respective permitted successors and assignees, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.
4. Counterparts. This Waiver may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. In the event that any signature is delivered by facsimile transmission or by an e- mail which contains a portable document format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.
5. No Strict Construction. The language used in this Waiver will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.
6. Headings. The headings of this Waiver are for convenience of reference and shall not form part of, or affect the interpretation of, this Waiver.
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7. Severability. If any provision of this Waiver is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Waiver so long as this Waiver as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).
8. Amendments. No provision of this Waiver may be amended other than by an instrument in writing signed by the Company and the Purchaser.
9. Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Waiver and the consummation of the transactions contemplated hereby.
10. Successors and Assigns. This Waiver shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.
11. Governing Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Waiver shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Waiver and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WAIVER OR ANY TRANSACTION CONTEMPLATED HEREBY.
12. Ratification. Except as otherwise expressly provided herein, the Transaction Documents, are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects.
13. Miscellaneous. Article V of the SPA (as amended hereby) is hereby incorporated by reference herein, mutatis mutandis.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the undersigned and the Company have caused their respective signature page to this Waiver to be duly executed as of the date first written above.
| COMPANY: | |||
| LION GROUP HOLDING LTD. | |||
| By: | /s/ Chunning Wang | ||
| Name: | Chunning Wang | ||
| Title: | Chief Executive Officer and Director | ||
[Signature Page to Waiver – January 2026]
IN WITNESS WHEREOF, the undersigned and the Company have caused their respective signature page to this Waiver to be duly executed as of the date first written above.
 | ||
| Purchaser: | ||
| Amazon Capital Holding Limited |
| By: | /s/ Yang Zhanyi | ||
| Name: | YANG ZHANYI | ||
| Title: | Director | ||
[Signature Page to Waiver – January 15 2026]
FAQ
What did Lion Group Holding Ltd. (LGHL) change in the share purchase agreement?
Lion Group Holding Ltd. agreed with Amazon Capital Holding Limited to waive the original requirement that the first closing under their share purchase agreement total an aggregate purchase price of US$5,000,000. Instead, the first closing will be completed using the US$2,650,000 already received from the purchaser.
How much funding is Lion Group (LGHL) receiving at the first closing under the waiver?
Under the waiver, Lion Group will complete the first closing with the US$2,650,000 already received from Amazon Capital Holding Limited, rather than the originally contemplated US$5,000,000 for the first tranche.
At what price will Lion Group (LGHL) issue shares and ADSs in this first closing?
The waiver sets the purchase price at $0.0000665 per Class A ordinary share or $2.1624 per ADS, which equals 80% of the average closing price of the ADSs over the 20 consecutive trading days preceding the date of the waiver.
Under which securities law exemption is Lion Group (LGHL) issuing these shares?
The offer and sale of Lion Group’s Class A ordinary shares or ADSs to Amazon Capital Holding Limited will be made in reliance on Section 4(a)(2) of the Securities Act of 1933 and other available exemptions from the registration requirements.
What disclosure and confidentiality steps are tied to this Lion Group (LGHL) waiver?
Lion Group will file a Form 6-K describing any material non-public information provided to the purchaser and attach the waiver as an exhibit. The company confirms that, after this filing, the purchaser will not be in possession of material, non-public information from Lion Group and that prior confidentiality obligations between the parties have terminated.
Who are the parties to Lion Group’s (LGHL) waiver and what agreement does it amend?
The waiver is between Lion Group Holding Ltd. and Amazon Capital Holding Limited. It modifies the terms of their existing Share Purchase Agreement dated November 8, 2024, specifically the funding requirement for the first closing.
