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 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
Submission of Matters
to a Vote of Security Holders.
On
July 13, 2026, Lion Group Holding Ltd. (the “Company”) held the Company’s 2026 Annual Meeting of Shareholders (the
“Annual Meeting”). Six items of business were acted upon by the Company’s shareholders at the Annual Meeting, each
of which was approved by the shareholders. The voting results were as follows:
Proposal
No. 1. To elect the following persons as Class II Directors of the Company to continue to act in such capacity upon the expiry of
their current term, pursuant to the Company’s Articles of Association.
| Nominee | |
Share
Class | |
For | | |
Against | | |
Abstain | |
| Sze Hau Lee | |
A1 | |
| 1,326,360,000 | | |
| 1,886,365,000 | | |
| 19,149,845,000 | |
| | |
B2 | |
| 15,572,001,850,000 | | |
| — | | |
| — | |
| | |
| |
| | | |
| | | |
| | |
| Chi Fai Choi | |
A1 | |
| 1,067,692,500 | | |
| 2,145,032,500 | | |
| 19,149,845,000 | |
| | |
B2 | |
| 15,572,001,850,000 | | |
| — | | |
| — | |
| | |
| |
| | | |
| | | |
| | |
| Tak Wing Lo | |
A1 | |
| 1,326,360,000 | | |
| 1,886,365,000 | | |
| 19,149,845,000 | |
| | |
B2 | |
| 15,572,001,850,000 | | |
| — | | |
| — | |
| 1. |
Each Class A Ordinary Share is entitled to one vote per Share. |
| 2. |
Each Class B Ordinary Share is entitled to ten thousand votes per Share. |
Proposal
No. 2. To approve the adoption of the 2026 Employee Share Incentive Plan (the “2026 ESOP”), in the form attached to the
proxy statement, and the issuance of securities pursuant to the terms of the 2026 ESOP is approved and that the directors of the Company
from time to time be authorised to take such action as is required or desirable under the terms of the 2026 Employee Incentive Plan
| Share Class | | |
For | | |
Against | | |
Abstain | |
| | A1 | | |
| 1,193,402,500 | | |
| 1,778,887,500 | | |
| 19,390,280,000 | |
| | B2 | | |
| 15,572,001,850,000 | | |
| — | | |
| — | |
| 1. |
Each Class A Ordinary Share is entitled to one vote per Share. |
| 2. |
Each Class B Ordinary Share is entitled to one hundred votes per Share. |
Proposal
No. 3. Subject to all further requirements prescribed by sections 14A and 14B o f the Companies Act (Revised) of the Cayman Islands
(the Companies Act) relating to a capital reduction supported by a solvency statement being complied with, with effect from the date
on which such conditions are fulfilled, a reduction and reorganization of the share capital of the Company from US$20,000,000,000 divided
into 200,000,000,000,000 shares with a nominal or par value of US$0.0001 each, comprising:
| (a) | 192,497,500,000,000
Class A ordinary shares of a par value of US$0.0001 each; |
| (b) | 7,500,000,000,000
Class B ordinary shares of a par value of US$0.0001 each; and |
| (c) | 2,500,000,000
preferred Shares of a par value of US$0.0001 each; |
to US$20,000,000 divided
into 200,000,000,000,000 shares with a nominal or par value of US$0.0000001 each, comprising:
| (a) | 192,497,500,000,000
Class A ordinary shares of a par value of US$0.0000001 each; |
| (b) | 7,500,000,000,000
Class B ordinary shares of a par value of US$0.0000001 each; and |
| (c) | 2,500,000,000
preferred Shares of a par value of US$0.0000001 each; |
(the “Share Capital
Reduction and Reorganization”)
by implementing the
following steps:
(i) the par value of
each issued and outstanding Class A ordinary share of US$0.0001 par value each and Class B ordinary share of US$0.0001 par value each
in the share capital of the Company be reduced to US$0.0000001 by cancelling US$0.0000999 of the paid-up capital on each of the issued
and outstanding Class A ordinary shares of US$0.0001 par value each and Class B ordinary shares of US$0.0001 par value each (the “Share
Capital Reduction”);
(ii) the credit arising
from the Share Capital Reduction be transferred to a distributable reserve account of the Company which may be utilized by the Company
as the board of directors of the Company may deem fit and as permitted under the Companies Act, the Company’s memorandum and articles
of association, and all relevant applicable laws, including, without limitation, eliminating or setting off any accumulated losses of
the Company (if any) from time to time;
(iii) immediately following
the Share Capital Reduction being effected, each authorised but unissued Class A ordinary share of US$0.0001 par value each be subdivided
into 1,000 Class A ordinary shares of US$0.0000001 par value each; each authorised but unissued Class B ordinary share of US$0.0001 par
value each be subdivided into 1,000 Class B ordinary shares of US$0.0000001 par value each, and each authorised but unissued preferred
share of US$0.0001 par value each be subdivided into 1,000 preferred shares of US$0.0000001 par value each (the “Subdivision”);
and
(iv) immediately following
the Subdivision being effected, the authorised share capital of the Company be altered by the cancellation of such number of unissued
Class A ordinary shares of US$0.0000001 par value each, unissued Class B ordinary shares of US$0.0000001 par value each and unissued
preferred shares of US$0.0000001 par value each that will result in the Company having authorised share capital of US$20,000,000 divided
into 200,000,000,000,000 shares with a nominal or par value of US$0.0000001 each, comprising (a) 192,497,500,000,000 Class A Ordinary
Shares of a par value of US$0.0000001 each; (b) 7,500,000,000,000 Class B Ordinary Shares of a par value of US$0.0000001 each; and (c)
2,500,000,000 preferred Shares of a par value of US$0.0000001 each (the “Cancellation”).
| Share Class | | |
For | | |
Against | | |
Abstain | |
| | A1 | | |
| 952,122,500 | | |
| 2,254,460,000 | | |
| 19,155,987,500 | |
| | B2 | | |
| 15,572,001,850,000 | | |
| — | | |
| — | |
| 1. |
Each Class A Ordinary Share is entitled to one vote per Share. |
| 2. |
Each Class B Ordinary Share is entitled to one hundred votes per Share. |
Proposal
No. 4. Subject to and immediately following the Share Capital Reduction and Reorganization, to approve that the seventh amended and
restated memorandum of association and fifth amended and restated articles of association of the Company be amended to reflect the Share
Capital Reduction and Reorganization, and that Section 6 of the seventh amended and restated memorandum of association be replaced with
the following:
“The
capital of the Company is US$20,000,000 divided into 200,000,000,000,000 shares with a nominal or par value of US$0.0000001 each, comprising
(a) 192,497,500,000,000 Class A Ordinary Shares of a par value of US$0.0000001 each; (b) 7,500,000,000,000 Class B Ordinary Shares of
a par value of US$0.0000001 each; and (c) 2,500,000,000 preferred Shares of a par value of US$0.0000001 each.”
| Share Class | | |
For | | |
Against | | |
Abstain | |
| | A1 | | |
| 934,410,000 | | |
| 2,265,315,000 | | |
| 19,162,845,000 | |
| | B2 | | |
| 15,572,001,850,000 | | |
| — | | |
| — | |
| 1. |
Each Class A Ordinary Share is entitled to one vote per Share. |
| 2. |
Each Class B Ordinary Share is entitled to one hundred votes per Share. |
Proposal
No. 5. To approve the increase by the Company of the number of votes attached to Class B Ordinary Shares of the Company (the “Class
B Ordinary Shares”) from ten thousand (10,000) votes per Class B Ordinary Share to one hundred thousand (100,000) votes per Class
B Ordinary Share (the “Increase of Voting Rights of Class B Ordinary Shares”), and for the Increase of Voting Rights of Class
B Ordinary Shares to be reflected in the amended and restated memorandum of association and amended and restated articles of association
of the Company.
| Share Class | | |
For | | |
Against | | |
Abstain | |
| | A1 | | |
| 710,322,500 | | |
| 1,930,402,500 | | |
| 19,721,845,000 | |
| | B2 | | |
| 15,572,001,850,000 | | |
| — | | |
| — | |
Proposal
No. 6. To approve that the chairman of the annual general meeting be directed to adjourn the annual general meeting to a later date
or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the meeting,
there are not sufficient votes to approve the proposals 1-5.
| Share Class | | |
For | | |
Against | | |
Abstain | |
| | A1 | | |
| 16,869,257,500 | | |
| 5,486,780,000 | | |
| 6,532,500 | |
| | B2 | | |
| 15,572,001,850,000 | | |
| — | | |
| — | |
| 1. |
Each Class A Ordinary Share is entitled to one vote per Share. |
| 2. |
Each Class B Ordinary Share is entitled to one hundred votes per Share. |
As
stated above, the shareholders have approved by a special resolution the amendments to Section 6 of the seventh mended and restated memorandum
of association of the Company with respect to a decrease of authorized shares. The Eight Amended and Restated Memorandum of Association
was filed by the Company with the Cayman Islands Companies Registry to reflect the decrease of authorized shares.
A
copy of the Eighth Amended and Restated Memorandum of Association is attached to this report on Form 6-K as Exhibit 99.1.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Eight
Amended and Restated Memorandum of Association |
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 20, 2026 |
LION GROUP HOLDING LTD. |
| |
|
|
| |
By: |
/s/ Chunning Wang |
| |
Name: |
Chunning Wang |
| |
Title: |
Chief Executive Officer and Director |
Exhibit
99.1
THE COMPANIES ACT
(AS AMENDED)
COMPANY LIMITED
BY SHARES
Eighth AMENDED
AND RESTATED
MEMORANDUM of ASSOCIATION
OF
LION GROUP HOLDING
LTD.
獅子集團控股有限公司
(adopted by a Special Resolution passed on [date])
| 1. | The name of the company is Lion Group Holding Ltd. 獅子集團控股有限公司
(the “Company”). |
| | |
| 2. | The registered office of the Company is situated at the office of Ogier Global (Cayman) Limited, 89 Nexus
Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands, or at such other location within the Cayman Islands as the Directors may from
time to time determine. |
| | |
| 3. | The objects for which the Company is established are unrestricted and the Company shall have full power
and authority to carry out any object not prohibited by any law as provided by Section 7(4) of the Companies Act (as amended) of the Cayman
Islands (the “Companies Act”). |
| | |
| 4. | The Company shall have and be capable of exercising all the functions of a natural person of full capacity
irrespective of any question of corporate benefit as provided by Section 27(2) of the Companies Act. |
| | |
| 5. | The liability of the shareholders of the Company is limited to the amount, if any, unpaid on the shares
respectively held by them. |
| | |
| 6. | The capital of the Company is US$20,000,000 divided into 200,000,000,000,000 shares with a nominal or
par value of US$0.0000001 each, comprising (a) 192,497,500,000,000 Class A Ordinary Shares of a par value of US$0.0000001 each; (b) 7,500,000,000,000
Class B Ordinary Shares of a par value of US$0.0000001 each; and (c) 2,500,000,000 preferred Shares of a par value of US$0.0000001 each.
Subject to the Companies Act and the Articles of Association the Company shall have power to redeem or purchase any of its shares and
to sub-divide or consolidate the said shares or any of them and to issue all or any part of its capital whether original, redeemed, increased
or reduced with or without any preference, priority, special privilege or other rights or subject to any postponement of rights or to
any conditions or restrictions whatsoever and so that unless the conditions of issue shall otherwise expressly provide every issue of
shares whether stated to be ordinary, preference or otherwise shall be subject to the powers on the part of the Company hereinbefore provided.
Shares and other securities of the Company may be issued by the Directors with such preferred, deferred or other special rights, restrictions
or privileges whether in regard to voting, distributions, a return of capital, or otherwise and in such classes and series, if any, as
the Directors may determine. |
