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Lion Group (LGHL) explores full acquisition of Aquila Hash under non-binding MOU

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Lion Group Holding Ltd. has signed a non-binding memorandum of understanding with Aquila Hash, Inc. for the potential acquisition of 100% of Aquila Hash’s outstanding capital stock. The parties have agreed to a 60-day mutual due diligence and exclusivity period, after which they may negotiate a definitive acquisition agreement.

The memorandum is non-binding apart from customary provisions, and there is no assurance a final agreement will be signed or that the transaction will close. Lion Group also issued a press release about this potential transaction, which has been filed as an exhibit.

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Negative

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Insights

Non-binding MOU opens a 60-day window for a potential acquisition.

Lion Group Holding Ltd. has entered a non-binding memorandum of understanding to potentially acquire 100% of Aquila Hash, Inc.. The document sets a framework for discussion but leaves key terms such as structure and consideration for later negotiation in a definitive agreement.

The 60-day mutual due diligence and exclusivity period is important because it gives both sides time to review business, legal, and financial details while limiting competing negotiations. However, the MOU is explicitly non-binding except for customary provisions, so either party can ultimately walk away.

Because no purchase price or financing terms are disclosed and the transaction is not assured, the immediate financial impact is unclear. Future filings describing any signed definitive agreement would provide more concrete information on valuation, funding, and integration plans.

Due diligence and exclusivity period 60 days Mutual due diligence and exclusivity under the MOU
Agreement date June 18, 2026 Date Lion Group entered the memorandum of understanding
Stake contemplated 100% of capital stock Potential acquisition of all issued and outstanding Aquila Hash shares
memorandum of understanding regulatory
"entered into a memorandum of understanding (the “Memorandum of Understanding”)"
A memorandum of understanding (MOU) is a formal agreement between two or more parties that outlines their shared intentions and plans to work together. It acts like a handshake in writing, clarifying each side’s roles and expectations before any official contract is signed. For investors, an MOU signals that parties are serious about collaboration, which can influence future business opportunities and potential growth.
mutual due diligence financial
"provides for a mutual due diligence and exclusivity period of 60 days"
exclusivity period financial
"mutual due diligence and exclusivity period of 60 days"
An exclusivity period is a set amount of time during which only one party has the right to buy, sell, or make a deal with an asset or opportunity. For investors, it matters because it limits competition and gives the holder a guaranteed window to decide or act without interference from others, similar to having a temporary special right or first chance to make a move.
non-binding regulatory
"The Memorandum of Understanding is non-binding except for certain customary provisions"
"Non-binding" describes an agreement or statement that does not legally require the parties involved to follow through with its terms. It’s like a handshake or a written promise that shows intent but isn’t enforceable by law. For investors, understanding whether an agreement is binding or non-binding helps gauge how seriously the parties are committed and how much weight to give to the promises made.
definitive agreement regulatory
"terms of the proposed transaction ... will be set forth in a definitive agreement"
A definitive agreement is a formal, legally binding document that outlines the final terms and conditions of a deal or transaction, such as a sale or partnership. It acts like a detailed contract that confirms all parties have agreed on the key details, making the deal official. For investors, it signals that the agreement is settled and moving toward completion, providing clarity and security about the transaction.
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Form 6-K: How Foreign Companies Report to the SEC →

 

 

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 June 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 ☐

 

 

 

 

 

 Entry into a Memorandum of Understanding.

 

On June 18, 2026, Lion Group Holding Ltd. (the “Company”) entered into a memorandum of understanding (the “Memorandum of Understanding”) attached as Exhibit 10.1 herein with Aquila Hash, Inc. (“Aquila Hash”), a Delaware corporation, for the potential acquisition by the Company of 100% of the issued and outstanding capital stock of Aquila Hash.

 

The Memorandum of Understanding provides for a mutual due diligence and exclusivity period of 60 days and contemplates that the terms of the proposed transaction, including structure and consideration, will be set forth in a definitive agreement to be negotiated by the parties. The Memorandum of Understanding is non-binding except for certain customary provisions, and there can be no assurance that any definitive agreement will be entered into or that the transaction will be completed.

 

The Company has issued a press release to announce the Memorandum of Understanding, which is included as Exhibit 10.2 herein.

 

Exhibits.

 

The following exhibits are being filed herewith:

 

Exhibit   Description
10.1   Memorandum of Understanding
10.2   Press release, dated June 18, 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: June 18, 2026

 

  LION GROUP HOLDING LTD.
   
  By: /s/ Chunning Wang
  Name:  Chunning Wang
  Title: Chief Executive Officer and Director

 

2

Source: View Original Filing on SEC EDGAR

FAQ

What did Lion Group Holding Ltd. (LGHL) announce regarding Aquila Hash?

Lion Group Holding Ltd. signed a non-binding memorandum of understanding to explore acquiring 100% of Aquila Hash, Inc. The document outlines intentions and process but leaves transaction structure and consideration to a future definitive agreement, which may or may not be completed.

Is the Aquila Hash acquisition by LGHL guaranteed to happen?

The acquisition is not guaranteed. The memorandum of understanding is expressly non-binding except for customary provisions. It states there can be no assurance any definitive agreement will be entered into or that the potential acquisition of Aquila Hash will be completed.

What is the 60-day period mentioned in LGHL’s memorandum of understanding?

The memorandum of understanding provides a 60-day mutual due diligence and exclusivity period. During these 60 days, Lion Group and Aquila Hash can review each other’s information and negotiate, while agreeing not to pursue competing transactions related to this potential deal.

What will be included in the definitive agreement between LGHL and Aquila Hash if signed?

Any definitive agreement would set out detailed terms of the proposed transaction, including deal structure and consideration. These specifics are not in the current memorandum of understanding and would only be finalized if both parties successfully negotiate and sign a binding contract.

Did Lion Group Holding Ltd. issue a press release about the Aquila Hash MOU?

Yes. Lion Group issued a press release announcing the memorandum of understanding with Aquila Hash. That press release has been filed as Exhibit 10.2, alongside the memorandum of understanding itself, which is filed as Exhibit 10.1 in the same report.

What ownership level of Aquila Hash is LGHL considering acquiring?

Lion Group is considering acquiring 100% of the issued and outstanding capital stock of Aquila Hash, Inc. This would represent a full ownership acquisition if a definitive agreement is reached and the contemplated transaction is ultimately completed.

Filing Exhibits & Attachments

2 documents

Agreements & Contracts