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 October 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
Submission of Matters to a Vote of Security
Holders.
On September 29, 2025, Lion
Group Holding Ltd. (the “Company”) held the Company’s 2025 Annual Meeting of Shareholders (the “Annual Meeting”).
Five 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 I Directors of the Company, pursuant to the Company’s Articles of Association.
| Nominee | |
Share Class | |
For | | |
Against | | |
Abstain | |
| Yan Zhang | |
A1 | |
| 82,265,000 | | |
| 38,110,000 | | |
| 65,300,000 | |
| | |
B2 | |
| 64,887,845 | | |
| - | | |
| - | |
| Chi Fai Choi | |
A1 | |
| 82,730,000 | | |
| 37,640,000 | | |
| 65,305,000 | |
| | |
B2 | |
| 64,887,845 | | |
| - | | |
| - | |
| 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
ratify, confirm, approve and adopt the appointment of GGF CPA LTD as auditor of the Company for the fiscal year ending December 31, 2025,
and to authorize the board of directors of the Company to fix the remuneration of the auditor.
| Share Class |
|
|
For |
|
|
Against |
|
|
Abstain |
|
| |
A1 |
|
|
|
168,507,500 |
|
|
|
12,410,000 |
|
|
|
4,757,500 |
|
| |
B2 |
|
|
|
64,887,845 |
|
|
|
- |
|
|
|
- |
|
| 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. 3a. To approve by a ordinary resolution the increase of the Company’s authorized share capital from US$20,000,000 divided
into 200,000,000,000 shares of a par value of US$0.0001 each, comprising of 190,000,000,000 Class A ordinary shares, 7,500,000,000 Class
B ordinary shares, and 2,500,000,000 preferred shares of a par value of US$0.0001 each, by the creation of an additional 192,307,500,000,000
Class A ordinary shares and 7,492,500,000,000 Class B ordinary shares, of a par value of US$0.0001 each, such that the authorized share
capital shall be US$20,000,000,000 divided into 200,000,000,000,000 shares of a par value of US$0.0001 each, comprising of 192,497,500,000,000
Class A ordinary shares, 7,500,000,000,000 Class B ordinary shares, and 2,500,000,000 preferred shares of a par value of US$0.0001 each.
| Share Class |
|
|
For |
|
|
Against |
|
|
Abstain |
|
| |
A1 |
|
|
|
58,937,500 |
|
|
|
125,487,500 |
|
|
|
1,250,000 |
|
| |
B2 |
|
|
|
64,887,845 |
|
|
|
- |
|
|
|
- |
|
| 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. 3b. To approve
by a special resolution that Section 6 of the sixth amended and restated memorandum of association of the Company be replaced with the
following:
“6. The capital of the
Company is 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. 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.”
| Share Class |
|
|
For |
|
|
Against |
|
|
Abstain |
|
| |
A1 |
|
|
|
59,257,500 |
|
|
|
125,162,500 |
|
|
|
1,255,000 |
|
| |
B2 |
|
|
|
64,887,845 |
|
|
|
- |
|
|
|
- |
|
| 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. 4. 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 1-3.
| Share Class |
|
|
For |
|
|
Against |
|
|
Abstain |
|
| |
A1 |
|
|
|
80,620,000 |
|
|
|
100,190,000 |
|
|
|
4,865,000 |
|
| |
B2 |
|
|
|
64,887,845 |
|
|
|
- |
|
|
|
- |
|
| 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. |
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: October 1, 2025 |
LION GROUP HOLDING LTD. |
| |
|
|
| |
By: |
/s/ Chunning Wang |
| |
Name: |
Chunning Wang |
| |
Title: |
Chief Executive Officer and Director |
