[6-K] Lion Group Holding Ltd Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Lion Group Holding Ltd. discloses share class voting rights and specific share counts for certain holders. The filing states that Class A ordinary shares carry one vote each while Class B ordinary shares carry 10,000 votes each. The document lists repeated entries of B2: 64,887,845 shares and shows holdings associated with Chi Fai Choi including figures shown as 82,730,000, 37,640,000 and 65,305,000. The report is signed by Chunning Wang in the capacity of Chief Executive Officer and Director. The filing contains no financial results, transactions, or total outstanding share counts to provide ownership percentages.

Positive

• Voting structure clearly disclosed: Class A = one vote; Class B = 10,000 votes per share.
• Specific share counts provided for named parties: repeated B2 figure of 64,887,845 and numeric entries for Chi Fai Choi.

Negative

• No aggregate share totals or ownership percentages, so investor stake and control cannot be quantified from this filing.
• No financial results, transactions, or change-in-ownership details are included to indicate any material event.
• Repeated entries without context (multiple identical B2 lines) reduce clarity about whether these are duplicative or distinct disclosures.

Insights

Financial Analyst

TL;DR: Filing confirms voting structure and specific share counts but provides no financial metrics or ownership percentages.

The disclosure lists the voting rights for two classes of ordinary shares and records multiple identical B2 share entries of 64,887,845. It also reports numeric holdings tied to an individual named Chi Fai Choi. There is no information on total issued shares, percent ownership, changes in holdings, or any financial performance metrics. For investors, the document clarifies voting asymmetry but does not offer material financial or transactional data to change valuation assumptions.

Corporate Governance Expert

TL;DR: Governance detail: dual-class voting power is explicit; disclosure lacks context on control implications.

The filing plainly states a two-class structure where Class B shareholders hold 10,000 votes per share versus one vote for Class A, which indicates significant voting concentration potential. Specific share counts are provided for B2 and for an individual, but absent are aggregate share totals, beneficiary relationships, or any transfer/transaction details. The disclosure is useful for understanding voting mechanics but insufficient to assess control changes or dilution effects.

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.

1

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.

2

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

3

FAQ

What voting rights are disclosed for Lion Group (LGHL) share classes?

The filing states Class A ordinary shares carry one vote each and Class B ordinary shares carry 10,000 votes each.

How many B2 shares are listed in the filing for LGHL?

The document shows repeated entries of B2: 64,887,845 shares.

Does the filing show total outstanding shares or ownership percentages for LGHL?

No. The filing provides specific share counts for certain entries but does not disclose total outstanding shares or ownership percentages.

Are there any financial results or transactions reported in this LGHL filing?

No. The content contains no financial results, transactions, or change-of-ownership events.

Who signed the filing on behalf of Lion Group (LGHL)?

The report is signed by Chunning Wang in the capacity of Chief Executive Officer and Director.