Lion Group sets $20M capital, 200 trillion shares

Rhea-AI Filing Summary

Lion Group Holding Ltd (LGHL) reports that its shareholders approved a Share Capital Reduction and Reorganization at the July 13, 2026 annual general meeting, including a share capital reduction, subdivision of authorised but unissued shares, cancellation of unissued shares, and amendments to its Amended and Restated Memorandum and Articles of Association.

The company filed the related minute and amended charter documents with the Cayman Islands Registrar of Companies on July 21, 2026, and the Registrar approved the Share Capital Reduction and Reorganization on September 2, 2026, with retrospective effect to July 21, 2026. Following this, the company’s authorised share capital is now US$20,000,000, divided into 200,000,000,000,000 ordinary shares of par value US$0.0000001 each, comprising 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 the same par value.

Key Figures

Authorised share capital: US$20,000,000 Authorised ordinary shares: 200,000,000,000,000 ordinary shares Par value per share: US$0.0000001 per share +5 more

8 metrics

Authorised share capital US$20,000,000 Total authorised share capital after Share Capital Reduction and Reorganization

Authorised ordinary shares 200,000,000,000,000 ordinary shares Total authorised ordinary shares after reorganization

Par value per share US$0.0000001 per share Par value of each ordinary and preferred share after reorganization

Authorised Class A ordinary shares 192,497,500,000,000 shares Authorised Class A ordinary shares following reorganization

Authorised Class B ordinary shares 7,500,000,000,000 shares Authorised Class B ordinary shares following reorganization

Authorised preferred shares 2,500,000,000 shares Authorised preferred shares following reorganization

AGM approval date July 13, 2026 Date shareholders approved the Share Capital Reduction and Reorganization

Registrar approval date September 2, 2026 Date Cayman Islands Registrar of Companies approved the reorganization

Key Terms

Share Capital Reduction and Reorganization, authorised but unissued shares, Amended and Restated Memorandum and Articles of Association, Registrar of Companies, +1 more

5 terms

Share Capital Reduction and Reorganization financial

"shareholders approved a series of resolutions to reduce and reorganize the Company’s share capital (the “Share Capital Reduction and Reorganization”)"

authorised but unissued shares financial

"these resolutions included ... a subdivision of authorised but unissued shares"

Amended and Restated Memorandum and Articles of Association regulatory

"an amendment to the Company’s Amended and Restated Memorandum and Articles of Association"

A document that replaces and combines a company’s core governing papers into a single, updated set of rules spelling out the company’s purpose, share structure, voting rights and how decisions are made. Think of it as rewriting and consolidating a household’s rulebook so everyone knows who controls what and how major choices are handled. Investors watch these changes because they can alter ownership rights, governance, dividend policy and takeover protections, affecting value and control.

Registrar of Companies regulatory

"filed ... with the Registrar of Companies in the Cayman Islands (the “ROC”)"

A registrar of companies is the government office that creates and maintains the official public record of businesses, including registrations, ownership, directors, and filed financial or legal documents. Investors use it like a public library of company records to verify that a firm is legally registered, check who controls it, confirm required filings have been made, and spot liens or compliance problems that could affect the company’s value or risk.

preferred shares financial

"2,500,000,000 preferred shares, of US$0.0000001 par value each"

Preferred shares are a type of investment that gives investors priority over common shareholders when it comes to receiving dividends and getting their money back if a company is sold or liquidated. Think of them as a safer, more predictable way to earn income from a company's profits, similar to a fixed-return investment, but without voting rights. This makes preferred shares appealing to those seeking stable income with a higher claim on assets than regular stockholders.

FAQ

What corporate action did Lion Group Holding Ltd (LGHL) report in this Form 6-K?

Lion Group Holding Ltd reported completion of a Share Capital Reduction and Reorganization, involving share capital reduction, subdivision and cancellation of certain authorised but unissued shares, and amendments to its Amended and Restated Memorandum and Articles of Association.

When did the Lion Group Holding Ltd (LGHL) share capital changes become effective?

The share capital changes became effective on July 21, 2026. The Cayman Islands Registrar of Companies approved the Share Capital Reduction and Reorganization on September 2, 2026 with retrospective effect to the July 21, 2026 filing date.

What is LGHL’s new authorised share capital after the reorganization?

After the reorganization, Lion Group Holding Ltd’s authorised share capital is US$20,000,000, divided into 200,000,000,000,000 ordinary shares with a par value of US$0.0000001 each, plus preferred shares of the same par value as specified in its charter.

How are LGHL’s authorised shares structured by class after the change?

The authorised shares now comprise 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, each with a par value of US$0.0000001, under the updated Amended and Restated Memorandum and Articles of Association.

What approvals did LGHL obtain for the share capital reduction and reorganization?

Shareholders approved the resolutions at the July 13, 2026 annual general meeting, and the Cayman Islands Registrar of Companies approved the Share Capital Reduction and Reorganization on September 2, 2026, giving it retrospective effect to July 21, 2026.

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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 September 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 ☐

Share Capital Reduction and Reorganization.

As previously disclosed, on July 13, 2026, Lion Group Holding Ltd. (Nasdaq: LGHL) (the “Company”) held its Annual General Meeting of Shareholders, where shareholders approved a series of resolutions to reduce and reorganize the Company’s share capital (the “Share Capital Reduction and Reorganization”). These resolutions included: (i) a share capital reduction, (ii) a subdivision of authorised but unissued shares, (iii) a cancellation of unissued shares, and (iv) an amendment to the Company’s Amended and Restated Memorandum and Articles of Association.

On July 21, 2026, the Company filed the relevant minute and its Amended and Restated Memorandum and Articles of Association reflecting the Share Capital Reduction and Reorganization with the Registrar of Companies in the Cayman Islands (the “ROC”). On September 2, 2026, the ROC approved the Share Capital Reduction and Reorganization with retrospective effect to the filing date, and accordingly, the Share Capital Reduction and Reorganization became effective on July 21, 2026. A copy of the certificate issued by the ROC and Amended and Restated Memorandum and Articles of Association reflecting the Share Capital Reduction and Reorganization are attached hereto respectively as Exhibits 3.1 and 3.2 and incorporated herein by reference.

As a result, and pursuant to the Company’s Amended and Restated Memorandum and Articles of Association, the Company’s authorized share capital is now US$20,000,000 divided into 200,000,000,000,000 ordinary shares with a par value of US$0.0000001 each, comprising 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 US$0.0000001 par value each.

1

EXHIBIT INDEX

Exhibit 3.1		ROC Certificate
Exhibit 3.2		Amended and Restated Memorandum and Articles of Association of the Company

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: September 3, 2026	LION GROUP HOLDING LTD.
	By:	/s/ Chunning Wang
	Name:	Chunning Wang
	Title:	Chief Executive Officer and Director

3

Filing Exhibits & Attachments

2 documents

Other Documents

• EX-3.1 ROC CERTIFICATE 2.7 KB
• EX-3.2 AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY 250.9 KB