SEC Form 6-K filed by Lion Group Holding Ltd.

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 May 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)

3 Phillip Street, #15-04 Royal Group Building

Singapore 048693

(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

When used in this Form 6-K (the “Report”), unless otherwise indicated, the term “Company,” “we,” and “our” refer to Lion Group Holding Ltd.

As previously disclosed, on January 23, 2025, the Company entered into an amendment (the “Amendment”) to the Securities Purchase Agreement August 4, 2024, (the “SPA”) with ATW Opportunities Master Fund, L.P. (“ATW”) and ATW Opportunities Master Fund II, L.P. (“ATW II”). On May 23, 2025, ATW II exercised its subsequent closing right (the “Third Closing”) and purchased an additional Debenture (the “Third Debenture”) having a principal balance of $750,000. The Third Closing occurred on May 23, 2025. The Company intends to use the proceeds from the issuance of the Third Debenture for working capital purposes. The Third Debenture matures on May 23, 2028, bears interest at a rate of 8% per annum to the extent such interest is paid in cash or 12.0% to the extent such interest is paid in American Depositary Shares (“ADSs”) at the Company’s election, and is convertible into ADSs, beginning after its original date of issuance at a conversion price at the lower of (x) $2.71 and (y) 90% of the lowest daily VWAP for the ten (10) trading days immediately prior to the conversion date. Interest is payable quarterly in cash, or the Company may pay accrued interest in its ADSs. The Company also issued a Series L Warrant (the “Series L Warrant”) to purchase up to 140,625 ADSs as contemplated in the SPA for the Third Closing.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Third Debenture and the form of Series L Warrant attached hereto as Exhibits 10.1 and 10.2, respectively, each of which are incorporated herein by reference.

EXHIBIT INDEX

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.