Lion Group Holding Ltd (LGHL)

[StockLogistics]

Dilution “ This prospectus relates to the partial resale from time to time of up to an aggregate of 9,639,393 Class A Ordinary Shares, represented by American Depositary Shares (“ADS”) (par value $0.0001 per share, of Lion Group Holding Ltd. (“Lion,” the “Company,” “we,” “our,” or “us”), including (i) 3,653,030 ADSs issuable upon exercise of a one-year warrant (the “Series E Warrant”) to purchase ADSs, (ii) 2,333,333 ADSs issuable upon exercise of a five-year warrant (the “Series D Warrant”) to purchase ADSs, and (iii) 3,653,030 ADSs issuable upon exercise of a five-year warrant (the “Series F Warrant”) to purchase ADSs (collectively, referred to as the “2021 Registrable Warrants”). The 2021 February Warrants were issued to ATW Opportunities Master Fund, L.P. (the “selling shareholder”) in connection with a private placement, completed on February 18, 2021 (the “February Private Placement”). We are registering for a partial resale the ADSs issuable upon exercise of the 2021 Registrable Warrants pursuant to the securities purchase agreement (the “Securities Purchase Agreement”) that we entered into with the selling shareholder as of February 15, 2021.”

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