Someone is selling 42M shares and Ws. That is why the volume is high.
PROSPECTUS
LION GROUP HOLDING LTD.
Up to 41,085,715 American Depositary Shares
Representing 41,085,715 Class A Ordinary Shares Underlying Warrants
Offered by the Selling Securityholders
This prospectus also relates to the offer and resale of up to an aggregate of 41,085,715 American Depositary Shares (the “ADSs”) representing 41,085,715 Class A ordinary shares, or the Resale ADSs, issuable upon exercise of certain ADSs Purchase Warrants held by the security holder identified as the Selling Securityholders in the section of this prospectus entitled “SELLING SECURITYHOLDERS.” The Resale ADSs include (i) 2,800,000 American Depositary Shares representing 2,800,000 Class A ordinary shares issuable upon the exercise of Series D Warrants issued to ATW Opportunities Master Fund, L.P. in February 2021; (ii) 20,000,000 American Depositary Shares representing 20,000,000 Class A ordinary shares issuable upon the exercise of Series E Warrants issued to ATW Opportunities Master Fund, L.P. in February 2021; (iii) 16,000,000 American Depositary Shares representing 16,000,000 Class A ordinary shares issuable upon the exercise of Series F Warrants issued to ATW Opportunities Master Fund, L.P. in February 2021; and (iv) 2,285,715 American Depositary Shares representing 2,285,715 Class A ordinary shares issuable upon the exercise of Series G Warrants issued to ATW Opportunities Master Fund, L.P. in December 2021.
The registration of the Resale ADSs on behalf of the Selling Securityholders does not necessarily mean that the Selling Securityholders will offer or sell their Resale ADSs pursuant to this prospectus or at any time in the near future. The Selling Securityholders will be responsible for all discounts, selling commissions and other costs related to the offer and sale of the Resale ADSs. If required, the number of Resale ADSs to be sold, the public offering price of those Resale ADSs, the names of any broker-dealers and any applicable commission or discount will be included in a supplement to this prospectus. The Selling Securityholders and any participating broker-dealers may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended, or the Securities Act, in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the Resale ADSs purchased by them may be deemed to be underwriting compensation under the Securities Act. We will not receive any of the proceeds from the sale of the Resale ADSs being offered by the Selling Securityholders, although we may receive proceeds from cash exercises of the warrants. See “Plan of Distribution” beginning on page S-46 of this prospectus.
Our ADSs are listed on the Nasdaq Capital Market under the symbol “LGHL”. On May 11, 2023, the closing trading prices of our ADSs and our 2019 Warrants were $0.129 and $0.016, respectively.
Investing in our securities involves risks. See “Risk Factors” beginning on page S-11 of this prospectus to read about factors you should consider before buying our securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is May 12, 2023.
This prospectus is part of a registration statement on Form F–3 that we filed with the Securities and Exchange Commission (the “SEC”). We will not receive any proceeds from the sale by such selling securityholders of the securities offered by them described in this prospectus.
Neither we nor the selling securityholders have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus or any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. Neither we nor the selling stockholders take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Neither we nor the selling stockholders will make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.
We may also provide a prospectus supplement to add information to, or update or change information contained in, this prospectus. Any statement contained in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in such prospectus supplement modifies or supersedes such statement. Any statement so modified will be deemed to constitute a part of this prospectus only as so modified, and any statement so superseded will be deemed not to constitute a part of this prospectus. You should read both this prospectus and any applicable prospectus supplement together with the additional information to which we refer you in the sections of this prospectus entitled “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference.”
“2019 Warrant” means a warrant to purchase shares of common stock of Proficient issued in Proficient’s Initial Public Offering and simultaneous private placements. Each Warrant entitles the holder thereof to purchase one share of common stock of Proficient at a price of $11.50 per share.
“2022 August Debentures” means the senior secured convertible debentures, convertible into ADSs, which will mature on August 9, 2025 pursuant to a Senior Secured Convertible Debenture dated August 10, 2022.
“2022 December Debentures” means the senior secured convertible debentures, convertible into ADSs, which will mature on December 7, 2025 pursuant to a Senior Secured Convertible Debenture dated December 7, 2022.
“2021 February Warrants” means, together, the Series D Warrant, Series E Warrant and the Series F Warrant.
“ADSs” refers to our American depositary shares, each of which represents one Class A Ordinary Share.
