Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2020 | |
Document Information Line Items | |
Entity Registrant Name | Lion Group Holding Ltd. |
Document Type | F-1/A |
Amendment Flag | true |
Amendment Description | Amendment No. 1 |
Entity Central Index Key | 0001806524 |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | E9 |
Entity Address, Address Line One | Unit A-C, 33/F |
Entity Address, Address Line Two | Tower A, Billion Center 1 Wang Kwong Road |
Entity Address, City or Town | Kowloon Bay |
Entity Address, Country | HK |
Business Contact | |
Document Information Line Items | |
Entity Address, Address Line One | 122 East 42nd Street |
Entity Address, Address Line Two | 18th Floor |
Entity Address, City or Town | New York |
Contact Personnel Name | Cogency Global Inc. |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 10168 |
City Area Code | 212 |
Local Phone Number | 947-7200 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | |
Assets | |||
Cash and cash equivalents | $ 3,426,467 | $ 6,388,978 | |
Restricted cash-bank balances held on behalf of customers | 1,367,630 | 2,192,201 | |
Securities owned, at fair value | 17,622 | 180,201 | |
Derivative assets, at fair value | 194,110 | ||
Receivables from broker-dealers and clearing organizations | 8,089,193 | 1,684,961 | |
Commissions receivable | 71,253 | 88,560 | |
Short-term loans receivable | 2,239,378 | 1,637,310 | |
Other receivables | 724,708 | 166,064 | |
Prepaids,deposits and other | 677,978 | 510,291 | |
Total current assets | 16,614,229 | 13,042,676 | |
Fixed assets, net | 34,919 | 73,688 | |
Intangible assets | 86,728 | 67,964 | |
Other assets | 6,169,065 | 233,343 | |
Deferred taxes | 1,128 | 677 | |
Total Assets | 22,906,069 | 13,418,348 | |
Current Liabilities | |||
Payables to customers | 5,221,270 | 3,853,693 | |
Payables to broker-dealers and clearing organizations | 3,845,740 | ||
Commissions payable | 39,180 | 29,439 | |
Accrued expenses and other payables | 1,763,094 | 417,445 | |
Short-term borrowings | 293,905 | 1,412,570 | |
Short-term borrowings from related party | 128,415 | ||
Warrant liabilities | 1,469,821 | ||
Derivative liabilities, at fair value | 5,653 | ||
Due to director | 149,522 | ||
Dividends payable | 385,901 | ||
Total current liabilities | 12,788,185 | 6,227,463 | |
Convertible debenture | 816,006 | ||
Total Liabilities | 13,604,191 | 6,227,463 | |
Commitments and Contingencies | |||
Stockholders’ Equity | |||
Preferred shares, $.0001 par value, 50,000,000 shares authorized, none issued and outstanding as of December 31, 2020 and 2019, respectively | |||
Class A ordinary shares, $0.0001 par value, 300,000,000 shares authorized, 9,627,553 and 3,140,388 shares issued and outstanding at December 31, 2020 and 209, respectively | [1] | 963 | 314 |
Class B ordinary shares, $0.0001 par value, 150,000,000 shares authorized, 9,843,096 and 3,949,993 shares issued and outstanding at December 31, 2020 and 209, respectively | [1] | 984 | 395 |
Additional paid in capital | [1] | 12,269,761 | 7,605,034 |
Accumulated deficit | (2,952,362) | (376,903) | |
Accumulated other comprehensive losses | (17,468) | (37,955) | |
Total Stockholders’ Equity | 9,301,878 | 7,190,885 | |
Total Liabilities and Stockholders’ equity | $ 22,906,069 | $ 13,418,348 | |
[1] | Par value of ordinary shares, additional paid-in capital and share data have been retroactively restated to give effect to the reverse recapitalization that is discussed in Note 1. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Preferred shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares authorized | 50,000,000 | 50,000,000 |
Preferred shares, shares issued | ||
Preferred shares, shares outstanding | ||
Class A Ordinary Shares | ||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 300,000,000 | 300,000,000 |
Ordinary shares, shares issued | 9,627,553 | 3,140,388 |
Ordinary shares, shares outstanding | 9,627,553 | 3,140,388 |
Class B Ordinary Shares | ||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 150,000,000 | 150,000,000 |
Ordinary shares, shares issued | 9,843,096 | 3,949,993 |
Ordinary shares, shares outstanding | 9,843,096 | 3,949,993 |
Statements of Operations and Co
Statements of Operations and Comprehensive Income (Loss) - USD ($) | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Revenues | ||||
Insurance brokerage commissions | $ 959,299 | $ 2,648,119 | $ 5,375,531 | |
Securities brokerage commissions and fees | 1,890,502 | 2,210,915 | 2,025,650 | |
Market making commissions and fees | 4,940,623 | 11,056,431 | ||
Trading gains (losses) | 1,833,875 | 1,782,750 | (897,812) | |
Interest and other | 605,836 | 828,635 | 64,894 | |
Gross profit | 10,230,135 | 18,526,850 | 6,568,263 | |
Expenses | ||||
Commissions and fees | 1,845,994 | 3,355,205 | 5,471,602 | |
Compensation and benefits | 3,802,793 | 2,430,636 | 1,639,288 | |
Occupancy | 683,160 | 591,936 | 548,331 | |
Communication and technology | 1,454,050 | 823,433 | 588,353 | |
General and administrative | 2,264,318 | 692,648 | 539,773 | |
Professional fees | 1,565,834 | 761,238 | 227,998 | |
Services fees | 833,864 | 384,840 | 53,592 | |
Interest | 183,157 | 731,812 | 118 | |
Depreciation | 40,556 | 52,852 | 32,743 | |
Marketing | 651,324 | 55,378 | 195,933 | |
Payment service charge | 245,030 | 355,585 | ||
Other operating | 11,464 | 10,463 | 15,406 | |
Total operating expenses | 13,581,544 | 10,246,026 | 9,313,137 | |
(Loss) income from operations | (3,351,409) | 8,280,824 | (2,744,874) | |
Change in fair value of warrant liabilities | 777,266 | |||
(Loss) income before income taxes | (2,574,143) | 8,280,824 | (2,744,874) | |
Income tax expense | (1,316) | (64,472) | (26,334) | |
Net (loss) income | (2,575,459) | 8,216,352 | (2,771,208) | |
Other comprehensive (loss) income | ||||
Foreign currency translation adjustment | 20,487 | 75,637 | (24,749) | |
Comprehensive (loss) income | $ (2,554,972) | $ 8,291,989 | $ (2,795,957) | |
(Loss) earnings per share for both Class A and Class B - basic and diluted (in Dollars per share) | [1] | $ (0.25) | $ 1.16 | $ (0.39) |
Class A ordinary shares | ||||
Other comprehensive (loss) income | ||||
Weighted average ordinary shares outstanding - basic and diluted (in Shares) | [1] | 6,180,795 | 3,140,388 | 3,140,388 |
Class B ordinary shares | ||||
Other comprehensive (loss) income | ||||
Weighted average ordinary shares outstanding - basic and diluted (in Shares) | [1] | 3,962,294 | 3,949,993 | 3,949,993 |
[1] | Share and per share data have been retroactively restated to give effect to the reverse recapitalization that is discussed in Note 1 |
Consolidated Statements of Chan
Consolidated Statements of Changes In Stockholders' Equity - USD ($) | Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid in Capital | [1] | Receivable from Shareholder | Accumulated deficit | Accumulated other comprehensive (loss) income | Total | |||
Balance at Dec. 31, 2017 | $ 314 | [1] | $ 395 | [1] | $ 12,503,046 | $ (8,437,688) | $ (827,431) | $ (88,843) | $ 3,149,793 | ||
Balance (in Shares) at Dec. 31, 2017 | [1] | 3,140,388 | 3,949,993 | ||||||||
Subscription payments | [1] | [1] | 5,415,082 | 5,415,082 | |||||||
Net income (loss) | [1] | [1] | (2,771,208) | (2,771,208) | |||||||
Other comprehensive income (loss) | [1] | [1] | (24,749) | (24,749) | |||||||
Balance at Dec. 31, 2018 | $ 314 | [1] | $ 395 | [1] | 12,503,046 | (3,022,606) | (3,598,639) | (113,592) | 5,768,918 | ||
Balance (in Shares) at Dec. 31, 2018 | [1] | 3,140,388 | 3,949,993 | ||||||||
Return of capital | [1] | [1] | (4,898,012) | 3,022,606 | (1,875,406) | ||||||
Dividends declared | [1] | [1] | (4,994,616) | (4,994,616) | |||||||
Net income (loss) | [1] | [1] | 8,216,352 | 8,216,352 | |||||||
Other comprehensive income (loss) | [1] | [1] | 75,637 | 75,637 | |||||||
Balance at Dec. 31, 2019 | $ 314 | [1] | $ 395 | [1] | 7,605,034 | (376,903) | (37,955) | 7,190,885 | |||
Balance (in Shares) at Dec. 31, 2019 | [1] | 3,140,388 | 3,949,993 | ||||||||
Effect of reverse recapitalization, net of costs | [2] | $ 336 | [1] | $ 580 | [1] | (2,242,234) | (2,241,318) | ||||
Effect of reverse recapitalization, net of costs (in Shares) | [1],[2] | 3,357,574 | 5,801,221 | ||||||||
Conversion of rights to ordinary shares upon the reverse recapitalization | $ 115 | [1] | [1] | (115) | |||||||
Conversion of rights to ordinary shares upon the reverse recapitalization (in Shares) | 1,150,000 | [1] | |||||||||
Shares issued to prior D&O | $ 30 | [1] | [1] | 59,970 | 60,000 | ||||||
Shares issued to prior D&O (in Shares) | 300,000 | [1] | |||||||||
Shares issued in connection with August 2020 PIPE, net of costs | $ 165 | [1] | [1] | 2,530,536 | 2,530,701 | ||||||
Shares issued in connection with August 2020 PIPE, net of costs (in Shares) | 1,650,000 | [1] | |||||||||
Shares issued as a result of post-merger consideration adjustment | $ 3 | [1] | $ 9 | [1] | (12) | ||||||
Shares issued as a result of post-merger consideration adjustment (in Shares) | [1] | 29,591 | 91,882 | ||||||||
2020 incentive shares granted and unissued | [1] | [1] | 3,656,800 | 3,656,800 | |||||||
Detachable warrants issued in connection with December 2020 Convertible Debenture, net of costs | [1] | [1] | 454,089 | 454,089 | |||||||
Beneficial conversion feature in connection with December 2020 Convertible Debenture | [1] | [1] | 205,693 | 205,693 | |||||||
Net income (loss) | [1] | [1] | (2,575,459) | (2,575,459) | |||||||
Other comprehensive income (loss) | [1] | [1] | 20,487 | 20,487 | |||||||
Balance at Dec. 31, 2020 | $ 963 | [1] | $ 984 | [1] | $ 12,269,761 | $ (2,952,362) | $ (17,468) | $ 9,301,878 | |||
Balance (in Shares) at Dec. 31, 2020 | [1] | 9,627,553 | 9,843,096 | ||||||||
[1] | Par value of ordinary shares, additional paid-in capital and share data have been retroactively restated to give effect to the reverse recapitalization that is discussed in Note 1 | ||||||||||
[2] | As a result of the restatement the reverse recapitalization has been reduced by the fair value of approximately $2.2 million of Public Warrants and Private Warrants as a liability as of June 16, 2020 that is discussed in Note 1 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash Flows from Operating Activities | |||
Net (loss) income | $ (2,575,459) | $ 8,216,352 | $ (2,771,208) |
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | |||
Stock based compensation expense | 3,656,800 | ||
Change in fair value of warrant liabilities | (777,266) | ||
Amortization of debt discounts | 13,288 | ||
Depreciation | 40,556 | 52,852 | 32,743 |
Deferred taxes | (451) | (1,827) | (628) |
Gain on forgiveness of debt | (25,528) | ||
(Increase) decrease in operating assets | |||
Securities owned | 162,579 | 927,032 | (1,107,233) |
Derivatives assets | 194,110 | ||
Receivables from broker-dealers and clearing organizations | (6,404,232) | 4,723,829 | (5,475,634) |
Commissions receivable | 17,307 | 68,444 | 187,226 |
Other receivables and Prepaids, deposits and other assets | (217,497) | (187,933) | 323,392 |
Increase (decrease) in operating liabilities | |||
Payables to customers | 1,367,577 | (5,697,526) | 8,033,193 |
Payables to broker-dealers and clearing organizations | 3,845,740 | (8,625) | |
Commissions payable | 9,741 | (96,229) | (343,000) |
Taxes payable | (76,276) | ||
Accrued expenses and other payables | 767,229 | 211,926 | 8,910 |
Derivative liabilities | 5,653 | (214,397) | 20,287 |
Net cash provided by (used in) operating activities | 105,675 | 7,976,995 | (1,176,853) |
Cash Flows from Investing Activities | |||
Purchases of fixed assets | (20,576) | (62,586) | |
Acquisition of Trademarks | (5,184) | (4,117) | |
Advance payments for assets acquisition | (5,950,000) | ||
Advances to shareholder | (6,484,121) | ||
Advances to unrelated parties | (19,108,159) | ||
Short term loans receivable | (680,350) | (1,637,310) | |
Collection of short term loan | 86,020 | ||
Net cash used in investing activities | (6,549,514) | (27,254,283) | (62,586) |
Cash Flows from Financing Activities | |||
Dividends paid | (385,901) | ||
Cash acquired in the reverse recapitalizaiton | 2,476,198 | ||
Payments for reverse recapitalization and ordinary shares issuance costs | (1,908,591) | ||
Proceeds from August 2020 PIPE, net of costs | 2,021,951 | ||
Proceeds from Short-term borrowings | 21,047,260 | ||
Repayment of Short-term borrowings | (1,124,448) | (382,917) | |
Repayment of Short-term borrowings from related party | (128,415) | ||
Proceeds from issuance of convertible debenture | 1,540,000 | ||
Subscription payments from shareholder | 5,415,082 | ||
Advances from director | 1,616,565 | 7,679,131 | 484,601 |
Repayments to director | (1,467,043) | (7,679,131) | (484,601) |
Net cash provided by financing activities | 2,640,316 | 20,664,343 | 5,415,082 |
Effect of Exchange Rate Changes on Cash and Restricted Cash | 16,441 | 85,966 | (24,616) |
Net Change in Cash and Restricted Cash | (3,787,082) | 1,473,021 | 4,151,027 |
Cash and Restricted Cash - Beginning of Period | 8,581,179 | 7,108,158 | 2,957,131 |
Cash and Restricted Cash - End of Period | 4,794,097 | 8,581,179 | 7,108,158 |
Noncash Investing and Financing Activities | |||
Settlement of short-term loans receivable and borrowings | 19,120,332 | ||
Return of capital through reduction in subscription receivable | 3,022,606 | ||
Return of capital through reduction in due from shareholder | 1,875,406 | ||
Dividends made through reduction in due from shareholder | 4,608,715 | ||
Dividends declared and payable at year-end | 385,901 | ||
Net liabilities acquired in the reverse recapitalization | 57,963 | ||
Increase in payables for ordinary shares issuance costs in reverse acquisition | 504,084 | ||
Decrease in accrued expenses for shares issued to prior D&O | 60,000 | ||
Convertible debenture debt discounts and issuance costs charged to equity | 659,782 | ||
Subscription receivable for the shares issued in August 2020 PIPE | 508,750 | ||
Transfer from other assets to intangible assets | 13,277 | ||
Supplemental disclosure of cash flow information | |||
Cash paid for interest | 115,160 | 729,504 | |
Cash paid for income taxes | $ 8,227 | $ 1,521 | $ 180,689 |
Organization and Principal Acti
Organization and Principal Activities | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Principal Activities | Note 1 - Organization and Principal Activities Lion Group Holding Ltd. (the “Company”, “Lion” or “LGHL”) is a company with limited liability registered as an exempted company in the Cayman Islands. The Company’s principal executive office is located at Unit A-C, 33/F, Tower A, Billion Center, 1 Wang Kwong Road, Kowloon Bay, Hong Kong. The Company and its subsidiaries (collectively referred to as the “Group”) provide securities, futures and derivatives brokerage services, insurance brokerage services and market maker trading services. As a result of the transaction described below, the Company’s ordinary shares and warrants started to be traded on the NASDAQ Capital Market under the ticker symbols LGHL and LGHLW, respectively on June 17, 2020. Each American Depositary Shares (“ADSs”) of the Company represents one Class A ordinary share. Reverse Recapitalization The Company was incorporated on February 11, 2020 for the sole purpose of consummating the business combination described further below. A business combination agreement dated March 10, 2020, as amended and restated on May 12, 2020 (the “Business Combination Agreement”), was entered into by and among the Company, Proficient Alpha Acquisition Corp., a Nevada corporation (“PAAC”), Lion MergerCo I, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (the “Merger Sub”), Lion Financial Group Limited, a corporation organized under the laws of the British Virgin Islands (“LFGL”), each of the holders of LFGL’s outstanding capital shares (collectively, the “Sellers”) and the other parties thereto (collectively, the “Business Combination”). The exchange consideration was approximately $131.3 million. On June 16, 2020, the Company consummated the Business Combination (the “Closing”) and each of PAAC and LFGL became a wholly-owned subsidiary of the Company and the Company became a new public company owned by the prior stockholders of PAAC and the prior shareholders of LFGL, where each outstanding share of PAAC common stock has been exchanged for one Class A ordinary share of the Company, each outstanding warrant of PAAC has been exchanged for one warrant of the Company and each outstanding right of PAAC has been exchanged for one-tenth of one Class A ordinary share of the Company, resulting in 4,507,574 Class A ordinary shares being issued to PAAC and 17,795,000 warrants being issued to PAAC stockholders; and where the Company acquired all of the issued and outstanding shares of LFGL, i.e. 50,000 ordinary shares of LFGL from each of LFGL shareholders, in exchange for 12,891,602 ordinary shares (including 3,140,388 Class A and 9,751,214 Class B, “Exchange Shares”) of the Company, valued at a price per share equal to the price at which each share of PAAC common stock was redeemed, i.e. $10.185 per share. The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. generally accepted accounting principles. Under this method of accounting, LGHL and PAAC are treated as the “acquired” company for financial reporting purpose. This determination was primarily based on LFGL comprising the ongoing operations of the combined company, LFGL’s senior management comprising the senior management of the combined company, and LFGL’s stockholders having a majority of the voting power of the combined company. Accordingly, for accounting purposes, LFGL is deemed the accounting acquirer in the transaction. The transaction is not a business combination because neither PAAC nor LGHL was a business under ASC 805. Consequently, the transaction is treated as the equivalent of LFGL issuing stock for the net monetary assets of PAAC, accompanied by a recapitalization of LFGL. Accordingly, the consolidated assets, liabilities and results of operations of LFGL are the historical financial statements of the combined company, and LGHL and PAAC’s assets, liabilities and results of operations are consolidated with LFGL beginning on June 16, 2020. The consolidated financial statements are prepared as a continuation of the financial statements of LFGL, the acquirer and predecessor, with retrospective adjustments to give effect of the reverse recapitalization. The equity is restated using the exchange ratio of 141.81 established in the reverse recapitalization transaction, which is 7,090,381 (the number of Exchange Shares excluding Escrow Shares, see below) divided by 50,000, to reflect the equity structure of the legal acquirer, LGHL. Earnings (loss) per share is retrospectively restated using the historical weighted-average number of ordinary shares outstanding multiplied by the exchange ratio. The par value of ordinary shares was adjusted retrospectively from $0 to $709, and the difference of $709 was adjusted retrospectively as additional paid-in capital as of January 1, 2018. The consolidated statements of changes in stockholders’ equity for the years ended December 31, 2020, 2019 and 2018 were also adjusted retrospectively to reflect this change. The weighted average number of ordinary shares outstanding used in computing earnings (loss) per share - basic and diluted was adjusted retrospectively from 50,000 to 7,090,381 for the years ended December 31, 2019 and 2018. The earnings (loss) per share before and after the retrospective adjustments are as follows. Years ended December 31, 2019 2018 Before After Before After Earnings (loss) per share – basic and dilutive $ 164.3 $ 1.16 $ (55.4 ) $ (0.39 ) Upon the consummation of the reverse recapitalization, the assets and liabilities of PAAC were recognized at fair value. The fair value of cash and short-term liabilities acquired approximates their historical costs due to their short maturity. After the redemption of ordinary shares of PAAC before the Closing of the Business Combination, the net assets acquired by the Company were in the amount of $171,357 (as restated), which were recorded as a decrease in additional paid-in capital. Assets and liabilities of PAAC upon the consummation of the reverse recapitalization are as follows: Cash $ 2,476,198 Prepaid expenses and other current assets 209 Warrant liabilities (2,247,087 ) Accrued expenses (57,963 ) Net assets acquired by LGHL as of June 16, 2020 $ 171,357 During the year ended December 31, 2020, the Group incurred approximately $2.4 million of direct and incremental transaction costs, consisting of legal, accounting and financial consulting services directly associated with the reverse recapitalization. In accordance with SEC reporting guidance with regards to an operating company’s reverse acquisition with a nonoperating company having some cash, transaction costs incurred for the reverse acquisition, such as legal fees, investment banking fees and the like, may be charged directly to equity to the extent of the cash received, while all costs in excess of cash received should be charged to expense. Accordingly, the Group charged transaction costs of approximately $2.4 million to additional paid in capital in the consolidated financial statements. 1,933,740 Class B ordinary shares being 15% of the Exchange Shares (“Indemnity Escrow Shares”) otherwise issuable to LFGL shareholders are set aside in escrow for a period of 24 months after the closing to satisfy any post-closing purchase price adjustment and indemnification claims prescribed in the Business Combination Agreement. Additionally, 3,876,481 Class B ordinary shares being 30% of the Exchange Shares (the “Earnout Escrow Shares”, together with any dividends, distributions or other income on the Earnout Escrow Shares, the “Earnout Escrow Property”) otherwise issuable to LFGL shareholders are set aside in escrow until released upon the satisfaction of certain financial milestones below: ● In the event that the net income for the calendar year ended December 31, 2021 (the “2021 Net Income”), as set forth in LGHL’s audited financial statements, is equal to or greater than $19,000,000 (the “First Net Income Target”), then, the Class B Sellers’ rights to 50% of the Earnout Escrow Property (the “First Half Earnout Property”) shall vest and shall no longer be subject to forfeiture. If the 2021 Net Income is less than the First Net Income Target, but is equal to or greater than $9,500,000, then the Sellers’ rights to 50% of the First Half Earnout Property shall vest and shall no longer be subject to forfeiture. In all other cases, the First Half Earnout Property will be forfeited. ● In the event that the net income for the calendar year ended December 31, 2022 (the “2022 Net Income”), as set forth in LGHL’s audited financial statements, is equal to or greater than $21,850,000 (the “Second Net Income Target”), then the Class B Sellers’ rights to the remaining Earnout Escrow Property (after giving effect to any forfeitures for the 2021 calendar year, the “Second Half Earnout Property”) shall vest and shall no longer be subject to forfeiture. If the 2022 Net Income is less than the Second Net Income Target, but is equal to or greater than $10,925,000, then the Class B Sellers’ rights to 50% of the Second Half Earnout Property shall vest and shall no longer be subject to forfeiture. In all other cases, the Second Half Earnout Property will be forfeited. Principal Activities The Group generates commission revenues by enabling its customers to trade in securities, futures and derivative markets throughout the world. The Group’s trading customers consist of corporate clients, individual traders and retail investors primarily located in People’s Republic of China (“PRC”) and Southeast Asia, although its trading platform allows it to serve customers worldwide. The Group also generates commission revenues by providing insurance brokerage services to high-net-worth individuals primarily located in the PRC. In May 2019, the Group began to serve as the counterparty to its customers in derivative transactions. This predominantly occurs when a customer utilizes a contract for difference (CFD). CFDs allow for the exchange of the difference in value of a particular asset such as a currency pair between the time at which a contract is opened and the time at which it is closed. If the trades of one customer can be used to naturally offset the trades of another customer, the Group will act as the market maker to offer liquidity and pricing to both customers. When such an offsetting is not available, the Group may choose to use its own trades to offset the trades of its customer, and the Group may also act as a broker in arranging trades between the customer and third-party market makers. The Group officially began offering total return swap (TRS) trading services to customers in July 2020. The Group has entered into International Swaps and Derivatives Association (ISDA) master agreements and related supplementary agreements with two of the top five swap traders in China. The Group is currently offering A-shares (shares that are denominated in Renminbi and traded in the Shanghai Stock Exchange and Shenzhen Stock Exchange) and Hong Kong stock basket linked TRS, which provides international investors seeking to invest in China stock market with higher leverage compared with buying A-share stocks directly. The Group earns income from the spread on interest rate loans provided to TRS trading customers and loans borrowed from its business partners. In addition, the Group also receives commissions and fees from customers for trades made through the TRS trading service. For the year ended December 31, 2020, no trading customers accounted for more than 10% of its total revenue; for the year ended December 31, 2019, the Group had two trading customers account for 35% of its total revenue; and for the year ended December 31, 2018, the Group had one trading customer account for 10% of its total revenues. For the years ended December 31, 2020, 2019 and 2018, one clearing broker accounted for 73%, 43% and 16%, respectively, of the Group’s total commissions expense. For the years ended December 31, 2020, 2019 and 2018, the Group placed 77% (7% of total revenue in 2020), 72% (10% of total revenue in 2019) and 79% (65% of total revenue in 2018), respectively, of its insurance brokerage sales with one insurance provider. The subsidiaries of the Company include a participant of the Stock Exchange of Hong Kong Limited (“SEHK”) and Hong Kong Securities Clearing Company Limited (“HKSCC”), remote trading member of Singapore Exchange Limited (“SGX”), and member of the Professional Insurance Brokers Association Limited (“PIBA”); possess the licenses issued by Hong Kong Securities and Futures Commission (“HKSFC”) to carry out regulated activities including Type 1 Dealing in Securities, Type 2 Dealing in Futures Contracts, Type 4 Advising on Securities, Type 5 Advising on Futures Contracts, and Type 9 Asset Management, and the full license issued by Cayman Islands Monetary Authority (“CIMA”) to carry out securities investment business including Broker Dealer and Market Maker. COVID-19 In December 2019, COVID-19 emerged and has subsequently spread worldwide. In March 2020, the World Health Organization declared COVID-19 as a pandemic. Like most companies, Lion’s various business lines have been adversely impacted by COVID-19. CFD trading volume and futures contract volumes decreased significantly compared to prior year, which was mainly attributable to economic and financial impact brought about by COVID-19 on the Group’s customers, causing a decrease in both their willingness to trade and make investments as well as their disposable income allocated making such transactions. Furthermore, customers’ concerns about future unpredictability also caused their trading activity to decline, impacting our CFD trading business in particular. In addition, travel restrictions in Hong Kong caused cancellations and prevented management from attending branding, business promotion, and exhibition activities, which limited the opportunities to acquire new customers. Meanwhile, the Group’s futures and insurance brokerage businesses were negatively affected as new or existing customers may not be able to travel to Hong Kong to open new futures trading accounts or purchase insurance products. No impairments were recorded as of the consolidated balance sheet date, as the carrying amounts of the Group’s assets are expected to be recoverable; however, due to significant uncertainty surrounding the situation, management’s judgment regarding this could change in the future. In addition, the Group cannot reasonably estimate the related financial impact to the Group’s future financial results given the uncertainties surrounding the duration of the outbreak. The Group continues to monitor the impact of the COVID-19 outbreak closely. Details of the Company’s subsidiaries as of December 31, 2020 are as follows: Date of Place of Company name Incorporation or incorporation or establishment Ownership interest Principal activities Lion Financial Group Limited June 16, 2015 British Virgin Islands 100% Investment holding Lion Wealth Management Limited February 16, 2017 British Virgin Islands 100% Investment holding Lion International Securities Group Limited May 20, 2016 Hong Kong 100% Securities brokerage Lion Futures Limited May 20, 2016 Hong Kong 100% Futures brokerage Lion Foreign Exchange Limited May 20, 2016 Hong Kong 100% Dormant Lion Asset Management Limited (F/K/A Lion Capital Management Limited) May 20, 2016 Hong Kong 100% Asset management BC Wealth Management Limited October 14, 2014 Hong Kong 100% Insurance brokerage Lion Wealth Limited October 4, 2018 Hong Kong 100% Marketing and support service Lion Brokers Limited May 2, 2017 Cayman Islands 100% Broker dealer and market maker Lion Investment Fund SPC June 11, 2019 Cayman Islands 100% Dormant Lion International Financial (Singapore) Pte LTD July 26,2019 Singapore 100% Dormant Lion Group North America Corp. (F/K/A Proficient Alpha Acquisition Corp.) June 16, 2020 Nevada, USA 100% Dormant |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 - Significant Accounting Policies Basis of Presentation These consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and have been prepared in accordance with the regulations of the Securities and Exchange Commission (“SEC”). Restatement of Previously Issued Financial Statements The Company has restated its consolidated financial statements as of and for the year ended December 31, 2020, as well as the unaudited condensed consolidated financial statements for the six month-period ended June 30, 2020 to correct the misapplication of the accounting guidance for its Public Warrants (as defined in Note 20) and Private Warrants (as defined in Note 20). See Note 21 - “Restatement of Previously Issued Audited and Unaudited Consolidated Financial Statements” for additional information regarding the accounting error identified and the restatement adjustment made to the consolidated financial statements. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. A subsidiary is an entity (including a structured entity), directly or indirectly, controlled by the Company. The financial statements of the subsidiaries are prepared for the same reporting period as the Company, using consistent accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in consolidation. Translation of Foreign Currencies The functional currency is the U.S. dollar for the Group’s Cayman Island operations and the Hong Kong dollar for all other Group operations. The Group’s reporting currency is the U.S. dollar. Assets and liabilities denominated in foreign currencies are translated at year-end exchange rates, income statement accounts are translated at average rates of exchange for the year and equity is translated at historical exchange rates. Any translation gains or losses are recorded in other comprehensive income (loss). Gains or losses resulting from foreign currency transactions are included in net income. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements as well as the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents consist of deposits with banks and all highly liquid investments, with maturities of three months or less, that are not segregated and deposited for regulatory purposes. The Group maintains its cash in bank deposit accounts which at times may exceed insured limits. The Group has not experienced any losses in such accounts. Management believes that the Group is not exposed to any significant credit risk on cash and cash equivalents. Restricted Cash - Cash Balances Held on Behalf of Customers The Group maintains segregated trust accounts with licensed banks or payment platform to hold customer funds in accordance with the relevant legislation. The Group has classified customer funds as bank balances held on behalf of customers with a corresponding payable to customers in the liabilities section of the consolidated balance sheets. Securities Owned and Derivatives Securities transactions are recorded on the trade date, as if they had settled. Securities, futures and derivative positions are recorded at fair value in accordance with FASB ASC 820, Fair Value Measurement. See Notes 5 and 10 for more information on derivatives. Receivables Receivables arise from the business of dealing in investment securities, futures and derivatives and include the amounts due on brokerage transactions on a trade-date basis. Broker-dealers will require balances to be placed with them in order to cover the positions taken by its customers. Clearing house receivables typically represent proceeds receivable on trades that have yet to settle and are usually collected within two days. Receivables from broker-dealers and clearing organizations as presented in the consolidated balance sheets represent such receivables related to the Group’s customer trading activities, including customers’ cash deposits, receivables arising from unsettled trades in securities, futures and CFD trading service, and receivables arising from the Group’s TRS trading service in an amount generally equal to the market value of A-shares. Receivables from broker-dealers and clearing organizations include such receivables arising from the Group’s proprietary trading activities as well. Commissions receivable as presented in the consolidated balance sheets represent trading commissions due and amounts due from insurance providers once referrals have been made and the transactions have been executed under the terms of the relative insurance policy or subscription agreement. As of December 31, 2020, and 2019, commission receivables were both related to insurance brokerage business. Fixed Assets and Depreciation Furniture, equipment and leasehold improvements are stated at cost less accumulated depreciation. Depreciation is provided on a straight-line basis using estimated useful lives of three to five years. Leasehold improvements are amortized over the lesser of the economic useful life of the improvement or the term of the lease. Intangible Assets Intangible assets are originally recognized at cost. The useful lives of intangible assets are assessed to be either finite or indefinite. The Group’s intangible assets consist of eligibility rights to trade on or through the Stock Exchange of Hong Kong Limited (the “SEHK ”) Payables Payables arise from the business of dealing in investment securities, futures and derivatives. The Group borrows loans from business partners at benchmark interest rate plus a fixed spread, and immediately lent to TRS trading service customers. Net loans borrowed from TRS business partners are included in the line item “payables to broker-dealers and clearing organizations”. As of December 31, 2020, the balance of payables to broker-dealers and clearing organizations was primarily comprised of such net loans. Payables to customers as presented in the consolidated balance sheets represent such payables related to the Group’s customer trading activities as well as the cash balances held on behalf of customers. Commissions payable mainly represent amounts owed to referral sources outside of the Group for transactions referred based on the terms of the underlying agreements. As of December 31, 2020, and 2019, commissions payable were both related to the insurance brokerage business. Revenue recognition See Note 3 for details. Commissions and Fees Commissions and fees related to securities, derivative and TRS trading transactions are recorded on a trade date basis. Commissions expense on insurance products are recognized on the closing date of a transaction as determined by the terms of the relevant contract and insurance policy. Derivative Financial Instruments The Company evaluates all of its equity-linked financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480-10 and ASC 815-40. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. Derivative assets and liabilities are recorded at fair value at inception and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Earnings (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings Per Share”, which requires earnings per share for each class of stock (ordinary shares and participating securities) to be calculated using the two-class method. The two-class method is an allocation of earnings between the holders of ordinary shares and a company’s participating security holders. Under the two-class method, earnings for the reporting period are allocated between ordinary shareholders and other security holders based on their respective participation rights in undistributed earnings. As the Company’s two classes of ordinary shares have the same dividend rights, earnings (loss) per share for each class of ordinary shares have the same results. Basic earnings (loss) per ordinary share is computed by dividing net income or loss by the weighted average number of ordinary shares issued and outstanding for the periods. For the year ended December 31, 2020, the December 2020 Convertible Debenture (as discussed in Note 12) which is convertible into the Company’s Class A ordinary shares, as represented by ADSs and December 2020 Series A Warrant (as discussed in Note 12) which is exercisable into the Company’s Class A ordinary shares, as represented by ADSs, have the same dividend rights as the ordinary shares on an as-converted and as-exercised basis, and therefore qualify as participating securities in accordance with ASC 260. The holders of Convertible Debenture and Series A Warrant do not have a contractual obligation to share in the Company’s losses, therefore participating securities are excluded from the calculation of earnings (loss) per share for the year ended December 31, 2020 in which there are losses. In accordance with ASC 260-10-45, the 1,933,740 Class B of Indemnity Escrow Shares and 3,876,481 Class B of Earnout Escrow Shares are considered contingently returnable shares and therefore are excluded from the computation of basic earnings (loss) per share for all periods presented (on a retroactively adjusted basis); and for the year ended December 31, 2020, the 1,486,504 Class A of incentive shares under 2020 Share Incentive Plan (as discussed in Note 14) are considered contingently issuable shares and therefore are included in the computation of basic earnings (loss) per share as of grant date when the shares are fully vested. For purposes of determining diluted earnings (loss) per ordinary share, basic earnings (loss) per ordinary share is further adjusted to include the effect of potential dilutive ordinary shares outstanding during the period. Potential ordinary shares consist of the incremental ordinary shares upon exercise of warrants using the treasury stock method and upon conversion of convertible debt using the if-converted method. During the years ended December 31, 2020, 2019 and 2018 (on a retroactively adjusted basis), the following potential dilutive securities denominated in ordinary shares equivalents were excluded from the computation of diluted earnings (loss) per share because to do so would have been antidilutive. As a result, diluted earnings (loss) per ordinary share is the same as basic earnings (loss) per ordinary share for all periods presented. Year ended December 31, 2020 2019 2018 SPAC Warrants See Note 20 17,795,000 17,795,000 17,795,000 August 2020 PIPE Warrants See Note 13 1,500,000 - - December 2020 Convertible Debenture See Note 12 800,000 - - December 2020 Series A Warrant See Note 12 1,200,000 - - December 2020 Series B Warrant See Note 12 5,000,000 - - December 2020 Series C Warrant See Note 12 7,500,000 - - Subsequently, an aggregate of approximately 17.6 million Class A ordinary shares were issued. See Note 19 for details. Reclassification Certain prior periods amounts have been reclassified to be comparable to the current period presentation. The reclassification has no effect on previously reported net assets or net income (loss). Stock-based Compensation The Company applies ASC No. 718, “Compensation-Stock Compensation”, which requires that share-based payment transactions with employees and nonemployees upon adoption of ASU 2018-07, be measured based on the grant date fair value of the equity instrument and recognized as compensation expense over the requisite service period, with a corresponding addition to equity. Under this method, compensation cost related to employee share options or similar equity instruments is measured at the grant date based on the fair value of the award and is recognized over the period during which an employee is required to provide service in exchange for the award, which generally is the vesting period. After the closing of the Business Combination, the fair value of the Company’s ordinary shares underlying stock-based awards is determined to be based on the closing price of the Company’s shares as reported by Nasdaq on the date of grant. The Company values its stock options or warrants that have service vesting requirements or performance-based awards with or without market conditions using the Binomial Option Pricing Model. Income Taxes The amount of current taxes payable or refundable is recognized as of the date of the consolidated financial statements, utilizing currently enacted tax laws and rates of the relevant authorities. Deferred income taxes are recognized for temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements, net operating loss carry forwards and tax credits based on applicable tax rates. Deferred tax assets are reduced by a valuation allowance when management determines that it is more likely than not that some portion of the deferred tax asset will not be realized. Deferred tax expenses or benefits are recognized in the consolidated financial statements for the changes in deferred tax liabilities or assets between years. The Group recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50 percent likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Group presents any interest or penalties related to an underpayment of income taxes as part of its income tax expense. Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, “Leases (Subtopic 842).” The new guidance requires lessees to recognize assets and liabilities arising from leases as well as extensive quantitative and qualitative disclosures. A lessee will need to recognize on its balance sheets a right of-use asset and a lease liability for the majority of its leases (other than leases that meet the definition of a short-term lease). The lease liabilities will be equal to the present value of lease payments. The right-of-use asset will be measured at the lease liability amount, adjusted for lease prepayment, lease incentives received and the lessee’s initial direct costs. For public business entities, the standard is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. In June 2020, the FASB issued ASU No. 2020-05, “Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities”. Under the ASU, private companies may apply the new leases standard for fiscal years beginning after December 15, 2021, and to interim periods within fiscal years beginning after December 15, 2022. ASU 2016-02 is required to be applied using the modified retrospective approach for all leases existing as of the effective date and provides for certain practical expedients. Upon adoption, the Group will recognize a lease liability and corresponding right-to-use asset based on the present value of minimum lease payments. The effects on the results of operations are not expected to be significant, as recognition and measurement of expenses and cash flows for leases will be substantially the same under the new standard. In June 2016, FASB amended guidance related to impairment of financial instruments as part of ASU 2016-13 Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This ASU requires a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual rights to receive cash. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. For private companies, the ASU on credit losses will take effect for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. All entities may adopt the amendments in this Update through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-retrospective approach). In May 2019, FASB issued ASU No.2019-05, Financial instrument - Credit Losses (Topic 326), Targeted Transition Relief, which provides an irrevocably fair value option to elect for eligible instruments. In November 2019, FASB issued ASU 2019-11 Codification Improvements to Topic 326, Financial Instruments - Credit Losses, which clarified and improved various aspects of ASU 2016-13. In November 2019, FASB issued ASU 2019-10 to amend private companies, not-for-profit organizations, and certain small public companies effective date on its credit losses (CECL) standards to fiscal years beginning after December 15, 2022 and interim periods therein. The Group has evaluated the effect of the adoption of this ASU and does not expect there will be significant impact on its consolidated financial statements from the adoption of the new guidance. In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40). The new ASU eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, the new guidance modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. The amendments in the ASU are effective for the Group for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The ASU requires adoption using either modified retrospective basis or retrospective basis. The Group is currently assessing the impact that the new guidance will have on its our consolidated financial statements. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2020 | |
Revenue Recognition [Abstract] | |
Revenue Recognition | Note 3 - Revenue Recognition Under ASC Topic 606 Revenue from Contracts with Customers, revenues are recognized when control of the promised goods or services is transferred to customers in exchange for an amount that reflects the consideration the Group expects to be entitled to in return for transferring those goods or services. Significant Judgments Revenue from contracts with customers include commission income from securities, futures and derivative brokerage, market making trading and insurance brokerage. The recognition and measurement of revenue is based on the assessment of individual contract terms. Significant judgment is required to determine whether performance obligations are satisfied at a point in time or over time; how to allocate transaction prices where multiple performance obligations are identified; when to recognize revenue based on the appropriate measure of progress under the contract; whether revenue should be presented gross or net of certain costs; and whether constraints on variable consideration should be applied due to uncertain future events. Commissions and fees The Group earns fees and commissions from securities, futures and derivatives brokerage services (including commissions and fees related to TRS trading business) and CFD trading services when the Group acts as a market maker. Each time a customer executes a securities, futures, derivative or CFD transaction, commissions and fees are earned. Commissions and related clearing fees and expenses are recorded on the trade date. The performance obligation is satisfied on the trade date because that is when the underlying financial instrument or purchaser is identified, the pricing is agreed upon and the risks and rewards of ownership have been transferred to/from the customer. The Group charges securities brokerage commissions and market making commissions based on amount of transaction volume, or the number of shares, lots of contracts executed in each order, which generally vary in accordance with the type of products or services the Group offers. The Group also earns commission income arising from insurance brokerage services which are recognized at a point in time when the performance obligation has been satisfied by successfully referring an insurance client to an insurer in accordance with the relevant broker contract. The commission earned is equal to a percentage of the premium paid to the insurance provider. The following table presents revenue from contracts with customers, in accordance with ASC Topic 606, by major source and geographic region: Year ended December 31, 2020 2019 2018 Insurance brokerage commissions $ 959,299 $ 2,648,119 $ 5,375,531 Securities brokerage commissions 1,890,502 2,210,915 2,025,650 Market making commissions and fees 4,940,623 11,056,431 - Total revenue from contracts with customers $ 7,790,424 $ 15,915,465 $ 7,401,181 Hong Kong $ 2,777,831 $ 4,859,034 $ 7,401,181 Cayman Islands 5,012,593 11,056,431 - $ 7,790,424 $ 15,915,465 $ 7,401,181 All of the Group’s revenues from contracts with customers are recognized at a point in time. Trading Gains (Losses), Interest Income and Other Trading gains and losses along with interest revenue fall within the scope of ASC Topic 825, Financial Instruments, Trading gains (losses) consist of realized and unrealized gains (losses) derived from (i) managed portfolio trading positions where the Group act as counterparty to customers’ trades, and (ii) marking up the bid/offer spreads on customers’ CFD transactions. Changes in fair value in relation to derivative contracts are recorded in trading gains (losses), net on a daily basis. Interest income primarily consist of interests earned on bank deposit and short-term loans the Group extends to unrelated third parties, interest rate difference between currency pairs the Group hold resulting from rolling over currency positions and interest earned from loans provided to TRS trading customers, which are recorded on an accrual basis. Interest income is recognized as it accrues using the effective interest method. Other income primarily consists of advisory service fee, government subsidy and other miscellaneous charges from customers etc. |
Cash and Restricted Cash
Cash and Restricted Cash | 12 Months Ended |
Dec. 31, 2020 | |
Cash and Restricted Cash [Abstract] | |
Cash and Restricted Cash | Note 4 - Cash and Restricted Cash The following table provides a reconciliation of cash and restricted cash reported within the consolidated balance sheets and statements of cash flows. December 31, 2020 2019 2018 Cash $ 3,426,467 $ 6,388,978 $ 3,116,209 Restricted Cash 1,367,630 2,192,201 3,991,949 Total cash and restricted cash presented in the consolidated statement of cash flows $ 4,794,097 $ 8,581,179 $ 7,108,158 Restricted cash includes cash balances held on behalf of customers (See Note 2 for further information). |
Fair Value
Fair Value | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Note 5 - Fair Value Fair Value Hierarchy FASB ASC 820 defines fair value, establishes a framework for measuring fair value, and establishes a hierarchy of fair value inputs. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market. Valuation techniques that are consistent with the market, income or cost approach, as specified by FASB ASC 820, are used to measure fair value. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels: ● Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company can access at the measurement date. ● Level 2 are inputs other than quoted prices included within level 1 that are observable for the asset or liability either directly or indirectly. ● Level 3 inputs are unobservable inputs for the asset or liability. The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in level 3. The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement in its entirety. A description of the valuation techniques applied to the Group’s major categories of assets and liabilities measured at fair value on a recurring basis follows. Exchange-traded equity securities and futures are generally valued based on quoted prices at the close of trading on the period end date. To the extent these securities and futures are actively traded, valuation adjustments are not applied, and they are categorized in level 1 of the fair value hierarchy; otherwise, they are categorized in level 2 or level 3 of the fair value hierarchy. Listed derivatives that are actively traded are valued based on quoted prices at the close of trading on the period end date and are categorized in level 1 of the fair value hierarchy. Listed derivatives that are not actively traded are valued using the same approaches as those applied to OTC derivatives; they are generally categorized in level 2 of the fair value hierarchy. Depending on the product and the terms of the transaction, the fair value of OTC derivative products can be either observed or modeled using a series of techniques and model inputs from comparable benchmarks. Substantially all of the Group’s OTC derivatives were carried at fair value based on spot exchange rates broadly distributed in active markets, or amounts approximating fair value. Such values are categorized as level 2 of the fair value hierarchy. Public Warrants are classified as level 1 financial instruments, as their value is derived using quoted market prices as of the measurement date. Private Warrants are classified as level 2, which are valued using a Black-Sholes-Merton pricing model at of the measurement date. The significant assumptions which the Company used in the model for the period from June 16, 2020 to December 31, 2020 are: Stock price $ 1.89 ~ 2.43 Exercise price $ 11.50 Expected term in years 4.46 ~ 5.00 Expected dividend yield 0 % Volatility 54.44% ~ 54.92 % Risk-free interest Rate 0.364% ~ 0.373 % The following table presents the Group’s fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis at December 31, 2020 and 2019. At December 31, 2020 Quoted Prices Significant Significant Total Assets Listed equity securities $ 17,622 $ - $ - $ 17,622 Liabilities Derivatives $ - $ (5,653 ) $ - $ (5,653 ) Warrant liabilities (as restated) (1,000,500 ) (469,321 ) - (1,469,821 ) $ (1,000,500 ) $ (474,974 ) $ - $ (1,475,474 ) At December 31, 2019 Quoted Prices Significant Significant Total Assets Listed equity securities $ 180,201 $ - $ - $ 180,201 Derivatives - 194,110 - 194,110 $ 180,201 $ 194,110 $ - $ 374,311 There were no transfers between level 1 and level 2 during either year. The following table presents the carrying values and estimated fair values of financial assets and liabilities, excluding financial instruments that are carried at fair value on a recurring basis, and information is provided on their classification within the fair value hierarchy. At December 31, 2020 Total Quoted Prices Significant Significant Estimated Assets Cash and cash equivalents $ 3,426,467 $ 3,426,467 $ - $ - $ 3,426,467 Bank balances held on behalf of customers 1,367,630 1,367,630 - - 1,367,630 Receivables from broker-dealers and clearing organizations 8,089,193 - 8,089,193 - 8,089,193 Short-term loans receivable 2,239,378 - 2,239,378 - 2,239,378 Commissions receivable 71,253 - 71,253 - 71,253 Other receivables 724,708 - 724,708 - 724,708 $ 15,918,629 $ 4,794,097 $ 10,399,824 $ - $ 15,918,629 Liabilities Payables to customers $ 5,221,270 $ - $ 5,221,270 $ - $ 5,221,270 Payable to broker-dealers 3,845,740 - 3,845,740 - 3,845,740 Commissions payable 39,180 - 39,180 - 39,180 Accrued expenses and other payables 1,763,094 - 1,763,094 - 1,763,094 Short-term borrowings 293,905 - 293,905 - 293,905 Due to director 149,522 - 149,522 - 149,522 $ 11,312,711 $ - $ 11,312,711 $ - $ 11,312,711 At December 31, 2019 Total Quoted Prices Significant Significant Estimated Assets Cash and cash equivalents $ 6,388,978 $ 6,388,978 $ - $ - $ 6,388,978 Bank balances held on behalf of customers 2,192,201 2,192,201 - - 2,192,201 Receivables from broker-dealers and clearing organizations 1,684,961 - 1,684,961 - 1,684,961 Short-term loans receivable 1,637,310 - 1,637,310 - 1,637,310 Commissions receivable 88,560 - 88,560 - 88,560 Other receivables 166,064 - 166,064 - 166,064 $ 12,158,074 $ 8,581,179 $ 3,576,895 $ - $ 12,158,074 Total Quoted Prices Significant Significant Estimated Liabilities Payables to customers $ 3,853,693 $ - $ 3,853,693 $ - $ 3,853,693 Commissions payable 29,439 - 29,439 - 29,439 Dividends payable 385,901 - 385,901 385,901 Accrued expenses and other payables 417,445 - 417,445 - 417,445 Short-term borrowings 1,412,570 - 1,412,570 1,412,570 Short-term borrowings from related party 128,415 - 128,415 - 128,415 $ 6,227,463 $ - $ 6,227,463 $ - $ 6,227,463 |
Short-term Loans Receivable
Short-term Loans Receivable | 12 Months Ended |
Dec. 31, 2020 | |
Short-term Loans Receivable [Abstract] | |
Short-term Loans Receivable | Note 6 - Short-term Loans Receivable (a) On December 20, 2019, the Group issued notes receivable in an aggregate of approximately $1,626,000 to an unrelated party. The notes were due June 20, 2020 and accrue interest at a rate of 6% per annum. On June 20, 2020, the notes were extended to June 21, 2021. For the years ended December 31, 2020 and 2019, interest income earned on these notes were approximately $99,000 and $3,000, respectively. (b) In June and December 2020, the Group entered into loan agreements in the aggregate principal amount of $380,000 to one unrelated party. The loans are due on April 28, 2021 and June 29, 2021, respectively and both accrue interest at a rate of 6% per annum. For the year ended December 31, 2020, interest income earned on these notes was approximately $4,000. (c) In June 2020, the Group entered into a loan agreement in the principal amount of $300,000 to another unrelated party. Such loan is due on December 1, 2020 and accrue interest at a rate of 6% per annum. The loan was partially repaid and then was extended to December 1, 2021. As of December 31, 2020, the outstanding balance was approximately $214,000 which was fully repaid in March 2021. For the year ended December 31, 2020, interest income earned on this note was approximately $11,000. As of December 31, 2020, and 2019, the aggregate outstanding balance of loan receivables above was approximately $1,637,000 and $2,239,000, respectively. Subsequently on March 1, 2021, the Group entered into Deeds of Assignment with the two unrelated borrowers discussed in (a) and (b) above and Lanlian (as discussed in Note 7). As a result, the Group assigned the outstanding loans receivable and accrued interest in Note 6(a) in an aggregate of approximate $1,691,000 to Lanlian without recourse as payment for the purchase price (as discussed in Note 7), and such notes were fully settled; the Group assigned the outstanding loans receivable in Note 6(b) in an aggregate of approximate $359,000 to Lanlian without recourse as payment for the purchase price (as discussed in Note 7), and the remaining principal of such loans were approximately $21,000 which were fully collected in March 2021. No gains or losses are recognized. |
Other Assets
Other Assets | 12 Months Ended |
Dec. 31, 2020 | |
Other Assets [Abstract] | |
Other Assets | Note 7 - Other Assets As of December 31, 2020, the balance of Other Assets was primarily comprised of advance payment for purchasing eight copyrighted trading software in the amount of $5,950,000. In December 2020, the Group entered into an asset acquisition agreement (the “Asset Acquisition Agreement”) with Hangzhou Lanlian Technology Co., Ltd (“Lanlian”), in a single transaction, to acquire eight separate copyrighted trading software programs at closing. The acquisition is expected close on or before June 30, 2021, with the Group acquiring eight copyrighted trading software programs (“Assets Portfolio”) with titles transferred. The aggregate purchase price for the Assets Portfolio was approximately $8.0 million, inclusive of capital expenditure commitments and transaction costs. In addition, as a result of Deed of Assignments entered into subsequently as discussed in Note 6, the aggregate purchase price was fully settled. |
Accrued Expenses and Other Paya
Accrued Expenses and Other Payables | 12 Months Ended |
Dec. 31, 2020 | |
Accrued Expenses and Other Payables [Abstract] | |
Accrued Expenses and Other Payables | Note 8 - Accrued Expenses and Other Payables Accrued expenses and other payables consist of the following: December 31, 2020 2019 Accrued professional fees $ 1,376,450 $ 188,749 Accrued vacation and benefits 174,771 127,999 Accrued communication and technology expenses 114,754 83,724 Other payables 97,119 16,973 $ 1,763,094 $ 417,445 |
Short-term Borrowings
Short-term Borrowings | 12 Months Ended |
Dec. 31, 2020 | |
Short-term Borrowings [Abstract] | |
Short-term Borrowings | Note 9 - Short-term Borrowings In August and September 2019, Lion Wealth Limited (“LWL”) obtained short-term borrowings in an aggregate of $20,409,250 from China Tonghai Financial Limited (“Tonghai”) with an interest rate of 13% per annum and due on December 5, 2019. Lion Financial Group Limited acts as the corporate guarantor and the guarantee is a continuing guarantee and extends to the ultimate balance of all borrowings. The majority of the proceeds from the short-term borrowings were then advanced to four unrelated entities (collectively, the “Borrowers”) under four separate loan agreements in an aggregate of $19,108,159, at an interest rate of 15% per annum and with due dates ranging from November 27, 2019 to December 5, 2019. On December 5, 2019, LWL entered into a Deed of Novation with Tonghai and a new debtor, Xiao Bin Trading Company Limited (“Xiao Bin”), whereby LWL transferred all of its rights and obligations pertaining to $19.1 million of the borrowings under its original borrowing agreement with Tonghai to Xiao Bin. The remaining $1.3 million under the original borrowing agreement which was not novated was included in the line “Short-term Borrowings” in the consolidated balance sheet as of December 31, 2019. Simultaneous to this novation agreement, LWL entered into four separate Deeds of Novation with Xiao Bin, as the new creditor, and the four Borrowers to transfer all of LWL’s rights and obligations under the four original loan agreements totaling $19.1 million to Xiao Bin. The Group offset legal rights resulting from the Deed of Novation with Tonghai and the four Deeds of Novation with the Borrowers in the amount of $19.1 million. Since only the rights and obligations were transferred and no cash transactions were made, the settlement was properly accounted for as noncash transaction. As a result, a gain from forgiveness of debts of approximately $26,000 was recognized and the remaining outstanding short-term borrowings in the amount of $1,284,155 were extended from December 5, 2019 to March 5, 2020. For the year ended December 31, 2019, interest income and interest expense under the arrangement totaled approximately $768,000 and $714,000, respectively. During 2020, LWL entered into a supplemental loan agreement with China Tonghai Financial Limited and the loan was changed to due on demand afterwards. During the year ended December 31, 2020, the repayments made were approximately $990,000 in the aggregate, and interest expense incurred on the remaining outstanding balance totaled approximately $105,000. As of December 31, 2020, the outstanding amount under this loan was approximately $294,000 which was fully repaid in February 2021. In September 2019, Lion Financial Group Limited obtained short-term borrowings with an unrelated third-party lender at an interest rate of 12% per annum in the amount $510,230 which were guaranteed by shareholder. As of December 31, 2019, the remaining balance of such unrelated party borrowing was $128,415 which was subsequently fully repaid by January 3, 2020. For the year ended December 31, 2019, interest expense on this loan was approximately $15,000. In November 2019, LWL obtained short-term borrowings from a related party in the amount of $128,415 with an interest rate of 12% per annum due on February 6, 2020. As of December 31, 2019, the remaining balance of such borrowing was $128,415 which was subsequently fully repaid by January 3, 2020. For the year ended December 31, 2019, interest expense on the loan was approximately $2,000. |
Derivatives
Derivatives | 12 Months Ended |
Dec. 31, 2020 | |
Derivatives [Abstract] | |
Derivatives | Note 10 - Derivatives Derivative financial instruments used for trading purposes are carried at fair value. Fair values for exchange-traded derivatives, principally futures and certain options, are based on quoted market prices. Fair values for over-the-counter derivative financial instruments, principally CFDs are based on spot exchange rates broadly distributed in active markets. Factors taken into consideration in estimating the fair value of OTC derivatives include market liquidity, concentrations, and funding and administrative costs incurred. The Group does not apply hedge accounting as defined in FASB ASC 815 because all financial instruments are recorded at fair value with changes in fair values reflected in earnings. Therefore, certain of the disclosures required under FASB ASC 815 are generally not applicable with respect to these financial instruments. As discussed in Note 1, the Group’s derivative trading activity primarily relates to situations where it assumes the role of a market maker or a counter party in its customers’ CFD transactions. If the trades of one customer can be used to naturally hedge and offset the trades of another customer, the Group will act as the market maker to offer liquidity and pricing to both customers. When such an offsetting is not available, the Group may choose to use its own trades to hedge and offset the trades of its customer. The contractual amounts related to CFDs reflect the volume and activity and generally do not reflect the amounts at risk. The fair value of the asset or liability is the best indicator of the Group’s risk. The credit risk for the CFDs is limited to the unrealized fair value gains (losses) recorded in the balance sheets. Market risk is substantially dependent upon the value of the underlying assets and is affected by market forces such as volatility and changes in interest and foreign exchange rates. The Group’s open derivative positions at December 31, 2020 and 2019 were net derivative liabilities of approximately $6,000 and net derivative assets of approximately $194,000, primarily including Foreign Currency CFDs, Gold CFDs, and Crude Oil CFDs etc. Offsetting Arrangements Financial assets and financial liabilities are offset and the net amount is reported in the consolidated balance sheets if there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, or to realize the assets and settle the liabilities simultaneously. Concentrations of Credit Risk The Group is engaged in various trading and brokerage activities in which counterparties primarily include broker-dealers, individuals, and other financial institutions. In the event counterparties do not fulfill their obligations, the Group may be exposed to risk. The risk of default depends on the creditworthiness of the counterparty or issuer of the instrument. It is the Group’s policy to review, as necessary, the credit standing of each counterparty. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Parties | Note 11 - Related Parties The Group received subscription payments from its then sole shareholder prior to Business Combination to meet the capital needs, which were reflected in the consolidated statements of changes in stockholders’ equity. In addition, the sole shareholder also funded the Group’s working capital needs and the Group repaid and provided advances to the shareholder from time to time, which were recorded in due from or due to shareholder included in the consolidated balance sheets. Any advances received from and made to the shareholder are non-interest bearing and due on demand. Prior to the Closing, an individual shareholder owns 100% of the LFGL’s outstanding shares which were initially financed with subscription receivable from the shareholder recorded as a reduction to equity. The shareholder has been making subscription payments based on the capital needs. This sole shareholder became the Group’s director upon the Closing. During the year ended December 31, 2020, dividends paid to the individual shareholder were $385,901; the Group received the advances from director for working capital needs in an aggregate of approximately $1,617,000 and repaid in an aggregate of approximately $1,467,000. As a result, due to director in an amount of approximately $ 150,000 was included in the consolidated balance sheet as of December 31, 2020. During the year ended December 31, 2019, the shareholder did not make payments in cash towards the subscription receivable; the Group received and fully repaid the advances from shareholder for working capital needs in an aggregate of $7,679,131, and provided advances to shareholder in an aggregate of $6,484,121 accounted for as due from shareholder. As a result of the return of capital and dividends declared as described in Note 13 Stockholders’ Equity, both subscription receivable and due from shareholder were reduced to zero, with dividends payable of $385,901 included in the consolidated balance sheet as of December 31, 2019. During the year ended December 31, 2018, the Group received subscription payments of $5,415,082 from shareholder; the Group received the advances from shareholder for working capital needs in an aggregate of $484,601 and fully repaid the advances to shareholder. As of December 31, 2018, subscription receivable from shareholder was $3,022,606, and due from shareholder was zero. Also see Note 9 for a description of a short-term borrowings received from a related party in November 2019. |
December 2020 Convertible Deben
December 2020 Convertible Debenture and Warrants | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
December 2020 Convertible Debenture and Warrants | Note 12 - December 2020 Convertible Debenture and Warrants On December 14, 2020, the Company completed a private placement in net proceeds of $1,540,000 in exchange for the issuance of i) a 9% senior secured convertible debenture (the “2020 Convertible Debenture” or “Debenture”) in the principal amount of $1,600,000, which is convertible up to 800,000 ADSs at $2.00 per ADS at any time, matures 30 months from the date of issuance and accrues interest at 9% per annum payable quarterly in cash or, in lieu of cash payment, in our ADSs, subject to adjustment and certain customary equity conditions; ii) a 2-year warrant (“Series B Warrant”) to purchase 5,000,000 ADS at an exercise price of $2.00 per ADS; iii) a warrant to purchase 1,200,000 ADS (“Series A Warrant”) until December 14, 2027 at an exercise price of $2.45 per ADS; and iv) a 7-year warrant to purchase 7,500,000 ADS (“Series C Warrant”, together with Series A Warrant and Series B Warrant, the “December 2020 Warrants”) at an exercise price of $2.45 per ADS. The exercisability of Series C Warrant shall vest ratably from time to time in proportion to the exercise of the Series B Warrant by the holder. Further, for each $1 million of subscription amount under the 2020 Convertible Debenture and the Series B Warrant, the purchaser shall receive a certificate representing 50,000 ADSs (or such lesser number on a ratable basis if the Subscription Amount is less than $1 million). The Company and the subsidiary guarantors have pledged substantially all of their assets as security for amounts due under the Debenture, upon the terms and subject to the conditions set forth in a security agreement. The Debenture includes an adjustment provision in the event of share combination event (as defined in the agreements), also includes a full ratchet anti-dilution in the event that the Company issues any ADSs or ordinary shares for a per share purchase price less than the then conversion price. Similar to the Debenture, the December 2020 Warrants include an adjustment provision in the event of a share combination event. Additionally, if the Company issues ordinary shares or ordinary share equivalents for an effective price less than $2.20, subject to adjustment, then the exercise price shall be adjusted to such lower price and the number of ADSs issuable upon exercise of the December 2020 Warrants shall be adjusted proportionally to maintain the aggregate exercise price of the December 2020 Warrants. The Company adopted ASU 2017-11, Accounting for Certain Financial Instruments with Down Round Features. The detachable December 2020 Warrants issued to the holder are considered to be indexed to the Company’s own stock and classified in stockholders’ equity and therefore they meet the scope exception prescribed in ASC 815-10-15. The fair value of December 2020 Warrants is measured by using Binomial Option Pricing Model and Black-Scholes Merton Valuation Model with the assumptions below on the date of issuance. The three series of December 2020 Warrants were valued at approximately $1,220,000, $2,915,000 and $6,244,000, respectively with no subsequent adjustment of fair value in accordance with ASC 815. Series A Series B Series C Expected term in years 7 2 7 Expected dividend yield 0 % 0 % 0 % Volatility 46.68 % 49.61 % 46.68 % Risk-free interest Rate 0.63 % 0.197 % 0.63 % The Company assessed the accounting for the Debenture in accordance with ASC 470-20 allocating the net proceeds to Convertible Debenture, the detachable Series A, B and C December 2020 Warrants on their relative fair value basis, in the amount of approximately $206,000, $157,000, $375,000 and $802,000, respectively. The intrinsic value of beneficial conversion feature (the “BCF”) is greater than the proceeds allocated to the convertible instrument, therefore the amount of the discount assigned to the BCF is limited to the amount of the proceeds allocated to the convertible instrument. For the holder of the Debenture, conversion price results in BCF that is separated as an equity component and assigned a value of approximately $206,000 as a debt discount. Debt discount is amortized using the effective interest rate method over the period from the issuance date through the stated redemption date. The issuance costs are allocated in the same proportion as the proceeds are allocated to the debt and warrants. Issuance costs allocated to the equity-classified warrants in an aggregate of $77,500 were charged to stockholders’ equity. The Debenture is recognized initially at fair value, net of debt discounts including the amount paid to the holder of $60,000 and allocation of proceeds to BCF and the detachable Series A and Series B Warrants of $737,000, in an aggregate of approximately $803,000 on the date of issuance. As the vesting of Series C Warrants is contingent upon the exercise of Series B, debt discounts related to allocation of proceeds to Series C Warrants will be deferred and recognized until Series C Warrants are vested on a proportional basis. As of December 31, 2020, the remaining unamortized debt discount was $784,000, and will be amortized through June 14, 2023. Issuance costs and other debt discounts accretion are recorded as interest expense in the consolidated statements of operations and comprehensive income (loss). The Company recognized interest expense of approximately $20,000 for the period ended December 31, 2020 including interest relating to contractual interest obligation approximately of $7,000 and amortization of the debt discounts and debt issuance cost approximately of $13,000. As a result of discounts accretion and amortization, the Debenture was in the carrying value of approximately $816,000 as of December 31, 2020. |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’ Equity | Note 13 - Stockholders’ Equity Ordinary Shares and Preferred Shares The Company is authorized to issue (i) 450,000,000 ordinary shares, $0.0001 par value per share, divided into 300,000,000 Class A ordinary shares and 150,000,000 Class B ordinary shares, and (ii) 50,000,000 preferred shares, $0.0001 par value per share. As of June 16, 2020, subsequent to the closing of the Business Combination, there were 17,399,176 ordinary shares outstanding, including 7,647,962 Class A ordinary shares and 9,751,214 Class B ordinary shares, and no preferred shares outstanding. The shareholders of Class A and Class B ordinary shares have the same rights except for the voting and conversion rights. Each Class A ordinary share is entitled to one vote, and is not convertible into Class B ordinary share under any circumstance; and each Class B ordinary share is entitled to ten votes, and is convertible into one Class A ordinary share at any time by the holder thereof, subject to adjustments for any subdivision or combination. On July 24, 2020, the Company issued an aggregate of 300,000 Class A ordinary shares, represented by ADSs to PAAC’s prior directors and officers in an amount of approximately $60,000. These shares were granted by PAAC in 2019 at a fair value price of $0.20 per share determined on the grant date and fully earned upon Business Combination. On November 12, 2020, as a result of post-merger consideration adjustment, additional 121,473 ordinary shares were issued to Lion’s original shareholders, including 29,591 Class A ordinary shares, represented by ADSs and 91,882 Class B ordinary shares. August 2020 Private Placement On August 1, 2020, the Company entered into a securities purchase agreement (as amended on September 29, 2020, and later amended and restated on October 19, 2020) with three investors (collectively, the “Investors”). Two tranches of transactions contemplated under the agreement were closed on August 3 and November 13, 2020, respectively. As a result, an aggregate of 1,500,000 ADSs and 1,500,000 warrants to purchase an aggregate of 1,500,000 of our ADS at US$3.00 per ADS (the “August 2020 PIPE Warrants”) were issued at US$2.00 per ADS for an aggregate purchase price of US$3 million, and an aggregate of 150,000 ADSs were issued as origination fee. Issuance costs of approximately $469,000 were recorded as a charge to additional paid-in capital, including legal and accounting fees. In accordance with ASC 815-40, warrants are classified within stockholders’ equity as “Additional paid-in capital” upon their issuance. The proceeds were allocated to ordinary shares and PIPE Warrants on the relative fair value of the securities in accordance with 470-20-30. In aggregate, the net proceeds to the Company were approximately $2,531,000 classified within stockholders’ equity, including a subscription receivable of $508,750 classified in the other receivable in the consolidated balance sheets as of December 31, 2020 which was received in January 2021. Such warrants shall be exercisable for a period of three years from the issuance date. Exercise price is subject to adjustments in case of reorganization, consolidation, merger etc. and in case of stock purchase rights in the subsequent two-year period at a price per share less than the exercise price as stated in the securities purchase agreement. Share Subscription Agreement with Yun Tian On December 19, 2020, the Company entered into a private placement share subscription agreement (the “Share Subscription Agreement”) with Yun Tian Investment Limited (“Yun Tian”). Yun Tian subscribes for an aggregate of not more than 4,540,000 Class A ordinary shares (the “Subscription Shares”) by tranches at a subscription price of $2.2 per share before June 30, 2021. The Subscription Shares shall be subject to a lock-up period of two years from the issuance. Subscription price shall be specifically used for the operation of the Relevant Business as defined below. For a period of two years commencing on January 1, 2021 (or such other date as may be mutually agreed), Yun Tian shall procure that Lion Brokers Limited’s TRS trading business, T+0 business, OTC Stock Options business and any other relevant business (the “Relevant Business”) shall achieve a milestone (the “Milestone”) of net profit before tax of RMB 200 million. At any point of time during the two-year period, when the Milestone is achieved, within 15 days after the Milestone has been achieved, Yun Tian shall be entitled to receive 5,000,000 Class A ordinary shares (the “Earn-out Shares”) from the Company. The arrangement of Earn-out Shares is not required the liability classification in accordance with ASC 480; Earn-out Shares are considered being indexed to the Company’s own stock and meet the criteria for equity classification in accordance with ASC 815-10-15. Further, in reference to ASC 810-10, such arrangement of Earn-out Shares is not considered a separate transaction as the compensation for services and will be accounted for as equity transaction. As of December 31, 2020, the Company did not receive the first tranche of subscription price yet and Subscription Shares were not issued. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 14 - Stock-Based Compensation 2020 Share Incentive Plan In June 2020, in connection with the Business Combination, the Company’s board approved the 2020 Share Incentive Plan (the “2020 Plan”) and reserved 4,632,449 ordinary shares for issuance thereunder. The Company’s employees, non-employee directors and consultants are eligible to receive options, restricted shares, restricted share units, dividend equivalents, deferred shares, share payments or share appreciation rights, which may be awarded or granted under the Plan (collectively, “Awards”). Generally, each option will have an exercise price determined by the administrator and set forth in the award agreements which may be a fixed or variable price related to the fair market value of the Company’s ordinary shares and a contractual term up to ten years. The Administrator is authorized to grant deferred shares to any Eligible Individual. The number of shares of deferred shares shall be determined by the Administrator; shares underlying a deferred share award will not be issued until the deferred share award has vested, pursuant to a vesting schedule or other conditions or criteria set by the Administrator. As of December 31, 2020, a total of 1,486,504 shares had been granted under the 2020 Plan and 3,145,945 shares remained available for future awards. On December 1, 2020, 1,486,504 deferred shares were granted to certain employees, non-employee directors and consultants for their services during the year ended December 31, 2020. All of the deferred shares granted are fully vested on the grant date. The Company estimated the fair value of shares at the closing price on the grant date and the stock-based compensation expenses were as follows for the year ended December 31, 2020. Communication and technology $ 335,000 Marketing 363,000 Services fees 294,000 Compensation and benefits 934,800 Professional fees 228,000 General and administrative 1,502,000 Total stock-based compensation $ 3,656,800 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 15 - Income Taxes The current and deferred portions of the income tax expense included in the statements of operations and comprehensive income as determined in accordance with FASB ASC 740 are as follows: Year ended December 31, 2020 2019 2018 Current $ 1,767 $ 66,299 $ 26,962 Deferred (451 ) (1,827 ) (628 ) $ 1,316 $ 64,472 $ 26,334 A reconciliation of the difference between the expected income tax expense or benefit computed at applicable statutory income tax rates and the Group’s income tax expense is shown in the following table: Year ended December 31, 2020 2019 2018 Income tax expense (benefit) at applicable statutory rate (1) $ (348,782 ) $ 1,345,164 $ (473,951 ) (Income) loss not subject to tax (2) (214,313 ) (1,716,553 ) 313,015 Current year change in valuation allowance 558,859 406,506 195,420 Others 5,552 29,355 (8,150 ) Reported income taxes $ 1,316 $ 64,472 $ 26,334 (1) The applicable statutory rate applied is based on the profits tax rates in Hong Kong. Effective for tax years ended on or after December 31, 2018, the applicable tax rate was 8.25% on the first HK $2,000,000 of assessable profits and 16.5% on any assessable profits above that threshold. The 8.25% tax rate can only be utilized by one entity in a controlled group. All other Hong Kong entities in the Group utilize the 16.5% tax rate. The Singapore entity within the Group has an applicable tax rate of 17.0%. The entity in the United States within the Group has a federal tax rate of 21.0%. (2) The Group also has entities domiciled in the British Virgin Islands and the Cayman Islands, but such entities are not subject to income or capital gains taxes. Significant components of the Group’s deferred tax assets (liabilities) are presented below: December 31, 2020 December 31, 2019 Deferred tax asset Others $ 1,128 $ 677 Net operating loss carryforwards 1,367,309 808,450 Less: Valuation allowance (1,367,309 ) (808,450 ) Net deferred tax asset $ 1,128 $ 677 Management has applied a valuation allowance to the total amount of deferred tax assets based on the determination that it is more likely than not that some portion of the deferred tax asset will not be realized. This determination was based on the historic and estimated future profitability of the entities to which the deferred tax assets relate. The tax rules in Hong Kong do not allow the Group to file on a consolidated basis. |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2020 | |
Commitments [Abstract] | |
Commitments | Note 16 - Commitments The Group leases certain office premises under non-cancelable leases. Rent expenses under operating leases for the year ended December 31, 2020, 2019 and 2018 were approximately $683,000, $592,000 and $548,000, respectively. Future minimum payments under non-cancelable operating leases were as follows at December 31, 2020: Year Ended December 31, 2021 $ 646,930 2022 209,556 2023 3,736 $ 860,222 |
Regulatory Requirements
Regulatory Requirements | 12 Months Ended |
Dec. 31, 2020 | |
Regulatory Assets and Liabilities Disclosure [Abstract] | |
Regulatory Requirements | Note 17 - Regulatory Requirements The following table illustrates the minimum regulatory capital as established by the Hong Kong Securities and Futures Commission, the Insurance Authority (Hong Kong) and the Cayman Islands Monetary Authority (CIMA) that the Company’s subsidiaries were required to maintain as of December 31, 2020 and the actual amounts of capital that were maintained. Entity Name Minimum Capital Excess Percent of Lion International Securities Group Limited $ 386,927 $ 1,043,803 $ 656,876 270 % Lion Futures Limited 386,927 948,872 561,945 245 % Lion Asset Management Limited 12,898 27,770 14,872 215 % BC Wealth Management Limited 12,898 468,279 455,381 3631 % Lion Broker Limited (Cayman) 537,164 8,426,049 7,888,885 1569 % Total $ 1,336,814 $ 10,914,773 $ 9,577,959 816 % |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment Reporting | Note 18 - Segment Reporting ASC 280, Disclosures about Segments of an Enterprise and Related Information establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise which engage in business activities from which they may earn revenues and incur expenses, and about which separate financial information is available that is evaluated regularly by the chief operating decision-maker, or decision-making group, in deciding how to allocate resources and in assessing performance. Reportable segments are defined as an operating segment that either (a) exceeds 10% of revenue, or (b) reported profit or loss in absolute amount exceeds 10% of profit of all operating segments that did not report a loss or (c) exceeds 10% of the combined assets of all operating segments. The Group has three primary operating segments (1) futures and securities brokerage services, (2) insurance brokerage services and (3) market making (CFD) trading and other business. The Group’s futures and securities brokerage segment generates commissions income by enabling customers to trade in futures and securities markets throughout the world. The Group’s insurance brokerage segment generates commissions by providing insurance brokerage services to high-net-worth individuals. The Group engages in market making (CFD trading) activities where it serves as the counterparty to its customers in derivative transactions. The Group experiences trading gains and losses from such market making (CFD trading) activities. The Group also generated income in an aggregate of approximately $211,000 from TRS trading business in 2020 including the commission income from the securities trading and interest income from the loan to customers, which was included in market making (CFD) trading and other business in 2020. The other segment houses the Group’s proprietary trading activities in investment securities, futures and derivatives, manages the deployment of capital throughout the group, and also includes executive management functions and corporate overhead. Futures Insurance brokerage services Market making Other Total Year ended December 31, 2020 Revenue $ 2,029,669 $ 959,299 $ 7,034,447 $ 206,720 $ 10,230,135 Commissions and fees 1,316,800 413,351 115,843 - 1,845,994 Compensation and benefits 1,110,192 256,529 - 2,436,072 3,802,793 Occupancy - 277,414 6,600 399,146 683,160 Communication and technology 455,323 5,160 643,630 349,937 1,454,050 General and administrative 55,028 48,210 243,172 1,917,908 2,264,318 Professional fees 26,690 16,813 278,719 1,243,612 1,565,834 Service fees - - 314,342 519,522 833,864 Interest - - 52,240 130,917 183,157 Depreciation 13,000 4,128 - 23,428 40,556 Marketing 222 222 166,013 484,867 651,324 Payment service charge - - 245,030 - 245,030 Other operating expenses - - - 11,464 11,464 2,977,255 1,021,827 2,065,589 7,516,873 13,581,544 Income (loss) from operations $ (947,586 ) $ (62,528 ) $ 4,968,858 $ (7,310,153 ) $ (3,351,409 ) Total segment assets $ 4,624,325 $ 213,495 $ 14,636,139 $ 3,432,110 $ 22,906,069 Futures Insurance brokerage services Market making Other Total Year ended December 31, 2019 Revenue $ 2,215,867 $ 2,648,141 $ 12,843,574 $ 819,268 $ 18,526,850 Commissions and fees 1,526,852 1,506,223 322,130 - 3,355,205 Compensation and benefits 1,154,378 334,964 - 941,294 2,430,636 Occupancy 202,467 198,637 1,200 189,632 591,936 Depreciation 26,845 4,087 - 21,920 52,852 Interest - - - 731,812 731,812 Communication and technology 469,818 7,269 343,556 2,790 823,433 General and administrative 72,403 69,765 140,598 409,882 692,648 Professional fees 7,369 702 118,929 634,238 761,238 Marketing 2,608 - 51,714 1,056 55,378 Service fees - - 119,711 265,129 384,840 Payment service charge - - 355,585 - 355,585 Other operating expenses 5,739 - - 4,724 10,463 3,468,479 2,121,647 1,453,423 3,202,477 10,246,026 Income (loss) from operations $ (1,252,612 ) $ 526,494 $ 11,390,151 $ (2,383,209 ) $ 8,280,824 Total segment assets $ 4,823,056 $ 352,377 $ 5,307,525 $ 2,935,390 $ 13,418,348 Futures Insurance Market making Other Total Year ended December 31, 2018 Revenue $ 2,066,354 $ 5,378,679 $ - $ (876,770 ) $ 6,568,263 Commissions and fees 1,293,577 4,157,668 - 20,357 5,471,602 Compensation and benefits 882,887 363,523 - 392,878 1,639,288 Occupancy 420,732 1,021 - 126,578 548,331 Depreciation 26,487 4,086 - 2,170 32,743 Interest - - - 118 118 Communication and technology 505,152 4,596 - 78,605 588,353 General and administrative 85,208 93,880 - 360,685 539,773 Professional fees 21,081 28,710 - 178,207 227,998 Marketing 8,736 185,019 - 2,178 195,933 Service fees - - - 53,592 53,592 Other operating expenses 3,063 1,359 - 10,984 15,406 3,246,923 4,839,862 - 1,226,352 9,313,137 Income (loss) from operations $ (1,180,569 ) $ 538,817 $ - $ (2,103,122 ) $ (2,744,874 ) Total segment assets $ 12,243,072 $ 370,114 $ - $ 3,059,575 $ 15,672,761 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 19 - Subsequent Events Management has considered subsequent events through March 31, 2021, which was the date these consolidated financial statements were issued. Strategic Cooperation Agreement On January 6, 2021, the Company entered into a binding strategic cooperation framework agreement (the “Strategic Cooperation Agreement”) with Mr. Yao Yongjie (“Mr. Yao”) and engaged Mr. Yao as the chief technical adviser to provide technical advice and consultancy service in blockchain industry. The Company grants to Mr. Yao options (the “Call Options”) to subscribe for 6 million Class A ordinary shares, represented by ADSs at a price fixed at US$2 per share. Within 24 months of the signing of the Strategic Cooperation Agreement, Mr. Yao may exercise the right to subscribe for such shares by tranches if the following conditions are met: (i) if the closing price of the shares in the Company exceeds US$3 per share for 3 consecutive trading days, Mr. Yao may exercise 2 million call options; (ii) if the closing price of the shares in the Company exceeds US$5 per share for 3 consecutive trading days, Mr. Yao may exercise 2 million call options; (iii) if the closing price of the shares in the Company exceeds US$7.50 per share for 3 consecutive trading days, Mr. Yao may exercise 2 million call options. The fair value of the Call Options is recognized as stock-based compensation expense over the requisite service period which is five-year period from the date thereof. February 2021 Private Placement On February 15, 2020, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement) with one third party investor (the “Purchaser”), pursuant to which the Company received $6,440,000 in consideration of the issuance of: (a) Series A Convertible Preferred Shares (the “Series A Convertible Preferred Shares”) with a stated value of $7,000,000; (b) a warrant (the “Series D Warrant”) to purchase 2,333,333 American Depositary Shares (“ADS”) of the Company until the fifth year anniversary of the closing date at an exercise price of $3.00 per ADS; (c) a one-year warrant to purchase 13,333,333 ADS (the “Series E Warrant”) at an exercise price of $3.00 per ADS, each exercise of which entitles the Warrant holder to receive one ADS and a 8% cash discount; and d) a 5-year warrant to purchase 13,333,333 ADS (the “Series F Warrant”, together with the Series D Warrant and the Series E Warrant, the “February 2021 Warrants”) at an exercise price of $3.00 per ADS. The exercisability of Series F Warrant shall vest ratably from time to time in proportion to the exercise of the Series E Warrant by the holder. The transactions contemplated under the Securities Purchase Agreement were closed on February 18, 2021. The Series A Convertible Preferred Shares bear dividend rights at a rate of 8% per annum commencing on the six month anniversary of the closing date, and is convertible into the ADSs, beginning after its original date of issuance at an initial conversion price of $3.00 per share. Dividend is payable quarterly in cash, or the Company may pay accrued interest in its ADSs. Shares Issuance (a) Exercise of Warrants in Connection with August 2020 Private Placement 770,833 Class A ordinary shares, as represented by ADSs were issued in February 2021 for the aggregate proceeds of approximately $1.5 million, as a result of investors’ exercise of August 2020 PIPE Warrants. (b) Conversion of the Debenture and Exercise of December 2020 Warrants On January 29, 2021, the holder converted the December 2020 Convertible Debenture. As a result, 889,667 Class A ordinary shares, as represented by ADSs were issued on February 5, 2021, including 809,667 ADSs as a result of holder’s conversion of principal and accrued interest and issuance of ADSs shares in relation to the full subscription of the Debenture. In addition, the Company received the proceeds of $27.4 million in exchange for the issuance of 14,200,000 Class A ordinary shares, as represented by ADSs, as a result of exercise of December 2020 Warrants. (c) Share Subscription Agreement with Yun Tian Subsequently, the Company received subscription price in an aggregate of $0.5 million from Yun Tian, the Subscriber, and the related Subscription Shares of 217,273 Class A shares were issued. (d) 2020 Share Incentive Plan A total of 1,486,504 Class A ordinary shares, represented by ADSs were issued in March 2021. Sponsorship of SPAC Companies In March 2021, the Group launched the sponsorship of two SPAC companies in cooperation with other parties. Subscription of Shares in Grandshores In February 2021, the Company entered into a framework strategic partnership agreement with Grandshores Technology Group Limited (“Grandshores”) (HKEX: 01647). In March 2021, Lion Brokers Limited subscribed 64,500,000 shares of Grandshores at a total subscription price of approximately $3.5 million, representing approximately 5.89% of the total issued share capital of Grandshores. |
SPAC Warrants
SPAC Warrants | 12 Months Ended |
Dec. 31, 2020 | |
SPAC Warrants [Abstract] | |
SPAC Warrants | Note 20 - SPAC Warrants PAAC’s warrants (collectively, the “SPAC Warrants”), which include (i) 11,500,000 warrants, those warrants included in the Units as part of IPO on June 3, 2019 (the “Public Warrants”), (ii) 5,375,000 warrants purchased by the founders of PAAC in a private placement simultaneously closed with PAAC’s IPO (the “Private Warrants”) and (iii) 920,000 warrants issued to the underwriters of PAAC’s IPO (the “Underwriters’ Warrants”). Public Warrants and Private Warrants Upon the Closing, each outstanding Public Warrant and Private Warrant of PAAC automatically represents the right to purchase one Class A Ordinary Share in the form of the Company’s ADSs in lieu of one ordinary share of PAAC at a price of $11.50 per share or $11.50 per ADS, subject to adjustment in the event of a share dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of Class A Ordinary Shares at a price below their respective exercise prices. However, no warrants issued in exchange for PAAC’s public warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the Class A Ordinary Shares issuable upon exercise of the warrants and a current prospectus relating to such Class A Ordinary Shares. Notwithstanding the foregoing, warrant holders may, during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis in the same manner as if the Company called the warrants for Redemption and required all holders to exercise their warrants on a “cashless basis.” The Company’s Public Warrants and Private Warrants became exercisable thirty (30) days after the Closing and will expire on the fifth anniversary of the Closing or earlier upon redemption or liquidation. The Company’s warrants issued in exchange for PAAC’s private warrants are identical to warrants issued in exchange for the PAAC’s public warrants, except that such private warrants will be exercisable for cash (even if a registration statement covering the Class A Ordinary Shares issuable upon exercise of such warrants is not effective) or on a cashless basis, at the holder’s option, and will not be redeemable by the Company, in each case so long as they are still held by PAAC’s initial purchasers or their affiliates. The Company may call the warrants for Redemption (excluding the private warrants), in whole and not in part, at a price of $0.01 per warrant, ● at any time while the warrants are exercisable; ● upon not less than 30 days’ prior written notice of Redemption to each warrant holder; ● if, and only if, the reported last sale price of the Company’s ADSs equals or exceeds $18.00 per ADS, for any 20 trading days within a 30-day trading period ending on the third business day prior to the notice of Redemption to warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the Class A Ordinary Shares underlying such warrants commencing five business days prior to the 30-day trading period and continuing each day thereafter until the date of Redemption. If the Company calls the warrants for Redemption as described above, management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” Subsequent to the Closing, 11,500,000 Public Warrants and 5,375,000 Private Warrants remained outstanding as of December 31, 2020. The Company evaluated the Public and Private Warrants under ASC 815-40, Derivatives and Hedging-Contracts in Entity’s Own Equity, and concluded that they do not meet the criteria to be classified in stockholders’ equity. Specifically, the SEC Statement focused in part on provisions in warrant agreements that provide for potential changes to the settlement amounts dependent upon the characteristics of the warrant holder and because the holder of a warrant is not an input into the pricing of a fixed-for-fixed option on equity shares, such provision would preclude the warrant from being classified in equity and thus the warrant should be classified as a liability. Accordingly, due to this restatement, the Public and Private Warrants are now classified as a liability at fair value on the Company’s consolidated balance sheet at December 31, 2020, and the change in the fair value of such liability in each period is recognized as a gain or loss in the Company’s consolidated statements of operations and comprehensive income (loss). Because the Public Warrants were publicly traded and thus had an observable market price, fair value adjustments were determined by utilizing the market prices whereas the Private Warrants were valued using a Black-Sholes-Merton pricing model as described in Note 5 to the consolidated financial statements. The changes in the fair value of the warrants may be material to our future operating results. Underwriters’ Warrants The Underwriters’ Warrants may be exercised for cash or on a cashless basis at $12.00 per share, at the holder’s option, at any time during the period commencing on the later of the first anniversary of the effective date of the registration statement of which this prospectus forms a part and the closing of our initial business combination and terminating on the fifth anniversary of such effectiveness date. Such warrants may not be sold, transferred, assigned, pledged or hypothecated for a period of 360 days immediately following the effective date of the PAAC’s registration statement. After 360 days after the effective date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. The Company will have no obligation to net cash settle the exercise of the warrants. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or our recapitalization, reorganization, merger or consolidation. Subsequent to the Closing, 920,000 Underwriters’ Warrants remained outstanding as of December 31, 2020. The Company evaluated the Underwriters’ Warrants under ASC 815-40, Derivatives and Hedging-Contracts in Entity’s Own Equity, and concluded that they meet the criteria to be classified in stockholders’ equity as additional paid-in capital. |
Restatement of Previously Issue
Restatement of Previously Issued Audited and Unaudited Consolidated Financial Statements | 12 Months Ended |
Dec. 31, 2020 | |
Condensed Financial Information Disclosure [Abstract] | |
Restatement of Previously Issued Audited and Unaudited Consolidated Financial Statements | Note 21 - Restatement of Previously Issued Audited and Unaudited Consolidated Financial Statements On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused in part on provisions in warrant agreements that provide for potential changes to the settlement amounts dependent upon the characteristics of the warrant holder and because the holder of a warrant is not an input into the pricing of a fixed-for-fixed option on equity shares, such provision would preclude the warrant from being classified in equity and thus the warrant should be classified as a liability. As a result of the SEC Statement, the Company reevaluated the accounting treatment of the Public Warrants and Private Warrants issued in connection with the IPO of PAAC (see Note 13) and recorded in equity to the Company’s consolidated balance sheet as a result of the merger and reverse recapitalization occurring on June 16, 2020. Because the Company’s Public Warrants and Private Warrants contain provisions whereby the settlement amount varies depending upon the characteristics of the warrant holder, the Public Warrants and Private Warrants should have been recorded at fair value as a liability in the Company’s consolidated balance sheet. Accordingly, due to this restatement, the Public Warrants and Private Warrants are now classified as a liability at fair value on the Company’s consolidated balance sheet at December 31, 2020, and the change in the fair value of such liability in each period is recognized as a gain or loss in the Company’s consolidated statements of operations and comprehensive income (loss). The Public Warrants and Private Warrants are deemed equity instruments for income tax purposes, and accordingly, there is no tax accounting relating to changes in the fair value of the Warrants recognized. When presenting diluted earnings (loss) per share in the Company’s Form 20-F/A for the year ended December 31, 2020 and the six months ended June 30, 2020, the shares issuable under the Public Warrants and Private Warrants were excluded in the diluted share count in accordance with U.S. generally accepted accounting principles (“GAAP”). Upon exercise, these shares will be included in Class A ordinary shares in the Company’s basic EPS share count from the date of issuance. Also, upon exercise, the liability would be extinguished and the fair value of the shares issued in settlement would be recorded as an increase in equity. The material terms of the SPAC Warrants are more fully described in Note 20 - SPAC Warrants. In addition, disclosures and amounts were restated in Note 1 - Organization and Principal Activities, Note 2 - Significant Accounting Policies, Note 5 - Fair Value, and Note 13 - Stockholders’ Equity. The impact of this correction to the applicable reporting periods for the financial statement line items impacted is as follows: For the Year Ended December 31, 2020 As Previously Reported Restatement Impact As Restated Consolidated Statements of Operations and Comprehensive Income (Loss): Change in fair value of warrant liabilities $ - $ 777,266 $ 777,266 (Loss) income before income taxes $ (3,351,409 ) $ 777,266 $ (2,574,143 ) Net (loss) income $ (3,352,725 ) $ 777,266 $ (2,575,459 ) Comprehensive income (loss) $ (3,332,238 ) $ 777,266 $ (2,554,972 ) (Loss) earnings per share for both Class A and Class B - basic and diluted: Basic and diluted $ (0.33 ) $ 0.08 $ (0.25 ) As of December 31, 2020 As Previously Reported Restatement Impact As Restated Consolidated Balance Sheets: Warrant liabilities $ - $ 1,469,821 $ 1,469,821 Total current liabilities $ 11,318,364 $ 1,469,821 $ 12,788,185 Total liabilities $ 12,134,370 $ 1,469,821 $ 13,604,191 Additional paid-in-capital $ 14,516,848 $ (2,247,087 ) $ 12,269,761 Accumulated deficit $ (3,729,628 ) $ 777,266 $ (2,952,362 ) Total stockholders’ equity $ 10,771,699 $ (1,469,821 ) $ 9,301,878 For the Year Ended December 31, 2020 As Previously Reported Restatement Impact As Restated Consolidated Statements of Cash Flow Cash Flows from Operating Activities Net (loss) income $ (3,352,725 ) $ 777,266 $ (2,575,459 ) Change in fair value of warrant liabilities $ - $ (777,266 ) $ (777,266 ) These errors had a non-cash impact, as such, the statement of cash flows for the year ended December 31, 2020 reflects an adjustment to net income (loss) and a corresponding adjustment for the (gain) loss on the change in fair value of warrant liabilities. Restatement of Previously Issued Unaudited Condensed Consolidated Financial Statements In lieu of filing amended 6-K, the following tables present the impact of the restatement on the Company’s unaudited condensed consolidated balance sheet and the unaudited condensed consolidated statements of operations that were included in the 6-K filed on August 21, 2020 for the quarters ended June 30, 2020. The amounts as previously reported were derived from the Company’s 6-K filed on August 21, 2020: For the Six Months Ended June 30, 2020 As Previously Reported Restatement Impact As Restated Consolidated Statements of Operations and Comprehensive Income: Change in fair value of warrant liabilities $ - $ 414,440 $ 414,440 Income before income taxes $ 2,377,198 $ 414,440 $ 2,791,638 Net income $ 2,373,877 $ 414,440 $ 2,788,317 Comprehensive income $ 2,394,437 $ 414,440 $ 2,808,877 Earnings per share for both Class A and Class B - basic and diluted : Basic and diluted $ 0.32 $ 0.05 $ 0.37 As of June 30, 2020 As Previously Reported Restatement Impact As Restated Consolidated Balance Sheets: Warrant liabilities $ - $ 1,832,647 $ 1,832,647 Total current liabilities $ 5,439,512 $ 1,832,647 $ 7,272,159 Total liabilities $ 5,439,512 $ 1,832,647 $ 7,272,159 Additional paid-in-capital $ 7,649,772 $ (2,247,087 ) $ 5,402,685 Accumulated deficit $ 1,996,974 $ 414,440 $ 2,411,414 Total equity $ 9,631,091 $ (1,832,647 ) $ 7,798,444 For the Six Months Ended June 30, 2020 As Previously Reported Restatement Impact As Restated Consolidated Statements of Cash Flow Cash Flows from Operating Activities Net income $ 2,373,877 $ 414,440 $ 2,788,317 Change in fair value of warrant liabilities $ - $ (414,440 ) $ (414,440 ) |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation These consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and have been prepared in accordance with the regulations of the Securities and Exchange Commission (“SEC”). |
Restatement of Previously Issued Financial Statements | Restatement of Previously Issued Financial Statements The Company has restated its consolidated financial statements as of and for the year ended December 31, 2020, as well as the unaudited condensed consolidated financial statements for the six month-period ended June 30, 2020 to correct the misapplication of the accounting guidance for its Public Warrants (as defined in Note 20) and Private Warrants (as defined in Note 20). See Note 21 - “Restatement of Previously Issued Audited and Unaudited Consolidated Financial Statements” for additional information regarding the accounting error identified and the restatement adjustment made to the consolidated financial statements. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. A subsidiary is an entity (including a structured entity), directly or indirectly, controlled by the Company. The financial statements of the subsidiaries are prepared for the same reporting period as the Company, using consistent accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in consolidation. |
Translation of Foreign Currencies | Translation of Foreign Currencies The functional currency is the U.S. dollar for the Group’s Cayman Island operations and the Hong Kong dollar for all other Group operations. The Group’s reporting currency is the U.S. dollar. Assets and liabilities denominated in foreign currencies are translated at year-end exchange rates, income statement accounts are translated at average rates of exchange for the year and equity is translated at historical exchange rates. Any translation gains or losses are recorded in other comprehensive income (loss). Gains or losses resulting from foreign currency transactions are included in net income. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements as well as the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of deposits with banks and all highly liquid investments, with maturities of three months or less, that are not segregated and deposited for regulatory purposes. The Group maintains its cash in bank deposit accounts which at times may exceed insured limits. The Group has not experienced any losses in such accounts. Management believes that the Group is not exposed to any significant credit risk on cash and cash equivalents. |
Restricted Cash - Cash Balances Held on Behalf of Customers | Restricted Cash - Cash Balances Held on Behalf of Customers The Group maintains segregated trust accounts with licensed banks or payment platform to hold customer funds in accordance with the relevant legislation. The Group has classified customer funds as bank balances held on behalf of customers with a corresponding payable to customers in the liabilities section of the consolidated balance sheets. |
Securities Owned and Derivatives | Securities Owned and Derivatives Securities transactions are recorded on the trade date, as if they had settled. Securities, futures and derivative positions are recorded at fair value in accordance with FASB ASC 820, Fair Value Measurement. See Notes 5 and 10 for more information on derivatives. |
Receivables | Receivables Receivables arise from the business of dealing in investment securities, futures and derivatives and include the amounts due on brokerage transactions on a trade-date basis. Broker-dealers will require balances to be placed with them in order to cover the positions taken by its customers. Clearing house receivables typically represent proceeds receivable on trades that have yet to settle and are usually collected within two days. Receivables from broker-dealers and clearing organizations as presented in the consolidated balance sheets represent such receivables related to the Group’s customer trading activities, including customers’ cash deposits, receivables arising from unsettled trades in securities, futures and CFD trading service, and receivables arising from the Group’s TRS trading service in an amount generally equal to the market value of A-shares. Receivables from broker-dealers and clearing organizations include such receivables arising from the Group’s proprietary trading activities as well. Commissions receivable as presented in the consolidated balance sheets represent trading commissions due and amounts due from insurance providers once referrals have been made and the transactions have been executed under the terms of the relative insurance policy or subscription agreement. As of December 31, 2020, and 2019, commission receivables were both related to insurance brokerage business. |
Fixed Assets and Depreciation | Fixed Assets and Depreciation Furniture, equipment and leasehold improvements are stated at cost less accumulated depreciation. Depreciation is provided on a straight-line basis using estimated useful lives of three to five years. Leasehold improvements are amortized over the lesser of the economic useful life of the improvement or the term of the lease. |
Intangible Assets | Intangible Assets Intangible assets are originally recognized at cost. The useful lives of intangible assets are assessed to be either finite or indefinite. The Group’s intangible assets consist of eligibility rights to trade on or through the Stock Exchange of Hong Kong Limited (the “SEHK ”) |
Payables | Payables Payables arise from the business of dealing in investment securities, futures and derivatives. The Group borrows loans from business partners at benchmark interest rate plus a fixed spread, and immediately lent to TRS trading service customers. Net loans borrowed from TRS business partners are included in the line item “payables to broker-dealers and clearing organizations”. As of December 31, 2020, the balance of payables to broker-dealers and clearing organizations was primarily comprised of such net loans. Payables to customers as presented in the consolidated balance sheets represent such payables related to the Group’s customer trading activities as well as the cash balances held on behalf of customers. Commissions payable mainly represent amounts owed to referral sources outside of the Group for transactions referred based on the terms of the underlying agreements. As of December 31, 2020, and 2019, commissions payable were both related to the insurance brokerage business. |
Revenue recognition | Revenue recognition See Note 3 for details. |
Commissions and Fees | Commissions and Fees Commissions and fees related to securities, derivative and TRS trading transactions are recorded on a trade date basis. Commissions expense on insurance products are recognized on the closing date of a transaction as determined by the terms of the relevant contract and insurance policy. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates all of its equity-linked financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480-10 and ASC 815-40. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. Derivative assets and liabilities are recorded at fair value at inception and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. |
Earnings (Loss) per Ordinary Share | Earnings (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings Per Share”, which requires earnings per share for each class of stock (ordinary shares and participating securities) to be calculated using the two-class method. The two-class method is an allocation of earnings between the holders of ordinary shares and a company’s participating security holders. Under the two-class method, earnings for the reporting period are allocated between ordinary shareholders and other security holders based on their respective participation rights in undistributed earnings. As the Company’s two classes of ordinary shares have the same dividend rights, earnings (loss) per share for each class of ordinary shares have the same results. Basic earnings (loss) per ordinary share is computed by dividing net income or loss by the weighted average number of ordinary shares issued and outstanding for the periods. For the year ended December 31, 2020, the December 2020 Convertible Debenture (as discussed in Note 12) which is convertible into the Company’s Class A ordinary shares, as represented by ADSs and December 2020 Series A Warrant (as discussed in Note 12) which is exercisable into the Company’s Class A ordinary shares, as represented by ADSs, have the same dividend rights as the ordinary shares on an as-converted and as-exercised basis, and therefore qualify as participating securities in accordance with ASC 260. The holders of Convertible Debenture and Series A Warrant do not have a contractual obligation to share in the Company’s losses, therefore participating securities are excluded from the calculation of earnings (loss) per share for the year ended December 31, 2020 in which there are losses. In accordance with ASC 260-10-45, the 1,933,740 Class B of Indemnity Escrow Shares and 3,876,481 Class B of Earnout Escrow Shares are considered contingently returnable shares and therefore are excluded from the computation of basic earnings (loss) per share for all periods presented (on a retroactively adjusted basis); and for the year ended December 31, 2020, the 1,486,504 Class A of incentive shares under 2020 Share Incentive Plan (as discussed in Note 14) are considered contingently issuable shares and therefore are included in the computation of basic earnings (loss) per share as of grant date when the shares are fully vested. For purposes of determining diluted earnings (loss) per ordinary share, basic earnings (loss) per ordinary share is further adjusted to include the effect of potential dilutive ordinary shares outstanding during the period. Potential ordinary shares consist of the incremental ordinary shares upon exercise of warrants using the treasury stock method and upon conversion of convertible debt using the if-converted method. During the years ended December 31, 2020, 2019 and 2018 (on a retroactively adjusted basis), the following potential dilutive securities denominated in ordinary shares equivalents were excluded from the computation of diluted earnings (loss) per share because to do so would have been antidilutive. As a result, diluted earnings (loss) per ordinary share is the same as basic earnings (loss) per ordinary share for all periods presented. Year ended December 31, 2020 2019 2018 SPAC Warrants See Note 20 17,795,000 17,795,000 17,795,000 August 2020 PIPE Warrants See Note 13 1,500,000 - - December 2020 Convertible Debenture See Note 12 800,000 - - December 2020 Series A Warrant See Note 12 1,200,000 - - December 2020 Series B Warrant See Note 12 5,000,000 - - December 2020 Series C Warrant See Note 12 7,500,000 - - Subsequently, an aggregate of approximately 17.6 million Class A ordinary shares were issued. See Note 19 for details. |
Reclassification | Reclassification Certain prior periods amounts have been reclassified to be comparable to the current period presentation. The reclassification has no effect on previously reported net assets or net income (loss). |
Stock-based Compensation | Stock-based Compensation The Company applies ASC No. 718, “Compensation-Stock Compensation”, which requires that share-based payment transactions with employees and nonemployees upon adoption of ASU 2018-07, be measured based on the grant date fair value of the equity instrument and recognized as compensation expense over the requisite service period, with a corresponding addition to equity. Under this method, compensation cost related to employee share options or similar equity instruments is measured at the grant date based on the fair value of the award and is recognized over the period during which an employee is required to provide service in exchange for the award, which generally is the vesting period. After the closing of the Business Combination, the fair value of the Company’s ordinary shares underlying stock-based awards is determined to be based on the closing price of the Company’s shares as reported by Nasdaq on the date of grant. The Company values its stock options or warrants that have service vesting requirements or performance-based awards with or without market conditions using the Binomial Option Pricing Model. |
Income Taxes | Income Taxes The amount of current taxes payable or refundable is recognized as of the date of the consolidated financial statements, utilizing currently enacted tax laws and rates of the relevant authorities. Deferred income taxes are recognized for temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements, net operating loss carry forwards and tax credits based on applicable tax rates. Deferred tax assets are reduced by a valuation allowance when management determines that it is more likely than not that some portion of the deferred tax asset will not be realized. Deferred tax expenses or benefits are recognized in the consolidated financial statements for the changes in deferred tax liabilities or assets between years. The Group recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50 percent likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Group presents any interest or penalties related to an underpayment of income taxes as part of its income tax expense. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, “Leases (Subtopic 842).” The new guidance requires lessees to recognize assets and liabilities arising from leases as well as extensive quantitative and qualitative disclosures. A lessee will need to recognize on its balance sheets a right of-use asset and a lease liability for the majority of its leases (other than leases that meet the definition of a short-term lease). The lease liabilities will be equal to the present value of lease payments. The right-of-use asset will be measured at the lease liability amount, adjusted for lease prepayment, lease incentives received and the lessee’s initial direct costs. For public business entities, the standard is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. In June 2020, the FASB issued ASU No. 2020-05, “Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities”. Under the ASU, private companies may apply the new leases standard for fiscal years beginning after December 15, 2021, and to interim periods within fiscal years beginning after December 15, 2022. ASU 2016-02 is required to be applied using the modified retrospective approach for all leases existing as of the effective date and provides for certain practical expedients. Upon adoption, the Group will recognize a lease liability and corresponding right-to-use asset based on the present value of minimum lease payments. The effects on the results of operations are not expected to be significant, as recognition and measurement of expenses and cash flows for leases will be substantially the same under the new standard. In June 2016, FASB amended guidance related to impairment of financial instruments as part of ASU 2016-13 Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This ASU requires a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual rights to receive cash. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. For private companies, the ASU on credit losses will take effect for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. All entities may adopt the amendments in this Update through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-retrospective approach). In May 2019, FASB issued ASU No.2019-05, Financial instrument - Credit Losses (Topic 326), Targeted Transition Relief, which provides an irrevocably fair value option to elect for eligible instruments. In November 2019, FASB issued ASU 2019-11 Codification Improvements to Topic 326, Financial Instruments - Credit Losses, which clarified and improved various aspects of ASU 2016-13. In November 2019, FASB issued ASU 2019-10 to amend private companies, not-for-profit organizations, and certain small public companies effective date on its credit losses (CECL) standards to fiscal years beginning after December 15, 2022 and interim periods therein. The Group has evaluated the effect of the adoption of this ASU and does not expect there will be significant impact on its consolidated financial statements from the adoption of the new guidance. In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40). The new ASU eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, the new guidance modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. The amendments in the ASU are effective for the Group for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The ASU requires adoption using either modified retrospective basis or retrospective basis. The Group is currently assessing the impact that the new guidance will have on its our consolidated financial statements. |
Organization and Principal Ac_2
Organization and Principal Activities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Years ended December 31, 2019 2018 Before After Before After Earnings (loss) per share – basic and dilutive $ 164.3 $ 1.16 $ (55.4 ) $ (0.39 ) |
Schedule of net assets acquired by the company upon business combination | Cash $ 2,476,198 Prepaid expenses and other current assets 209 Warrant liabilities (2,247,087 ) Accrued expenses (57,963 ) Net assets acquired by LGHL as of June 16, 2020 $ 171,357 |
Schedule of subsidiaries | Date of Place of Company name Incorporation or incorporation or establishment Ownership interest Principal activities Lion Financial Group Limited June 16, 2015 British Virgin Islands 100% Investment holding Lion Wealth Management Limited February 16, 2017 British Virgin Islands 100% Investment holding Lion International Securities Group Limited May 20, 2016 Hong Kong 100% Securities brokerage Lion Futures Limited May 20, 2016 Hong Kong 100% Futures brokerage Lion Foreign Exchange Limited May 20, 2016 Hong Kong 100% Dormant Lion Asset Management Limited (F/K/A Lion Capital Management Limited) May 20, 2016 Hong Kong 100% Asset management BC Wealth Management Limited October 14, 2014 Hong Kong 100% Insurance brokerage Lion Wealth Limited October 4, 2018 Hong Kong 100% Marketing and support service Lion Brokers Limited May 2, 2017 Cayman Islands 100% Broker dealer and market maker Lion Investment Fund SPC June 11, 2019 Cayman Islands 100% Dormant Lion International Financial (Singapore) Pte LTD July 26,2019 Singapore 100% Dormant Lion Group North America Corp. (F/K/A Proficient Alpha Acquisition Corp.) June 16, 2020 Nevada, USA 100% Dormant |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of potential dilutive securities denominated in ordinary shares equivalents that were excluded from the computation of diluted earnings (loss) per share | Year ended December 31, 2020 2019 2018 SPAC Warrants See Note 20 17,795,000 17,795,000 17,795,000 August 2020 PIPE Warrants See Note 13 1,500,000 - - December 2020 Convertible Debenture See Note 12 800,000 - - December 2020 Series A Warrant See Note 12 1,200,000 - - December 2020 Series B Warrant See Note 12 5,000,000 - - December 2020 Series C Warrant See Note 12 7,500,000 - - |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Revenue Recognition [Abstract] | |
Revenue from External Customers by Geographic Areas [Table Text Block] | Year ended December 31, 2020 2019 2018 Insurance brokerage commissions $ 959,299 $ 2,648,119 $ 5,375,531 Securities brokerage commissions 1,890,502 2,210,915 2,025,650 Market making commissions and fees 4,940,623 11,056,431 - Total revenue from contracts with customers $ 7,790,424 $ 15,915,465 $ 7,401,181 Hong Kong $ 2,777,831 $ 4,859,034 $ 7,401,181 Cayman Islands 5,012,593 11,056,431 - $ 7,790,424 $ 15,915,465 $ 7,401,181 |
Cash and Restricted Cash (Table
Cash and Restricted Cash (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Cash and Cash Equivalents [Abstract] | |
Restrictions on Cash and Cash Equivalents [Table Text Block] | December 31, 2020 2019 2018 Cash $ 3,426,467 $ 6,388,978 $ 3,116,209 Restricted Cash 1,367,630 2,192,201 3,991,949 Total cash and restricted cash presented in the consolidated statement of cash flows $ 4,794,097 $ 8,581,179 $ 7,108,158 |
Fair Value (Tables)
Fair Value (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of financial instruments, as their value is derived using quoted market prices as of the measurement date | Stock price $ 1.89 ~ 2.43 Exercise price $ 11.50 Expected term in years 4.46 ~ 5.00 Expected dividend yield 0 % Volatility 54.44% ~ 54.92 % Risk-free interest Rate 0.364% ~ 0.373 % |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | Quoted Prices Significant Significant Total Assets Listed equity securities $ 17,622 $ - $ - $ 17,622 Liabilities Derivatives $ - $ (5,653 ) $ - $ (5,653 ) Warrant liabilities (as restated) (1,000,500 ) (469,321 ) - (1,469,821 ) $ (1,000,500 ) $ (474,974 ) $ - $ (1,475,474 ) Quoted Prices Significant Significant Total Assets Listed equity securities $ 180,201 $ - $ - $ 180,201 Derivatives - 194,110 - 194,110 $ 180,201 $ 194,110 $ - $ 374,311 |
Schedule of Fair Value Hedging Instruments, Statements of Financial Performance and Financial Position, Location [Table Text Block] | Total Quoted Prices Significant Significant Estimated Assets Cash and cash equivalents $ 3,426,467 $ 3,426,467 $ - $ - $ 3,426,467 Bank balances held on behalf of customers 1,367,630 1,367,630 - - 1,367,630 Receivables from broker-dealers and clearing organizations 8,089,193 - 8,089,193 - 8,089,193 Short-term loans receivable 2,239,378 - 2,239,378 - 2,239,378 Commissions receivable 71,253 - 71,253 - 71,253 Other receivables 724,708 - 724,708 - 724,708 $ 15,918,629 $ 4,794,097 $ 10,399,824 $ - $ 15,918,629 Liabilities Payables to customers $ 5,221,270 $ - $ 5,221,270 $ - $ 5,221,270 Payable to broker-dealers 3,845,740 - 3,845,740 - 3,845,740 Commissions payable 39,180 - 39,180 - 39,180 Accrued expenses and other payables 1,763,094 - 1,763,094 - 1,763,094 Short-term borrowings 293,905 - 293,905 - 293,905 Due to director 149,522 - 149,522 - 149,522 $ 11,312,711 $ - $ 11,312,711 $ - $ 11,312,711 Total Quoted Prices Significant Significant Estimated Assets Cash and cash equivalents $ 6,388,978 $ 6,388,978 $ - $ - $ 6,388,978 Bank balances held on behalf of customers 2,192,201 2,192,201 - - 2,192,201 Receivables from broker-dealers and clearing organizations 1,684,961 - 1,684,961 - 1,684,961 Short-term loans receivable 1,637,310 - 1,637,310 - 1,637,310 Commissions receivable 88,560 - 88,560 - 88,560 Other receivables 166,064 - 166,064 - 166,064 $ 12,158,074 $ 8,581,179 $ 3,576,895 $ - $ 12,158,074 Total Quoted Prices Significant Significant Estimated Liabilities Payables to customers $ 3,853,693 $ - $ 3,853,693 $ - $ 3,853,693 Commissions payable 29,439 - 29,439 - 29,439 Dividends payable 385,901 - 385,901 385,901 Accrued expenses and other payables 417,445 - 417,445 - 417,445 Short-term borrowings 1,412,570 - 1,412,570 1,412,570 Short-term borrowings from related party 128,415 - 128,415 - 128,415 $ 6,227,463 $ - $ 6,227,463 $ - $ 6,227,463 |
Accrued Expenses and Other Pa_2
Accrued Expenses and Other Payables (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accrued Expenses and Other Payables [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | December 31, 2020 2019 Accrued professional fees $ 1,376,450 $ 188,749 Accrued vacation and benefits 174,771 127,999 Accrued communication and technology expenses 114,754 83,724 Other payables 97,119 16,973 $ 1,763,094 $ 417,445 |
December 2020 Convertible Deb_2
December 2020 Convertible Debenture and Warrants (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of assumptions used to measure the fair value of December 2020 Warrants on the date of issuance | Series A Series B Series C Expected term in years 7 2 7 Expected dividend yield 0 % 0 % 0 % Volatility 46.68 % 49.61 % 46.68 % Risk-free interest Rate 0.63 % 0.197 % 0.63 % |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block] | Communication and technology $ 335,000 Marketing 363,000 Services fees 294,000 Compensation and benefits 934,800 Professional fees 228,000 General and administrative 1,502,000 Total stock-based compensation $ 3,656,800 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of current and deferred portions of the income tax expense | Year ended December 31, 2020 2019 2018 Current $ 1,767 $ 66,299 $ 26,962 Deferred (451 ) (1,827 ) (628 ) $ 1,316 $ 64,472 $ 26,334 |
Federal Income Tax Note [Table Text Block] | Year ended December 31, 2020 2019 2018 Income tax expense (benefit) at applicable statutory rate (1) $ (348,782 ) $ 1,345,164 $ (473,951 ) (Income) loss not subject to tax (2) (214,313 ) (1,716,553 ) 313,015 Current year change in valuation allowance 558,859 406,506 195,420 Others 5,552 29,355 (8,150 ) Reported income taxes $ 1,316 $ 64,472 $ 26,334 |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | December 31, 2020 December 31, 2019 Deferred tax asset Others $ 1,128 $ 677 Net operating loss carryforwards 1,367,309 808,450 Less: Valuation allowance (1,367,309 ) (808,450 ) Net deferred tax asset $ 1,128 $ 677 |
Commitments (Tables)
Commitments (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block] | Year Ended December 31, 2021 $ 646,930 2022 209,556 2023 3,736 $ 860,222 |
Regulatory Requirements (Tables
Regulatory Requirements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Regulatory Assets and Liabilities Disclosure [Abstract] | |
Schedule of Regulatory Assets [Table Text Block] | Entity Name Minimum Capital Excess Percent of Lion International Securities Group Limited $ 386,927 $ 1,043,803 $ 656,876 270 % Lion Futures Limited 386,927 948,872 561,945 245 % Lion Asset Management Limited 12,898 27,770 14,872 215 % BC Wealth Management Limited 12,898 468,279 455,381 3631 % Lion Broker Limited (Cayman) 537,164 8,426,049 7,888,885 1569 % Total $ 1,336,814 $ 10,914,773 $ 9,577,959 816 % |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Futures Insurance brokerage services Market making Other Total Year ended December 31, 2020 Revenue $ 2,029,669 $ 959,299 $ 7,034,447 $ 206,720 $ 10,230,135 Commissions and fees 1,316,800 413,351 115,843 - 1,845,994 Compensation and benefits 1,110,192 256,529 - 2,436,072 3,802,793 Occupancy - 277,414 6,600 399,146 683,160 Communication and technology 455,323 5,160 643,630 349,937 1,454,050 General and administrative 55,028 48,210 243,172 1,917,908 2,264,318 Professional fees 26,690 16,813 278,719 1,243,612 1,565,834 Service fees - - 314,342 519,522 833,864 Interest - - 52,240 130,917 183,157 Depreciation 13,000 4,128 - 23,428 40,556 Marketing 222 222 166,013 484,867 651,324 Payment service charge - - 245,030 - 245,030 Other operating expenses - - - 11,464 11,464 2,977,255 1,021,827 2,065,589 7,516,873 13,581,544 Income (loss) from operations $ (947,586 ) $ (62,528 ) $ 4,968,858 $ (7,310,153 ) $ (3,351,409 ) Total segment assets $ 4,624,325 $ 213,495 $ 14,636,139 $ 3,432,110 $ 22,906,069 Futures Insurance brokerage services Market making Other Total Year ended December 31, 2019 Revenue $ 2,215,867 $ 2,648,141 $ 12,843,574 $ 819,268 $ 18,526,850 Commissions and fees 1,526,852 1,506,223 322,130 - 3,355,205 Compensation and benefits 1,154,378 334,964 - 941,294 2,430,636 Occupancy 202,467 198,637 1,200 189,632 591,936 Depreciation 26,845 4,087 - 21,920 52,852 Interest - - - 731,812 731,812 Communication and technology 469,818 7,269 343,556 2,790 823,433 General and administrative 72,403 69,765 140,598 409,882 692,648 Professional fees 7,369 702 118,929 634,238 761,238 Marketing 2,608 - 51,714 1,056 55,378 Service fees - - 119,711 265,129 384,840 Payment service charge - - 355,585 - 355,585 Other operating expenses 5,739 - - 4,724 10,463 3,468,479 2,121,647 1,453,423 3,202,477 10,246,026 Income (loss) from operations $ (1,252,612 ) $ 526,494 $ 11,390,151 $ (2,383,209 ) $ 8,280,824 Total segment assets $ 4,823,056 $ 352,377 $ 5,307,525 $ 2,935,390 $ 13,418,348 Futures Insurance Market making Other Total Year ended December 31, 2018 Revenue $ 2,066,354 $ 5,378,679 $ - $ (876,770 ) $ 6,568,263 Commissions and fees 1,293,577 4,157,668 - 20,357 5,471,602 Compensation and benefits 882,887 363,523 - 392,878 1,639,288 Occupancy 420,732 1,021 - 126,578 548,331 Depreciation 26,487 4,086 - 2,170 32,743 Interest - - - 118 118 Communication and technology 505,152 4,596 - 78,605 588,353 General and administrative 85,208 93,880 - 360,685 539,773 Professional fees 21,081 28,710 - 178,207 227,998 Marketing 8,736 185,019 - 2,178 195,933 Service fees - - - 53,592 53,592 Other operating expenses 3,063 1,359 - 10,984 15,406 3,246,923 4,839,862 - 1,226,352 9,313,137 Income (loss) from operations $ (1,180,569 ) $ 538,817 $ - $ (2,103,122 ) $ (2,744,874 ) Total segment assets $ 12,243,072 $ 370,114 $ - $ 3,059,575 $ 15,672,761 |
Restatement of Previously Iss_2
Restatement of Previously Issued Audited and Unaudited Consolidated Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule of consolidated statements of operations and comprehensive income (loss) | For the Year Ended December 31, 2020 As Previously Reported Restatement Impact As Restated Consolidated Statements of Operations and Comprehensive Income (Loss): Change in fair value of warrant liabilities $ - $ 777,266 $ 777,266 (Loss) income before income taxes $ (3,351,409 ) $ 777,266 $ (2,574,143 ) Net (loss) income $ (3,352,725 ) $ 777,266 $ (2,575,459 ) Comprehensive income (loss) $ (3,332,238 ) $ 777,266 $ (2,554,972 ) (Loss) earnings per share for both Class A and Class B - basic and diluted: Basic and diluted $ (0.33 ) $ 0.08 $ (0.25 ) For the Six Months Ended June 30, 2020 As Previously Reported Restatement Impact As Restated Consolidated Statements of Operations and Comprehensive Income: Change in fair value of warrant liabilities $ - $ 414,440 $ 414,440 Income before income taxes $ 2,377,198 $ 414,440 $ 2,791,638 Net income $ 2,373,877 $ 414,440 $ 2,788,317 Comprehensive income $ 2,394,437 $ 414,440 $ 2,808,877 Earnings per share for both Class A and Class B - basic and diluted : Basic and diluted $ 0.32 $ 0.05 $ 0.37 |
Schedule of Error Corrections and Prior Period Adjustments [Table Text Block] | As of December 31, 2020 As Previously Reported Restatement Impact As Restated Consolidated Balance Sheets: Warrant liabilities $ - $ 1,469,821 $ 1,469,821 Total current liabilities $ 11,318,364 $ 1,469,821 $ 12,788,185 Total liabilities $ 12,134,370 $ 1,469,821 $ 13,604,191 Additional paid-in-capital $ 14,516,848 $ (2,247,087 ) $ 12,269,761 Accumulated deficit $ (3,729,628 ) $ 777,266 $ (2,952,362 ) Total stockholders’ equity $ 10,771,699 $ (1,469,821 ) $ 9,301,878 As of June 30, 2020 As Previously Reported Restatement Impact As Restated Consolidated Balance Sheets: Warrant liabilities $ - $ 1,832,647 $ 1,832,647 Total current liabilities $ 5,439,512 $ 1,832,647 $ 7,272,159 Total liabilities $ 5,439,512 $ 1,832,647 $ 7,272,159 Additional paid-in-capital $ 7,649,772 $ (2,247,087 ) $ 5,402,685 Accumulated deficit $ 1,996,974 $ 414,440 $ 2,411,414 Total equity $ 9,631,091 $ (1,832,647 ) $ 7,798,444 |
Condensed Cash Flow Statement [Table Text Block] | For the Year Ended December 31, 2020 As Previously Reported Restatement Impact As Restated Consolidated Statements of Cash Flow Cash Flows from Operating Activities Net (loss) income $ (3,352,725 ) $ 777,266 $ (2,575,459 ) Change in fair value of warrant liabilities $ - $ (777,266 ) $ (777,266 ) For the Six Months Ended June 30, 2020 As Previously Reported Restatement Impact As Restated Consolidated Statements of Cash Flow Cash Flows from Operating Activities Net income $ 2,373,877 $ 414,440 $ 2,788,317 Change in fair value of warrant liabilities $ - $ (414,440 ) $ (414,440 ) |
Organization and Principal Ac_3
Organization and Principal Activities (Details) | 1 Months Ended | 12 Months Ended | |||
Jun. 16, 2020shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019shares | Dec. 31, 2018shares | Jul. 24, 2020shares | |
Organization and Principal Activities (Details) [Line Items] | |||||
Business combination exchange consideration (in Dollars) | $ | $ 131,300,000 | ||||
Description of ordinary shares | the Company acquired all of the issued and outstanding shares of LFGL, i.e. 50,000 ordinary shares of LFGL from each of LFGL shareholders, in exchange for 12,891,602 ordinary shares (including 3,140,388 Class A and 9,751,214 Class B, “Exchange Shares”) of the Company, valued at a price per share equal to the price at which each share of PAAC common stock was redeemed, i.e. $10.185 per share. | ||||
Exchange ratio | 141.81 | ||||
Exchange shares excluding escrow shares (in Shares) | 7,090,381 | ||||
Divided shares (in Shares) | 50,000 | ||||
Ordinary shares adjustment, description | The par value of ordinary shares was adjusted retrospectively from $0 to $709, and the difference of $709 was adjusted retrospectively as additional paid-in capital as of January 1, 2018. | ||||
Weighted average number of share basic and diluted, before retrospective adjustments (in Shares) | 50,000 | ||||
Weighted average number of share basic and diluted, after retrospective adjustments (in Shares) | 7,090,381 | ||||
Net assets acquired by the company upon closing (in Dollars) | $ | $ 171,357 | ||||
Transaction costs for legal (in Dollars) | $ | 2,400,000 | ||||
Transaction costs charged to additional paid in capital (in Dollars) | $ | $ 2,400,000 | ||||
Earnout escrow shares, description | Additionally, 3,876,481 Class B ordinary shares being 30% of the Exchange Shares (the “Earnout Escrow Shares”, together with any dividends, distributions or other income on the Earnout Escrow Shares, the “Earnout Escrow Property”) otherwise issuable to LFGL shareholders are set aside in escrow until released upon the satisfaction of certain financial milestones below: ●In the event that the net income for the calendar year ended December 31, 2021 (the “2021 Net Income”), as set forth in LGHL’s audited financial statements, is equal to or greater than $19,000,000 (the “First Net Income Target”), then, the Class B Sellers’ rights to 50% of the Earnout Escrow Property (the “First Half Earnout Property”) shall vest and shall no longer be subject to forfeiture. If the 2021 Net Income is less than the First Net Income Target, but is equal to or greater than $9,500,000, then the Sellers’ rights to 50% of the First Half Earnout Property shall vest and shall no longer be subject to forfeiture. In all other cases, the First Half Earnout Property will be forfeited. ●In the event that the net income for the calendar year ended December 31, 2022 (the “2022 Net Income”), as set forth in LGHL’s audited financial statements, is equal to or greater than $21,850,000 (the “Second Net Income Target”), then the Class B Sellers’ rights to the remaining Earnout Escrow Property (after giving effect to any forfeitures for the 2021 calendar year, the “Second Half Earnout Property”) shall vest and shall no longer be subject to forfeiture. If the 2022 Net Income is less than the Second Net Income Target, but is equal to or greater than $10,925,000, then the Class B Sellers’ rights to 50% of the Second Half Earnout Property shall vest and shall no longer be subject to forfeiture. In all other cases, the Second Half Earnout Property will be forfeited. | ||||
Total revenue, percentage | 10.00% | 35.00% | 10.00% | ||
Number of trading customer | 2 | 1 | |||
Percentage of total commissions expense | 73.00% | 43.00% | 16.00% | ||
Insurance brokerage sales, description | For the years ended December 31, 2020, 2019 and 2018, the Group placed 77% (7% of total revenue in 2020), 72% (10% of total revenue in 2019) and 79% (65% of total revenue in 2018), respectively, of its insurance brokerage sales with one insurance provider. | ||||
Warrant [Member] | |||||
Organization and Principal Activities (Details) [Line Items] | |||||
Warrants issued (in Shares) | 17,795,000 | ||||
Class A Ordinary Shares [Member] | |||||
Organization and Principal Activities (Details) [Line Items] | |||||
Ordinary shares issued (in Shares) | 4,507,574 | 9,627,553 | 3,140,388 | 300,000 | |
Class B Ordinary Shares [Member] | |||||
Organization and Principal Activities (Details) [Line Items] | |||||
Ordinary shares issued (in Shares) | 9,843,096 | 3,949,993 | |||
Indemnity Escrow shares (in Shares) | 1,933,740 | ||||
Percentage of exchange shares in Indemnity Escrow | 15.00% | ||||
Exchange shares in Earnout Escrow (in Shares) | 3,876,481 | ||||
Percentage of exchange shares in Earnout Escrow | 30.00% |
Organization and Principal Ac_4
Organization and Principal Activities (Details) - Schedule of earnings per share before and after the retrospective adjustments - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Before adjustment [Member] | ||
Organization and Principal Activities (Details) - Schedule of earnings per share before and after the retrospective adjustments [Line Items] | ||
Earnings (loss) per share - basic and dilutive | $ 164.3 | $ (55.4) |
After adjustment [Member] | ||
Organization and Principal Activities (Details) - Schedule of earnings per share before and after the retrospective adjustments [Line Items] | ||
Earnings (loss) per share - basic and dilutive | $ 1.16 | $ (0.39) |
Organization and Principal Ac_5
Organization and Principal Activities (Details) - Schedule of net assets acquired by the company upon business combination | Dec. 31, 2008USD ($) |
Schedule of net assets acquired by the company upon business combination [Abstract] | |
Cash | $ 2,476,198 |
Prepaid expenses and other current assets | 209 |
Warrant liabilities | (2,247,087) |
Accrued expenses | (57,963) |
Net assets acquired by LGHL as of June 16, 2020 | $ 171,357 |
Organization and Principal Ac_6
Organization and Principal Activities (Details) - Schedule of subsidiaries | 12 Months Ended |
Dec. 31, 2020 | |
June 16, 2015 [Member] | |
Organization and Principal Activities (Details) - Schedule of subsidiaries [Line Items] | |
Company name | Lion Financial Group Limited |
Date of Incorporation or acquisition | Jun. 16, 2015 |
Place of incorporation or establishment | British Virgin Islands |
Ownership interest | 100.00% |
Principal activities | Investment holding |
February 16, 2017 [Member] | |
Organization and Principal Activities (Details) - Schedule of subsidiaries [Line Items] | |
Company name | Lion Wealth Management Limited |
Date of Incorporation or acquisition | Feb. 16, 2017 |
Place of incorporation or establishment | British Virgin Islands |
Ownership interest | 100.00% |
Principal activities | Investment holding |
May 20, 2016 [Member] | |
Organization and Principal Activities (Details) - Schedule of subsidiaries [Line Items] | |
Company name | Lion International Securities Group Limited |
Date of Incorporation or acquisition | May 20, 2016 |
Place of incorporation or establishment | Hong Kong |
Ownership interest | 100.00% |
Principal activities | Securities brokerage |
May 20, 2016 [Member] | |
Organization and Principal Activities (Details) - Schedule of subsidiaries [Line Items] | |
Company name | Lion Futures Limited |
Date of Incorporation or acquisition | May 20, 2016 |
Place of incorporation or establishment | Hong Kong |
Ownership interest | 100.00% |
Principal activities | Futures brokerage |
May 20, 2016 [Member] | |
Organization and Principal Activities (Details) - Schedule of subsidiaries [Line Items] | |
Company name | Lion Foreign Exchange Limited |
Date of Incorporation or acquisition | May 20, 2016 |
Place of incorporation or establishment | Hong Kong |
Ownership interest | 100.00% |
Principal activities | Dormant |
May 20, 2016 [Member] | |
Organization and Principal Activities (Details) - Schedule of subsidiaries [Line Items] | |
Company name | Lion Asset Management Limited (F/K/A Lion Capital Management Limited) |
Date of Incorporation or acquisition | May 20, 2016 |
Place of incorporation or establishment | Hong Kong |
Ownership interest | 100.00% |
Principal activities | Asset management |
October 14, 2014 [Member] | |
Organization and Principal Activities (Details) - Schedule of subsidiaries [Line Items] | |
Company name | BC Wealth Management Limited |
Date of Incorporation or acquisition | Oct. 14, 2014 |
Place of incorporation or establishment | Hong Kong |
Ownership interest | 100.00% |
Principal activities | Insurance brokerage |
October 4, 2018 [Member] | |
Organization and Principal Activities (Details) - Schedule of subsidiaries [Line Items] | |
Company name | Lion Wealth Limited |
Date of Incorporation or acquisition | Oct. 4, 2018 |
Place of incorporation or establishment | Hong Kong |
Ownership interest | 100.00% |
Principal activities | Marketing and support service |
May 2, 2017 [Member] | |
Organization and Principal Activities (Details) - Schedule of subsidiaries [Line Items] | |
Company name | Lion Brokers Limited |
Date of Incorporation or acquisition | May 2, 2017 |
Place of incorporation or establishment | Cayman Islands |
Ownership interest | 100.00% |
Principal activities | Broker dealer and market maker |
June 11, 2019 [Member] | |
Organization and Principal Activities (Details) - Schedule of subsidiaries [Line Items] | |
Company name | Lion Investment Fund SPC |
Date of Incorporation or acquisition | Jun. 11, 2019 |
Place of incorporation or establishment | Cayman Islands |
Ownership interest | 100.00% |
Principal activities | Dormant |
July 26,2019 [Member] | |
Organization and Principal Activities (Details) - Schedule of subsidiaries [Line Items] | |
Company name | Lion International Financial (Singapore) Pte LTD |
Date of Incorporation or acquisition | Jul. 26, 2019 |
Place of incorporation or establishment | Singapore |
Ownership interest | 100.00% |
Principal activities | Dormant |
June 16, 2020 [Member] | |
Organization and Principal Activities (Details) - Schedule of subsidiaries [Line Items] | |
Company name | Lion Group North America Corp. (F/K/A Proficient Alpha Acquisition Corp.) |
Date of Incorporation or acquisition | Jun. 16, 2020 |
Place of incorporation or establishment | Nevada, USA |
Ownership interest | 100.00% |
Principal activities | Dormant |
Significant Accounting Polici_3
Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2020shares | |
Significant Accounting Policies (Details) [Line Items] | |
Shares issued | 17,600,000 |
Recognized income tax | 50.00% |
Minimum [Member] | |
Significant Accounting Policies (Details) [Line Items] | |
Straight-line basis of depreciation useful life | 3 years |
Maximum [Member] | |
Significant Accounting Policies (Details) [Line Items] | |
Straight-line basis of depreciation useful life | 5 years |
Indemnity Escrow Shares [Member] | |
Significant Accounting Policies (Details) [Line Items] | |
Shares Issued | 1,933,740 |
Earnout Escrow Shares [Member] | |
Significant Accounting Policies (Details) [Line Items] | |
Shares Issued | 3,876,481 |
2020 Share Incentive Plan [Member] | |
Significant Accounting Policies (Details) [Line Items] | |
Shares Issued | 1,486,504 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of potential dilutive securities denominated in ordinary shares equivalents that were excluded from the computation of diluted earnings (loss) per share - shares | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
SPAC Warrants [Member] | |||
Significant Accounting Policies (Details) - Schedule of potential dilutive securities denominated in ordinary shares equivalents that were excluded from the computation of diluted earnings (loss) per share [Line Items] | |||
Total basic and diluted earnings (loss) per ordinary share | 17,795,000 | 17,795,000 | 17,795,000 |
August 2020 PIPE Warrants [Member] | |||
Significant Accounting Policies (Details) - Schedule of potential dilutive securities denominated in ordinary shares equivalents that were excluded from the computation of diluted earnings (loss) per share [Line Items] | |||
Total basic and diluted earnings (loss) per ordinary share | 1,500,000 | ||
December 2020 Convertible Debenture [Member] | |||
Significant Accounting Policies (Details) - Schedule of potential dilutive securities denominated in ordinary shares equivalents that were excluded from the computation of diluted earnings (loss) per share [Line Items] | |||
Total basic and diluted earnings (loss) per ordinary share | 800,000 | ||
December 2020 Series A Warrant [Member] | |||
Significant Accounting Policies (Details) - Schedule of potential dilutive securities denominated in ordinary shares equivalents that were excluded from the computation of diluted earnings (loss) per share [Line Items] | |||
Total basic and diluted earnings (loss) per ordinary share | 1,200,000 | ||
December 2020 Series B Warrant [Member] | |||
Significant Accounting Policies (Details) - Schedule of potential dilutive securities denominated in ordinary shares equivalents that were excluded from the computation of diluted earnings (loss) per share [Line Items] | |||
Total basic and diluted earnings (loss) per ordinary share | 5,000,000 | ||
December 2020 Series C Warrant [Member] | |||
Significant Accounting Policies (Details) - Schedule of potential dilutive securities denominated in ordinary shares equivalents that were excluded from the computation of diluted earnings (loss) per share [Line Items] | |||
Total basic and diluted earnings (loss) per ordinary share | 7,500,000 |
Revenue Recognition (Details) -
Revenue Recognition (Details) - Schedule of revenue from contracts with customers - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue Recognition (Details) - Schedule of revenue from contracts with customers [Line Items] | |||
Insurance brokerage commissions | $ 959,299 | $ 2,648,119 | $ 5,375,531 |
Securities brokerage commissions | 1,890,502 | 2,210,915 | 2,025,650 |
Market making commissions and fees | 4,940,623 | 11,056,431 | |
Total revenue from contracts with customers | 7,790,424 | 15,915,465 | 7,401,181 |
Geographic revenue | 7,790,424 | 15,915,465 | 7,401,181 |
Hong Kong [Member] | |||
Revenue Recognition (Details) - Schedule of revenue from contracts with customers [Line Items] | |||
Geographic revenue | 2,777,831 | 4,859,034 | 7,401,181 |
Cayman Islands [Member] | |||
Revenue Recognition (Details) - Schedule of revenue from contracts with customers [Line Items] | |||
Geographic revenue | $ 5,012,593 | $ 11,056,431 |
Cash and Restricted Cash (Detai
Cash and Restricted Cash (Details) - Schedule of cash and restricted cash - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Schedule of cash and restricted cash [Abstract] | |||
Cash | $ 3,426,467 | $ 6,388,978 | $ 3,116,209 |
Restricted Cash | 1,367,630 | 2,192,201 | 3,991,949 |
Total cash and restricted cash presented in the consolidated statement of cash flows | $ 4,794,097 | $ 8,581,179 | $ 7,108,158 |
Fair Value (Details) - Schedule
Fair Value (Details) - Schedule of financial instruments, as their value is derived using quoted market prices as of the measurement date | 12 Months Ended |
Dec. 31, 2020$ / shares | |
Fair Value (Details) - Schedule of financial instruments, as their value is derived using quoted market prices as of the measurement date [Line Items] | |
Exercise price (in Dollars per share) | $ 11.50 |
Expected dividend yield | 0.00% |
Minimum [Member] | |
Fair Value (Details) - Schedule of financial instruments, as their value is derived using quoted market prices as of the measurement date [Line Items] | |
Stock price (in Dollars per share) | $ 1.89 |
Expected term in years | 4 years 5 months 15 days |
Volatility | 54.44% |
Risk-free interest Rate | 0.364% |
Maximum [Member] | |
Fair Value (Details) - Schedule of financial instruments, as their value is derived using quoted market prices as of the measurement date [Line Items] | |
Stock price (in Dollars per share) | $ 2.43 |
Expected term in years | 5 years |
Volatility | 54.92% |
Risk-free interest Rate | 0.373% |
Fair Value (Details) - Schedu_2
Fair Value (Details) - Schedule of fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value (Details) - Schedule of fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis [Line Items] | ||
Listed equity securities | $ 17,622 | $ 180,201 |
Derivatives | (5,653) | |
Warrant liabilities (as restated) | (1,469,821) | |
Total | (1,475,474) | |
Assets | ||
Derivatives | 194,110 | |
Total | 374,311 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Fair Value (Details) - Schedule of fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis [Line Items] | ||
Listed equity securities | 17,622 | 180,201 |
Derivatives | ||
Warrant liabilities (as restated) | (1,000,500) | |
Total | (1,000,500) | |
Assets | ||
Derivatives | ||
Total | 180,201 | |
Significant Observable Inputs (Level 2) [Member] | ||
Fair Value (Details) - Schedule of fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis [Line Items] | ||
Listed equity securities | ||
Derivatives | (5,653) | |
Warrant liabilities (as restated) | (469,321) | |
Total | (474,974) | |
Assets | ||
Derivatives | 194,110 | |
Total | 194,110 | |
Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value (Details) - Schedule of fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis [Line Items] | ||
Listed equity securities | ||
Derivatives | ||
Warrant liabilities (as restated) | ||
Total | ||
Assets | ||
Derivatives | ||
Total |
Fair Value (Details) - Schedu_3
Fair Value (Details) - Schedule of fair values of financial assets and liabilities, excluding financial instruments - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Assets | |||
Cash and cash equivalents | $ 3,426,467 | $ 6,388,978 | $ 3,116,209 |
Bank balances held on behalf of customers | 1,367,630 | 2,192,201 | |
Receivables from broker-dealers and clearing organizations | 8,089,193 | 1,684,961 | |
Short-term loans receivable | 2,239,378 | 1,637,310 | |
Commissions receivable | 71,253 | 88,560 | |
Other receivables | 724,708 | 166,064 | |
Total assets in fair value | 15,918,629 | 12,158,074 | |
Liabilities | |||
Payables to customers | 5,221,270 | 3,853,693 | |
Payable to broker-dealers | 3,845,740 | ||
Commissions payable | 39,180 | 29,439 | |
Dividends payable | 385,901 | ||
Accrued expenses and other payables | 1,763,094 | 417,445 | |
Short-term borrowings | 293,905 | 1,412,570 | |
Short-term borrowings from related party | 128,415 | ||
Due to director | 149,522 | ||
Total liabilities | 11,312,711 | 6,227,463 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | |||
Assets | |||
Cash and cash equivalents | 3,426,467 | 6,388,978 | |
Bank balances held on behalf of customers | 1,367,630 | 2,192,201 | |
Receivables from broker-dealers and clearing organizations | |||
Short-term loans receivable | |||
Commissions receivable | |||
Other receivables | |||
Total assets in fair value | 4,794,097 | 8,581,179 | |
Liabilities | |||
Payables to customers | |||
Payable to broker-dealers | |||
Commissions payable | |||
Dividends payable | |||
Accrued expenses and other payables | |||
Short-term borrowings | |||
Short-term borrowings from related party | |||
Due to director | |||
Total liabilities | |||
Significant Observable Inputs (Level 2) [Member] | |||
Assets | |||
Cash and cash equivalents | |||
Bank balances held on behalf of customers | |||
Receivables from broker-dealers and clearing organizations | 8,089,193 | 1,684,961 | |
Short-term loans receivable | 2,239,378 | 1,637,310 | |
Commissions receivable | 71,253 | 88,560 | |
Other receivables | 724,708 | 166,064 | |
Total assets in fair value | 10,399,824 | 3,576,895 | |
Liabilities | |||
Payables to customers | 5,221,270 | 3,853,693 | |
Payable to broker-dealers | 3,845,740 | ||
Commissions payable | 39,180 | 29,439 | |
Dividends payable | 385,901 | ||
Accrued expenses and other payables | 1,763,094 | 417,445 | |
Short-term borrowings | 293,905 | 1,412,570 | |
Short-term borrowings from related party | 128,415 | ||
Due to director | 149,522 | ||
Total liabilities | 11,312,711 | 6,227,463 | |
Significant Unobservable Inputs (Level 3) [Member] | |||
Assets | |||
Cash and cash equivalents | |||
Bank balances held on behalf of customers | |||
Receivables from broker-dealers and clearing organizations | |||
Short-term loans receivable | |||
Commissions receivable | |||
Other receivables | |||
Total assets in fair value | |||
Liabilities | |||
Payables to customers | |||
Payable to broker-dealers | |||
Commissions payable | |||
Accrued expenses and other payables | |||
Short-term borrowings | |||
Short-term borrowings from related party | |||
Due to director | |||
Total liabilities | |||
Estimated Fair Value [Member] | |||
Assets | |||
Cash and cash equivalents | 3,426,467 | 6,388,978 | |
Bank balances held on behalf of customers | 1,367,630 | 2,192,201 | |
Receivables from broker-dealers and clearing organizations | 8,089,193 | 1,684,961 | |
Short-term loans receivable | 2,239,378 | 1,637,310 | |
Commissions receivable | 71,253 | 88,560 | |
Other receivables | 724,708 | 166,064 | |
Total assets in fair value | 15,918,629 | 12,158,074 | |
Liabilities | |||
Payables to customers | 5,221,270 | 3,853,693 | |
Payable to broker-dealers | 3,845,740 | ||
Commissions payable | 39,180 | 29,439 | |
Dividends payable | 385,901 | ||
Accrued expenses and other payables | 1,763,094 | 417,445 | |
Short-term borrowings | 293,905 | 1,412,570 | |
Short-term borrowings from related party | 128,415 | ||
Due to director | 149,522 | ||
Total liabilities | $ 11,312,711 | $ 6,227,463 |
Short-term Loans Receivable (De
Short-term Loans Receivable (Details) - USD ($) | Dec. 05, 2019 | Jun. 20, 2020 | Nov. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2020 | Dec. 20, 2019 |
Short-term Loans Receivable (Details) [Line Items] | ||||||||
Notes receivable | $ 1,626,000 | |||||||
Accrue interest rate | 13.00% | 6.00% | 12.00% | 15.00% | ||||
Interest income earned | $ 99,000 | $ 3,000 | ||||||
Loan extended date | Dec. 1, 2021 | |||||||
Loan extended date | $ 1,637,000 | $ 2,239,000 | ||||||
Outstanding loans receivable and accrued interest assigned as payment for purchase price | $ 1,691,000 | |||||||
June and December 2020 [Member] | ||||||||
Short-term Loans Receivable (Details) [Line Items] | ||||||||
Accrue interest rate | 6.00% | |||||||
Interest income earned | $ 4,000 | |||||||
Aggregate principal amount | 380,000 | |||||||
Outstanding loans receivable and accrued interest assigned as payment for purchase price | 359,000 | |||||||
Repayment of remaining outstanding | 21,000 | |||||||
June 2020 [Member] | ||||||||
Short-term Loans Receivable (Details) [Line Items] | ||||||||
Interest income earned | 11,000 | |||||||
Aggregate principal amount | $ 300,000 | |||||||
Outstanding balance | $ 214,000 | |||||||
Lion Financial Group Limited [Member] | ||||||||
Short-term Loans Receivable (Details) [Line Items] | ||||||||
Accrue interest rate | 12.00% | 6.00% |
Other Assets (Details)
Other Assets (Details) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Disclosure Text Block Supplement [Abstract] | |
Advance payment for purchase of trading software | $ 5,950,000 |
Purchase price of portfolio | $ 8,000,000 |
Accrued Expenses and Other Pa_3
Accrued Expenses and Other Payables (Details) - Schedule of accrued expenses and other payables - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of accrued expenses and other payables [Abstract] | ||
Accrued professional fees | $ 1,376,450 | $ 188,749 |
Accrued vacation and benefits | 174,771 | 127,999 |
Accrued communication and technology expenses | 114,754 | 83,724 |
Other payables | 97,119 | 16,973 |
Accrued expenses and other payables | $ 1,763,094 | $ 417,445 |
Short-term Borrowings (Details)
Short-term Borrowings (Details) - USD ($) | Dec. 05, 2019 | Jun. 20, 2020 | Nov. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 31, 2019 |
Short-term Borrowings (Details) [Line Items] | |||||||
Short term borrowings | $ 20,409,250 | $ 293,905 | $ 1,412,570 | $ 20,409,250 | |||
Accrue interest rate | 13.00% | 6.00% | 12.00% | 15.00% | |||
Loan receivable | $ 19,108,159 | ||||||
Remaining loan balance after novation | $ 19,100,000 | ||||||
Original borrowing agreement | 1,300,000 | ||||||
Deed of Novation Borrowers | 19,100,000 | ||||||
Gain from forgiveness of debts | 26,000 | ||||||
Short-term borrowings | $ 128,415 | 1,284,155 | |||||
Interest income | 768,000 | ||||||
Interest expense | 714,000 | ||||||
Interest expense | 2,000 | ||||||
China Tonghai Financial [Member] | |||||||
Short-term Borrowings (Details) [Line Items] | |||||||
Interest expense | 105,000 | ||||||
Repayments of loan | 990,000 | ||||||
Outstanding loan amount | $ 294,000 | ||||||
Lion Financial Group Limited [Member] | |||||||
Short-term Borrowings (Details) [Line Items] | |||||||
Accrue interest rate | 12.00% | 6.00% | |||||
Short-term borrowings | $ 510,230 | ||||||
Interest expense | 15,000 | ||||||
Repayments of loan | 128,415 | ||||||
Remaining balance borrowing | $ 128,415 |
Derivatives (Details)
Derivatives (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative liability | $ 6,000 | |
Derivative assets | $ 194,000 |
Related Parties (Details)
Related Parties (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2018 | Dec. 31, 2019 | |
Related Parties (Details) [Line Items] | |||
Outstanding shares, percentage | 100.00% | ||
Dividends paid | $ 385,901 | ||
Advance to shareholder | $ 6,484,121 | ||
Dividends payable | 385,901 | ||
Subscription payments | $ 5,415,082 | ||
subscription receivable from share holder | 3,022,606 | ||
Director [Member] | |||
Related Parties (Details) [Line Items] | |||
Advances for working capital needs | 1,617,000 | $ 484,601 | $ 7,679,131 |
Aggregate amount repaid | 1,467,000 | ||
Amount due | $ 150,000 |
December 2020 Convertible Deb_3
December 2020 Convertible Debenture and Warrants (Details) - USD ($) | Dec. 14, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
December 2020 Convertible Debenture and Warrants (Details) [Line Items] | ||||
Net proceeds allocated to convertible debenture | $ 1,540,000 | $ 1,540,000 | ||
Convertible debenture, description | i) a 9% senior secured convertible debenture (the “2020 Convertible Debenture” or “Debenture”) in the principal amount of $1,600,000, which is convertible up to 800,000 ADSs at $2.00 per ADS at any time, matures 30 months from the date of issuance and accrues interest at 9% per annum payable quarterly in cash or, in lieu of cash payment, in our ADSs, subject to adjustment and certain customary equity conditions; ii) a 2-year warrant (“Series B Warrant”) to purchase 5,000,000 ADS at an exercise price of $2.00 per ADS; iii) a warrant to purchase 1,200,000 ADS (“Series A Warrant”) until December 14, 2027 at an exercise price of $2.45 per ADS; and iv) a 7-year warrant to purchase 7,500,000 ADS (“Series C Warrant”, together with Series A Warrant and Series B Warrant, the “December 2020 Warrants”) at an exercise price of $2.45 per ADS. The exercisability of Series C Warrant shall vest ratably from time to time in proportion to the exercise of the Series B Warrant by the holder. Further, for each $1 million of subscription amount under the 2020 Convertible Debenture and the Series B Warrant, the purchaser shall receive a certificate representing 50,000 ADSs (or such lesser number on a ratable basis if the Subscription Amount is less than $1 million). | |||
Exercise price (in Dollars per share) | $ 2.20 | |||
Net proceeds allocated to convertible debenture | $ 206,000 | |||
Beneficial Conversion Feature (BCF) | 206,000 | |||
Issuance costs charged to equity | 77,500 | |||
Amount paid to the holder | 60,000 | |||
Remaining unamortized debt discount | 784,000 | |||
Recognized interest expense | 20,000 | |||
Contractual interest | 7,000 | |||
Amortization of the debt discounts and debt issuance cost | 13,000 | |||
Debenture carrying value | 816,000 | |||
Series A [Member] | ||||
December 2020 Convertible Debenture and Warrants (Details) [Line Items] | ||||
Fair value adjustment of warrants | 1,220,000 | |||
Net proceeds from issuance of warrants | 157,000 | |||
Aggregate proceeds | 737,000 | |||
Series B [Member] | ||||
December 2020 Convertible Debenture and Warrants (Details) [Line Items] | ||||
Fair value adjustment of warrants | 2,915,000 | |||
Net proceeds from issuance of warrants | 375,000 | |||
Aggregate proceeds | 803,000 | |||
Series C [Member] | ||||
December 2020 Convertible Debenture and Warrants (Details) [Line Items] | ||||
Fair value adjustment of warrants | 6,244,000 | |||
Net proceeds from issuance of warrants | $ 802,000 |
December 2020 Convertible Deb_4
December 2020 Convertible Debenture and Warrants (Details) - Schedule of assumptions used to measure the fair value of December 2020 Warrants on the date of issuance | 12 Months Ended |
Dec. 31, 2020 | |
Series A [Member] | |
December 2020 Convertible Debenture and Warrants (Details) - Schedule of assumptions used to measure the fair value of December 2020 Warrants on the date of issuance [Line Items] | |
Expected term in years | 7 years |
Expected dividend yield | 0.00% |
Volatility | 46.68% |
Risk-free interest Rate | 0.63% |
Series B [Member] | |
December 2020 Convertible Debenture and Warrants (Details) - Schedule of assumptions used to measure the fair value of December 2020 Warrants on the date of issuance [Line Items] | |
Expected term in years | 2 years |
Expected dividend yield | 0.00% |
Volatility | 49.61% |
Risk-free interest Rate | 0.197% |
Series C [Member] | |
December 2020 Convertible Debenture and Warrants (Details) - Schedule of assumptions used to measure the fair value of December 2020 Warrants on the date of issuance [Line Items] | |
Expected term in years | 7 years |
Expected dividend yield | 0.00% |
Volatility | 46.68% |
Risk-free interest Rate | 0.63% |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) $ / shares in Units, ¥ in Millions | Nov. 12, 2020shares | Aug. 01, 2020 | Dec. 19, 2020$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2020CNY (¥) | Jun. 16, 2021shares | Jul. 24, 2020USD ($)$ / sharesshares | Jun. 16, 2020shares | Dec. 31, 2019$ / sharesshares |
Stockholders’ Equity (Details) [Line Items] | |||||||||
Preferred shares, shares authorized | 50,000,000 | 50,000,000 | |||||||
Preferred shares, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
Ordinary shares outstanding | 17,399,176 | ||||||||
Directors and officers amount (in Dollars) | $ | $ 60,000 | ||||||||
Fair value price (in Dollars per share) | $ / shares | $ 0.20 | ||||||||
Additional post-merger consideration adjustment | 121,473 | ||||||||
Net proceeds (in Dollars) | $ | $ 2,531,000 | ||||||||
Subscription receivable (in Dollars) | $ | $ 508,750 | ||||||||
Warrants exercise period | 3 years | ||||||||
Earn out shares issued | 17,600,000 | ||||||||
Yun Tian [Member] | |||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||
Ordinary shares authorized | 450,000,000 | ||||||||
Ordinary shares, par value (in Dollars per share) | $ / shares | $ 0.0001 | ||||||||
Net profit before tax (in Yuan Renminbi) | ¥ | ¥ 200 | ||||||||
August 2020 Private Placement [Member] | |||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||
Description of securities purchase agreement | the Company entered into a securities purchase agreement (as amended on September 29, 2020, and later amended and restated on October 19, 2020) with three investors (collectively, the “Investors”). Two tranches of transactions contemplated under the agreement were closed on August 3 and November 13, 2020, respectively. As a result, an aggregate of 1,500,000 ADSs and 1,500,000 warrants to purchase an aggregate of 1,500,000 of our ADS at US$3.00 per ADS (the “August 2020 PIPE Warrants”) were issued at US$2.00 per ADS for an aggregate purchase price of US$3 million, and an aggregate of 150,000 ADSs were issued as origination fee. Issuance costs of approximately $469,000 were recorded as a charge to additional paid-in capital, including legal and accounting fees. | ||||||||
Class A Ordinary Shares [Member] | |||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||
Ordinary shares authorized | 300,000,000 | 300,000,000 | |||||||
Ordinary shares, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
Ordinary shares outstanding | 9,627,553 | 7,647,962 | 3,140,388 | ||||||
Ordinary shares issued | 9,627,553 | 300,000 | 4,507,574 | 3,140,388 | |||||
Additional post-merger consideration adjustment | 29,591 | ||||||||
Class A Ordinary Shares [Member] | Share Subscription Agreement with Yun Tian [Member] | |||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||
Subscription shares | 4,540,000 | ||||||||
Share price (in Dollars per share) | $ / shares | $ 2.2 | ||||||||
Class A Ordinary Shares [Member] | Yun Tian [Member] | |||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||
Earn out shares issued | 5,000,000 | ||||||||
Class B Ordinary Shares | |||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||
Ordinary shares authorized | 150,000,000 | 150,000,000 | |||||||
Ordinary shares, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
Ordinary shares outstanding | 9,843,096 | 9,751,214 | 3,949,993 | ||||||
Ordinary shares issued | 9,843,096 | 3,949,993 | |||||||
Additional post-merger consideration adjustment | 91,882 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - shares | Dec. 01, 2020 | Jun. 30, 2020 | Dec. 31, 2020 |
Stock-Based Compensation (Details) [Line Items] | |||
Shares remained available for future awards | 3,145,945 | ||
Deferred shares granted to employees, non-employee directors and consultants | 1,486,504 | ||
2020 Share Incentive Plan [Member] | |||
Stock-Based Compensation (Details) [Line Items] | |||
Ordinary shares issued | 4,632,449 | 1,486,504 |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details) - Schedule of stock-based compensation expenses | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Schedule of stock-based compensation expenses [Abstract] | |
Communication and technology | $ 335,000 |
Marketing | 363,000 |
Services fees | 294,000 |
Compensation and benefits | 934,800 |
Professional fees | 228,000 |
General and administrative | 1,502,000 |
Total stock-based compensation | $ 3,656,800 |
Income Taxes (Details)
Income Taxes (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Applicable tax rate, description | the applicable tax rate was 8.25% on the first HK $2,000,000 of assessable profits and 16.5% on any assessable profits above that threshold. The 8.25% tax rate can only be utilized by one entity in a controlled group. All other Hong Kong entities in the Group utilize the 16.5% tax rate. |
Tax rate for Singapore entity | 17.00% |
Federal tax rate | 21.00% |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of current and deferred portions of the income tax expense - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of current and deferred portions of the income tax expense [Abstract] | |||
Current | $ 1,767 | $ 66,299 | $ 26,962 |
Deferred | (451) | (1,827) | (628) |
Income tax expense | $ 1,316 | $ 64,472 | $ 26,334 |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule a reconciliation of the difference between the expected income tax expense or benefit computed at applicable statutory income tax rates and the Group’s income tax expense - USD ($) | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Schedule a reconciliation of the difference between the expected income tax expense or benefit computed at applicable statutory income tax rates and the Group’s income tax expense [Abstract] | ||||
Income tax expense (benefit) at applicable statutory rate | [1] | $ (348,782) | $ 1,345,164 | $ (473,951) |
(Income) loss not subject to tax | [2] | (214,313) | (1,716,553) | 313,015 |
Current year change in valuation allowance | 558,859 | 406,506 | 195,420 | |
Others | 5,552 | 29,355 | (8,150) | |
Reported income taxes | $ 1,316 | $ 64,472 | $ 26,334 | |
[1] | The applicable statutory rate applied is based on the profits tax rates in Hong Kong. Effective for tax years ended on or after December 31, 2018, the applicable tax rate was 8.25% on the first HK $2,000,000 of assessable profits and 16.5% on any assessable profits above that threshold. The 8.25% tax rate can only be utilized by one entity in a controlled group. All other Hong Kong entities in the Group utilize the 16.5% tax rate. The Singapore entity within the Group has an applicable tax rate of 17.0%. The entity in the United States within the Group has a federal tax rate of 21.0%. | |||
[2] | The Group also has entities domiciled in the British Virgin Islands and the Cayman Islands, but such entities are not subject to income or capital gains taxes. |
Income Taxes (Details) - Signif
Income Taxes (Details) - Significant components of the Group’s deferred tax assets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax asset | ||
Others | $ 1,128 | $ 677 |
Net operating loss carryforwards | 1,367,309 | 808,450 |
Less: Valuation allowance | (1,367,309) | (808,450) |
Net deferred tax asset | $ 1,128 | $ 677 |
Commitments (Details)
Commitments (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Rent expenses under operating leases | $ 683,000 | $ 592,000 | $ 548,000 |
Commitments (Details) - Schedul
Commitments (Details) - Schedule of future minimum payments under non-cancelable operating leases | Dec. 31, 2020USD ($) |
Schedule of future minimum payments under non-cancelable operating leases [Abstract] | |
2021 | $ 646,930 |
2022 | 209,556 |
2023 | 3,736 |
Total future minimum payments | $ 860,222 |
Regulatory Requirements (Detail
Regulatory Requirements (Details) - Schedule of the minimum regulatory capital required and the actual amounts of capital maintained | Dec. 31, 2020USD ($) |
Regulatory Assets [Line Items] | |
Minimum Regulatory Capital Requirements | $ 1,336,814 |
Capital Levels Maintained | 10,914,773 |
Excess Net Capital | $ 9,577,959 |
Percent of requirement Maintained | 816.00% |
Lion International Securities Group Limited [Member] | |
Regulatory Assets [Line Items] | |
Minimum Regulatory Capital Requirements | $ 386,927 |
Capital Levels Maintained | 1,043,803 |
Excess Net Capital | $ 656,876 |
Percent of requirement Maintained | 270.00% |
Lion Futures Limited [Member] | |
Regulatory Assets [Line Items] | |
Minimum Regulatory Capital Requirements | $ 386,927 |
Capital Levels Maintained | 948,872 |
Excess Net Capital | $ 561,945 |
Percent of requirement Maintained | 245.00% |
Lion Asset Management Limited [Member] | |
Regulatory Assets [Line Items] | |
Minimum Regulatory Capital Requirements | $ 12,898 |
Capital Levels Maintained | 27,770 |
Excess Net Capital | $ 14,872 |
Percent of requirement Maintained | 215.00% |
BC Wealth Management Limited [Member] | |
Regulatory Assets [Line Items] | |
Minimum Regulatory Capital Requirements | $ 12,898 |
Capital Levels Maintained | 468,279 |
Excess Net Capital | $ 455,381 |
Percent of requirement Maintained | 3631.00% |
Lion Broker Limited (Cayman) [Member] | |
Regulatory Assets [Line Items] | |
Minimum Regulatory Capital Requirements | $ 537,164 |
Capital Levels Maintained | 8,426,049 |
Excess Net Capital | $ 7,888,885 |
Percent of requirement Maintained | 1569.00% |
Segment Reporting (Details)
Segment Reporting (Details) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Segment Reporting [Abstract] | |
Operating segments, description | Reportable segments are defined as an operating segment that either (a) exceeds 10% of revenue, or (b) reported profit or loss in absolute amount exceeds 10% of profit of all operating segments that did not report a loss or (c) exceeds 10% of the combined assets of all operating segments. |
Aggregate generated income | $ 211,000 |
Segment Reporting (Details) - S
Segment Reporting (Details) - Schedule of operating segments - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | |||
Revenue | $ 10,230,135 | $ 18,526,850 | $ 6,568,263 |
Commissions and fees | 1,845,994 | 3,355,205 | 5,471,602 |
Compensation and benefits | 3,802,793 | 2,430,636 | 1,639,288 |
Occupancy | 683,160 | 591,936 | 548,331 |
Communication and technology | 1,454,050 | 823,433 | 588,353 |
General and administrative | 2,264,318 | 692,648 | 539,773 |
Professional fees | 1,565,834 | 761,238 | 227,998 |
Service fees | 833,864 | 384,840 | 53,592 |
Interest | 183,157 | 731,812 | 118 |
Depreciation | 40,556 | 52,852 | 32,743 |
Marketing | 651,324 | 55,378 | 195,933 |
Payment service charge | 245,030 | 355,585 | |
Other operating expenses | 11,464 | 10,463 | 15,406 |
Total operating expenses | 13,581,544 | 10,246,026 | 9,313,137 |
Income (loss) from operations | (3,351,409) | 8,280,824 | (2,744,874) |
Total segment assets | 22,906,069 | 13,418,348 | 15,672,761 |
Futures and securities brokerage services [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 2,029,669 | 2,215,867 | 2,066,354 |
Commissions and fees | 1,316,800 | 1,526,852 | 1,293,577 |
Compensation and benefits | 1,110,192 | 1,154,378 | 882,887 |
Occupancy | 202,467 | 420,732 | |
Communication and technology | 455,323 | 469,818 | 505,152 |
General and administrative | 55,028 | 72,403 | 85,208 |
Professional fees | 26,690 | 7,369 | 21,081 |
Service fees | |||
Interest | |||
Depreciation | 13,000 | 26,845 | 26,487 |
Marketing | 222 | 2,608 | 8,736 |
Payment service charge | |||
Other operating expenses | 5,739 | 3,063 | |
Total operating expenses | 2,977,255 | 3,468,479 | 3,246,923 |
Income (loss) from operations | (947,586) | (1,252,612) | (1,180,569) |
Total segment assets | 4,624,325 | 4,823,056 | 12,243,072 |
Insurance brokerage services [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 959,299 | 2,648,141 | 5,378,679 |
Commissions and fees | 413,351 | 1,506,223 | 4,157,668 |
Compensation and benefits | 256,529 | 334,964 | 363,523 |
Occupancy | 277,414 | 198,637 | 1,021 |
Communication and technology | 5,160 | 7,269 | 4,596 |
General and administrative | 48,210 | 69,765 | 93,880 |
Professional fees | 16,813 | 702 | 28,710 |
Service fees | |||
Interest | |||
Depreciation | 4,128 | 4,087 | 4,086 |
Marketing | 222 | 185,019 | |
Payment service charge | |||
Other operating expenses | 1,359 | ||
Total operating expenses | 1,021,827 | 2,121,647 | 4,839,862 |
Income (loss) from operations | (62,528) | 526,494 | 538,817 |
Total segment assets | 213,495 | 352,377 | 370,114 |
Market making (CFD) trading and other [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 7,034,447 | 12,843,574 | |
Commissions and fees | 115,843 | 322,130 | |
Compensation and benefits | |||
Occupancy | 6,600 | 1,200 | |
Communication and technology | 643,630 | 343,556 | |
General and administrative | 243,172 | 140,598 | |
Professional fees | 278,719 | 118,929 | |
Service fees | 314,342 | 119,711 | |
Interest | 52,240 | ||
Depreciation | |||
Marketing | 166,013 | 51,714 | |
Payment service charge | 245,030 | 355,585 | |
Other operating expenses | |||
Total operating expenses | 2,065,589 | 1,453,423 | |
Income (loss) from operations | 4,968,858 | 11,390,151 | |
Total segment assets | 14,636,139 | 5,307,525 | |
Other [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 206,720 | 819,268 | (876,770) |
Commissions and fees | 20,357 | ||
Compensation and benefits | 2,436,072 | 941,294 | 392,878 |
Occupancy | 399,146 | 189,632 | 126,578 |
Communication and technology | 349,937 | 2,790 | 78,605 |
General and administrative | 1,917,908 | 409,882 | 360,685 |
Professional fees | 1,243,612 | 634,238 | 178,207 |
Service fees | 519,522 | 265,129 | 53,592 |
Interest | 130,917 | 731,812 | 118 |
Depreciation | 23,428 | 21,920 | 2,170 |
Marketing | 484,867 | 1,056 | 2,178 |
Payment service charge | |||
Other operating expenses | 11,464 | 4,724 | 10,984 |
Total operating expenses | 7,516,873 | 3,202,477 | 1,226,352 |
Income (loss) from operations | (7,310,153) | (2,383,209) | (2,103,122) |
Total segment assets | $ 3,432,110 | $ 2,935,390 | $ 3,059,575 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Feb. 05, 2021 | Jan. 06, 2021 | Feb. 28, 2021 | Jan. 29, 2021 | Feb. 15, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2021 | Jul. 24, 2020 |
Subsequent Events (Details) [Line Items] | ||||||||||
Share price per share (in Dollars per share) | $ 0.20 | |||||||||
Securities purchase agreement, description | the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement) with one third party investor (the “Purchaser”), pursuant to which the Company received $6,440,000 in consideration of the issuance of: (a) Series A Convertible Preferred Shares (the “Series A Convertible Preferred Shares”) with a stated value of $7,000,000; (b) a warrant (the “Series D Warrant”) to purchase 2,333,333 American Depositary Shares (“ADS”) of the Company until the fifth year anniversary of the closing date at an exercise price of $3.00 per ADS; (c) a one-year warrant to purchase 13,333,333 ADS (the “Series E Warrant”) at an exercise price of $3.00 per ADS, each exercise of which entitles the Warrant holder to receive one ADS and a 8% cash discount; and d) a 5-year warrant to purchase 13,333,333 ADS (the “Series F Warrant”, together with the Series D Warrant and the Series E Warrant, the “February 2021 Warrants”) at an exercise price of $3.00 per ADS. The exercisability of Series F Warrant shall vest ratably from time to time in proportion to the exercise of the Series E Warrant by the holder. The transactions contemplated under the Securities Purchase Agreement were closed on February 18, 2021. The Series A Convertible Preferred Shares bear dividend rights at a rate of 8% per annum commencing on the six month anniversary of the closing date, and is convertible into the ADSs, beginning after its original date of issuance at an initial conversion price of $3.00 per share. Dividend is payable quarterly in cash, or the Company may pay accrued interest in its ADSs. | |||||||||
Shares issued | 17,600,000 | |||||||||
Aggregate proceeds (in Dollars) | $ 508,750 | |||||||||
Subsequent event, description | the Company entered into a framework strategic partnership agreement with Grandshores Technology Group Limited (“Grandshores”) (HKEX: 01647). In March 2021, Lion Brokers Limited subscribed 64,500,000 shares of Grandshores at a total subscription price of approximately $3.5 million, representing approximately 5.89% of the total issued share capital of Grandshores. | |||||||||
Yun Tian [Member] | ||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||
Shares issued | 217,273 | |||||||||
Aggregate proceeds (in Dollars) | $ 500,000 | |||||||||
August 2020 Private Placement [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||
Shares issued | 770,833 | |||||||||
Aggregate proceeds (in Dollars) | $ 1,500,000 | |||||||||
December 2020 Warrants [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||
Shares issued | 889,667 | 14,200,000 | ||||||||
Aggregate proceeds (in Dollars) | $ 27,400,000 | |||||||||
Ordinary shares issued for conversion of debenture | 809,667 | |||||||||
Class A Ordinary shares [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||
Call options | 6,000,000 | |||||||||
Share price per share (in Dollars per share) | $ 2 | |||||||||
Class A Ordinary shares [Member] | 2020 Share Incentive Plan [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||
Shares issued | 1,486,504 |
SPAC Warrants (Details)
SPAC Warrants (Details) | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
SPAC Warrants (Details) [Line Items] | |
Description of warrants for redemption | The Company may call the warrants for Redemption (excluding the private warrants), in whole and not in part, at a price of $0.01 per warrant, ● at any time while the warrants are exercisable; ● upon not less than 30 days’ prior written notice of Redemption to each warrant holder; ● if, and only if, the reported last sale price of the Company’s ADSs equals or exceeds $18.00 per ADS, for any 20 trading days within a 30-day trading period ending on the third business day prior to the notice of Redemption to warrant holders; and ●if, and only if, there is a current registration statement in effect with respect to the Class A Ordinary Shares underlying such warrants commencing five business days prior to the 30-day trading period and continuing each day thereafter until the date of Redemption. |
Public Warrants [Member] | |
SPAC Warrants (Details) [Line Items] | |
Warrants issued | 11,500,000 |
Warrants outstanding | 11,500,000 |
Private Warrants [Member] | |
SPAC Warrants (Details) [Line Items] | |
Warrants issued | 5,375,000 |
Warrants outstanding | 5,375,000 |
Underwriters’ Warrants [Member] | |
SPAC Warrants (Details) [Line Items] | |
Warrants issued | 920,000 |
Warrants outstanding | 920,000 |
Exercise price of warrants (in Dollars per share) | $ / shares | $ 12 |
Proficient Alpha Acquisition Corp [Member] | |
SPAC Warrants (Details) [Line Items] | |
Ordinary share price (in Dollars per share) | $ / shares | 11.50 |
ADS [Member] | |
SPAC Warrants (Details) [Line Items] | |
Ordinary share price (in Dollars per share) | $ / shares | $ 11.50 |
Restatement of Previously Iss_3
Restatement of Previously Issued Audited and Unaudited Consolidated Financial Statements (Details) - Schedule of consolidated statements of operations and comprehensive income (loss) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2020 | |
As Previously Reported [Member] | ||
Restatement of Previously Issued Audited and Unaudited Consolidated Financial Statements (Details) - Schedule of consolidated statements of operations and comprehensive income (loss) [Line Items] | ||
Change in fair value of warrant liabilities | ||
(Loss) income before income taxes | 2,377,198 | (3,351,409) |
Net (loss) income | 2,373,877 | (3,352,725) |
Comprehensive income (loss) | $ 2,394,437 | $ (3,332,238) |
Basic and diluted (in Dollars per share) | $ 0.32 | $ (0.33) |
Restatement Impact [Member] | ||
Restatement of Previously Issued Audited and Unaudited Consolidated Financial Statements (Details) - Schedule of consolidated statements of operations and comprehensive income (loss) [Line Items] | ||
Change in fair value of warrant liabilities | $ 414,440 | $ 777,266 |
(Loss) income before income taxes | 414,440 | 777,266 |
Net (loss) income | 414,440 | 777,266 |
Comprehensive income (loss) | $ 414,440 | $ 777,266 |
Basic and diluted (in Dollars per share) | $ 0.05 | $ 0.08 |
As Restated [Member] | ||
Restatement of Previously Issued Audited and Unaudited Consolidated Financial Statements (Details) - Schedule of consolidated statements of operations and comprehensive income (loss) [Line Items] | ||
Change in fair value of warrant liabilities | $ 414,440 | $ 777,266 |
(Loss) income before income taxes | 2,791,638 | (2,574,143) |
Net (loss) income | 2,788,317 | (2,575,459) |
Comprehensive income (loss) | $ 2,808,877 | $ (2,554,972) |
Basic and diluted (in Dollars per share) | $ 0.37 | $ (0.25) |
Restatement of Previously Iss_4
Restatement of Previously Issued Audited and Unaudited Consolidated Financial Statements (Details) - Schedule of consolidated balance sheets - USD ($) | Dec. 31, 2020 | Jun. 30, 2020 |
As Previously Reported [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Warrant liabilities | ||
Total current liabilities | 11,318,364 | 5,439,512 |
Total liabilities | 12,134,370 | 5,439,512 |
Additional paid-in-capital | 14,516,848 | 7,649,772 |
Accumulated deficit | (3,729,628) | 1,996,974 |
Total stockholders' equity | 10,771,699 | 9,631,091 |
Restatement Impact [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Warrant liabilities | 1,469,821 | 1,832,647 |
Total current liabilities | 1,469,821 | 1,832,647 |
Total liabilities | 1,469,821 | 1,832,647 |
Additional paid-in-capital | (2,247,087) | (2,247,087) |
Accumulated deficit | 777,266 | 414,440 |
Total stockholders' equity | (1,469,821) | (1,832,647) |
As Restated [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Warrant liabilities | 1,469,821 | 1,832,647 |
Total current liabilities | 12,788,185 | 7,272,159 |
Total liabilities | 13,604,191 | 7,272,159 |
Additional paid-in-capital | 12,269,761 | 5,402,685 |
Accumulated deficit | (2,952,362) | 2,411,414 |
Total stockholders' equity | $ 9,301,878 | $ 7,798,444 |
Restatement of Previously Iss_5
Restatement of Previously Issued Audited and Unaudited Consolidated Financial Statements (Details) - Schedule of consolidated statements of cash flow - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2020 | |
As Previously Reported [Member] | ||
Cash Flows from Operating Activities | ||
Net (loss) income | $ 2,373,877 | $ (3,352,725) |
Change in fair value of warrant liabilities | ||
Restatement Impact [Member] | ||
Cash Flows from Operating Activities | ||
Net (loss) income | 414,440 | 777,266 |
Change in fair value of warrant liabilities | (414,440) | (777,266) |
As Restated [Member] | ||
Cash Flows from Operating Activities | ||
Net (loss) income | 2,788,317 | (2,575,459) |
Change in fair value of warrant liabilities | $ (414,440) | $ (777,266) |