United States securities and exchange commission logo
August 13, 2020
Jian Wang
Chairman of the Board
Lion Group Holding Ltd
Unit A-C, 33/F
Tower A, Billion Center
1 Wang Kwong Road
Kowloon Bay
Hong Kong
Re: Lion Group Holding
Ltd
Registration
Statement on Form F-1
Filed August 3,
2020
File No. 333-240292
Dear Mr. Wang:
We have limited our review of your registration statement to
those issues we have
addressed in our comments. In some of our comments, we may ask you to
provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-1 filed August 3, 2020
Prospectus Cover Page, page i
1. Noting the significant
proceeds to be received from the exercise of the warrants, revise to
include a "Use of
Proceeds" section and include the disclosures required by Regulation S-
K Item 504.
Selling Shareholders, page 83
2. Footnotes (1) through
(3) disclose holdings of shares and warrants that appear to exceed
Jian Wang
Lion Group Holding Ltd
August 13, 2020
Page 2
those contained in the Securities Purchase Agreement filed as Exhibit
10.1, Please revise
or reconcile for the staff. In addition, revise/update Part II, Item
7. Recent Sales,
as applicable.
General
3. We note that you are registering 3,500,000 Class A Ordinary Shares
represented by ADSs
for resale by certain investors who entered into a securities purchase
agreement dated
August 1, 2020 and including 1,333,334 Class A Ordinary Shares
issuable upon the
exercise of PIPE warrants at $3.00 per ADS. We also note the number of
non-affiliate
shares appears to be approximately 2 million shares. Given the size of
the resale offering
relative to the outstanding shares of common stock held by
non-affiliates, it appears that
this transaction may be an indirect primary offering by or on behalf
of the company.
Because you do not appear to be eligible to conduct a primary offering
on Form S-3, you
are ineligible to conduct an at the market offering under Rule
415(a)(4).
If you disagree with our analysis, tell us why you believe that you
can rely on Rule
415(a)(1)(i) for this transaction, why the offering is not an indirect
primary offering and
provide us an analysis as to why the selling shareholders are not
acting as underwriters.
For guidance please refer to Question 612.09 in the Securities Act
Rules section of our
"Compliance and Disclosure Interpretations" available on the
Commission's website and
include in your response an analysis of each of the six factors
outlined therein. As part of
your response, please provide us the current number of shares held by
non-affiliates. Note
that we may have additional comments on your analysis and may request
additional
disclosure upon review of your response. Alternatively, please
consider reducing
significantly the number of shares of common stock that you are
registering for resale.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Jessica Livingston at 202-551-3448 or Michael Clampitt at
202-551-3434
with any other questions.
FirstName LastNameJian Wang Sincerely,
Comapany NameLion Group Holding Ltd
Division of
Corporation Finance
August 13, 2020 Page 2 Office of
Finance
FirstName LastName