United States securities and exchange commission logo
August 11, 2022
Jian Wang
Chairman of the Board (Class II)
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
Form 20-F filed
March 31, 2021
Form 20-F filed
April 22, 2022
Response dated
October 7, 2021
File No. 001-39301
Dear Mr. Wang:
We have reviewed your October 7, 2021 response to our comment
letter and have the
following 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 these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
September 21, 2021 letter.
Form 20-F filed April 22, 2022
Part I., page 1
1. We note on page F-11
that in May 2021 you formed and have a 100% equity ownership in
Lion Group (Hangzhou)
Investment Limited which is domiciled in China. Please address
the following:
Tell us in detail
and revise future filings to clarify the specific PRC laws or
regulations that
allow for your direct investment in this Chinese entity and clarify the
type of operations
of this entity;
Jian Wang
FirstName
Lion GroupLastNameJian
Holding Ltd Wang
Comapany
August 11, NameLion
2022 Group Holding Ltd
August
Page 2 11, 2022 Page 2
FirstName LastName
Tell us how you considered if you were required to use
contractual agreements with a
variable interest entity related to this Chinese entity; and
In future filings please revise your disclosure throughout your
filing to provide
specific and prominent disclosure about any incremental risks
from your investment
in this or other China-based companies.
Please see Sample Letter to China-Based Companies on SEC.gov for a
discussion of the
risks associated with investing in China-based companies and related
disclosure
considerations.
The PRC government may intervene or influence our business operations at
anytime..., page 34
2. Please revise future filings to disclose how you determined that you
are not subject to pre-
approval requirements of CAC or CSRC. If you relied on the advice of
counsel in making
this determination, please identify counsel and file their consent. If
you did not consult
counsel in making these determinations, please explain why you did not
obtain the advice
of counsel. Also, if true, disclose that your determination is based
on a risk-based analysis;
and include a related risk factor disclosure.
CFD Trading Services, page 62
3. Noting the disclosure in Note 12 on page F-28 that you did not have
any unrealized gain
or losses from open CFD positions at December 31, 2021, please tell us
and revise future
filings to discuss why there is no unrealized amount recognized at
period end and clarify
where realized gains and losses are recognized and presented at period
end. For example,
please clarify if CFD s are exchange-traded or OTC and the
settlement structure if
relevant to understanding the impact on your balance sheet or risk
related to these trades.
TRS Trading Business, page 64
4. Please revise future filings to include a diagram that illustrates
your TRS trading business
and enhance your disclosure to explain the different TRS trading
activities including how
revenue is generated, similar to the disclosure you provide for CFD
transactions on pages
62 through 64. Also clarify if you serve as a broker or as a
counterparty in TRS trades, if
they are exchange traded or OTC, and clarify how any TRS positions
held at period end
are recognized in your balance sheet. Also, clarify the settlement
structure if relevant to
understanding the impact on your balance sheet or risk related to
these trades. Please
include a draft of your proposed disclosures in your response.
5. Please tell us and revise future filings to further explain what
A-Share and Hong Kong
stock basket represent.
Item 5. Operating and Financial Review and Prospects, page 85
6. Please revise your Operating and Financial Review and Prospects
section in future filings
to include a discussion of your financial condition and changes in
financial condition for
Jian Wang
Lion Group Holding Ltd
August 11, 2022
Page 3
each of the periods presented. Refer to Item 5 of Form 20-F for
guidance. Please include
a draft of your proposed disclosures for the periods presented in your
response.
Revenue - Trading gains/losses, page 92
7. Please tell us and revise future filings to disclose the trading gain
(loss) related (i) your
managed flow portfolio trading positions where you act as counterparty
to your clients
trades from your CFD trading services, (ii) your dealing bid/offer
spreads on your clients
CFD transactions, and (iii) trading gains/(losses) from your
proprietary TRS trading
activities on your own accounts for each period presented.
Note 12 - Derivatives, page F-28
8. Please revise future filings to include the information required by
ASC 815-10-50-4F or -
4CC, as applicable or tell us why you believe you have met the
disclosure requirement.
Please also see guidance in ASC 815-10-55-182 through -184.
You may contact William Schroeder, Staff Accountant, at 202-551-3294 or
Michael Volley, Staff Accountant, at 202-551-3437 if you have questions
regarding comments
on the financial statements and related matters.
FirstName LastNameJian Wang Sincerely,
Comapany NameLion Group Holding Ltd
Division of
Corporation Finance
August 11, 2022 Page 3 Office of
Finance
FirstName LastName