6-K - LGHL - Equibles

UNITED STATES

SECURITIES AND EXCHANGECOMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATEISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGEACT OF 1934

For the month of June 2026

Commission File Number: 001-39301

LION GROUP HOLDING LTD.

Not Applicable

(Translation of registrant’s name into English)

Cayman Islands

**(**Jurisdiction of incorporation or organization)

10 Ubi Crescent, #06-51(Office 12), Ubi Techpark

Singapore 408574, LobbyC

(Address of principal executive office)

Registrant’s phone number, including area code

+65 8877 3871

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Entry into an Investment ParticipationAgreement.

On June 22, 2026, Lion Group Holding Ltd. (the “Company”) entered into a Investment Participation and Economic Interest Arrangement Agreement (the “Investment Participation Agreement”), attached as Exhibit 10.1 herein, with Meili Capital Management Limited (“Meili”). Pursuant to the Investment Participation Agreement, the Company will participate in Meili’s investment in PT NUSANTARA BUMI SANGKARA (the “Target Company”), whereby Meili will acquire a 10% equity interest or equivalent economic interest in the Target Company for an aggregate investment consideration of US$12,000,000 (the “Investment Consideration”). The Investment Consideration may be paid or issued by the Company in cash, shares of the Company or its designated affiliate, or such other form as may be separately agreed in writing by the parties.

The Investment Participation Agreement is subject to customary closing conditions, including obtaining all necessary internal and regulatory approvals, due diligence results, execution of definitive transaction documents, and satisfaction of all other conditions set forth therein.

The Company has issued a press release to announce the Investment Participation Agreement, which is included as Exhibit 10.2 herein.

Exhibits.

The following exhibits are being filed herewith:

Exhibit	Description
10.1	Investment Participation Agreement
10.2	Press Release, dated June 22, 2026

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: June 22, 2026

LION GROUP HOLDING LTD.
By:	/s/ Chunning Wang
Name:	Chunning Wang
Title:	Chief Executive Officer and Director

Exhibit 10.1

INVESTMENT PARTICIPATION AND ECONOMIC INTERESTARRANGEMENT AGREEMENT

This Agreement is entered into on 22 June 2026 by and between:

Party A	Meili Capital Management Limited (“Meili” or “Party A”)
Party B	Lion Group Holding Ltd.a company listed on Nasdaq under the ticker symbol: LGHL (“Lion” or “Party B”)

Party A and Party B are collectively referred to as the “Parties” and individually as a “Party”.

Article 1 Background

1.1 Party A has entered into an investment cooperation agreement with PT NUSANTARA BUMI SANGKARA (the “Target Company”) (the “Original Investment Agreement”) and has obtained the right to invest in the Target Company, arrange investments, designate investment vehicles, and receive investment funds through Party A or its designated investment entities.

1.2 Pursuant to the Original Investment Agreement, Party A proposes to invest in the Target Company on the following principal terms:

(1) investment amount: United States Dollars Twelve Million (USD 12,000,000);

(2) post-money valuation: the post-money valuation of the Target Company upon completion of such investment shall be United States Dollars One Hundred Twenty Million (USD 120,000,000);

(3) target equity interest: upon completion of such investment, Party A shall obtain ten percent (10%) equity interest or equivalent economic interest in the Target Company;

(4) form of payment of investment consideration: the investment consideration may be paid or issued by Party A in cash, shares of Party A or its designated affiliate, or such other form as may be separately agreed in writing by the relevant parties. If the investment consideration is paid in shares, the share value, pricing basis, issuing entity, closing arrangements, lock-up period and other relevant terms shall be separately agreed by the relevant parties in a supplemental agreement or written confirmation;

(5) subscription price: if the investment is completed by way of subscription for shares of the Target Company, the subscription price per share shall be calculated based on the fully diluted share capital of the Target Company and shall reflect the above post-money valuation and target equity interest, subject to separate written confirmation by the relevant parties.

1.3 Party B intends to participate in Party A’s investment in the Target Company through Party A or an investment entity designated by Party A, and proposes to provide investment consideration to Party A or its designated investment entity by way of cash, ordinary shares represented by American Depositary Shares, American Depositary Shares, convertible securities, warrants or other equity-linked securities, or any combination of the foregoing.

1.4 The Parties confirm that Party B’s participation in the investment is based on the investment rights and investment arrangement rights already obtained by Party A. Unless otherwise agreed in writing, Party B shall not directly enter into an investment agreement with the Target Company or directly become a shareholder of the Target Company.

1.5 The Parties further confirm that Party B’s participation amount shall form part of Party A’s maximum investment amount in the Target Company, and shall not constitute an additional investment amount on top of the maximum investment amount under the Original Investment Agreement. Party A may introduce other limited partners, co-investors or other investors to participate in such investment.

Article 2 Cooperation Structure

2.1 The Parties agree that Party B shall provide investment consideration to Party A or an investment entity designated by Party A for the purpose of subscribing for interests in a special purpose vehicle, fund, feeder fund, parallel fund or other investment vehicle designated by Party A, or obtaining economic participation rights relating to Party A’s investment in the Target Company. Party A or its designated investment entity shall invest in the Target Company based on the Original Investment Agreement, due diligence results, definitive transaction documents, compliance requirements and Party A’s commercial judgment.

Meili / LGHL Investment Participation Agreement

2.2 Unless otherwise agreed in writing by the Parties, the interest obtained by Party B shall be an indirect economic interest through Party A or its designated investment entity, and shall not constitute direct equity interest in the Target Company.

2.3 Party A shall have the right to use itself, a fund, special purpose vehicle, feeder fund, parallel fund, affiliate or other designated investment entity as the investment vehicle, holding platform, recipient of investment consideration or entity for distribution of interests.

2.4 This Agreement does not constitute a sale by Party A to Party B of direct equity interest in the Target Company, nor does it constitute a direct investment agreement between Party B and the Target Company.

Article 3 Investment Consideration and Participation Amount

3.1 Party B intends to participate in the investment in the Target Company with a total investment consideration of USD 12,000,000 (the “Investment Consideration”). The Parties confirm that the agreed valuation of the Target Company for the purpose of this investment shall be USD 120,000,000, and upon completion of the payment or issuance of the Investment Consideration, Party B shall obtain ten percent (10%) of the equity interest or equivalent economic interest in the Target Company.

3.2 The Investment Consideration may be paid or issued by Party B in cash, shares of Party B or its designated affiliate, or such other form as may be separately agreed in writing by the Parties. If the Investment Consideration is paid in shares, the share value, pricing basis, issuing entity, closing arrangements, lock-up period and other relevant terms shall be separately agreed by the Parties in a supplemental agreement or written confirmation.

3.3 If the investment consideration includes shares, ADSs or other securities of Party B, the value thereof shall be determined based on the volume weighted average price for the twenty (20) trading days prior to the signing date of the definitive securities documents, or such other price as agreed in writing by the Parties and compliant with Nasdaq rules.

3.4 The actual number, issue price, lock-up period, transfer restrictions, registration rights, closing procedures and other securities terms of Party B’s shares, ADSs or other securities shall be subject to the definitive securities documents separately entered into by the Parties.

3.5 The issuance of Party B’s shares, ADSs or other securities shall be subject to Party B obtaining all necessary board approvals, shareholder approvals, and complying with Nasdaq rules, SEC rules, U.S. securities laws and all other applicable laws and regulations.

3.6 If the shares, ADSs or other securities issued by Party B have not been registered under the U.S. securities laws, such securities may constitute restricted securities, and their transfer, sale or disposal shall be subject to U.S. securities laws, SEC rules, Nasdaq rules, lock-up arrangements and the definitive securities documents. Party A or its designated investment entity shall comply with such restrictions.

Article 4 Investment Interest of Party B

4.1 Upon Party B’s fulfilment of its obligation to pay or issue the investment consideration, Party B shall enjoy the economic interest relating to the investment in the Target Company by Party A or its designated investment entity in such proportion as separately agreed by the Parties in writing.

4.2 Party B’s investment interest may include one or more of the following:

(1)	interest in a special purpose vehicle, fund or other investment<br>vehicle designated by Party A;
(2)	economic benefit corresponding to the interest in the Target<br>Company held by Party A or its designated investment entity;
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(3)	distribution right upon exit of the investment;
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(4)	any other interest agreed by the Parties in writing.
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4.3 The specific proportion of Party B’s investment interest shall be calculated based on the proportion of the investment consideration actually provided and completed by Party B to the total amount actually invested in the Target Company by Party A or its designated investment entity, unless otherwise agreed in writing by the Parties.

Meili / LGHL Investment Participation Agreement

4.4 Unless otherwise agreed in writing by the Parties, Party B shall not have direct shareholder rights in the Target Company, including but not limited to voting rights, board nomination rights, inspection rights or direct dividend rights.

4.5 Before the execution of the definitive documents, this Agreement shall not be interpreted as Party A having unconditionally transferred or allocated to Party B any fixed percentage of equity interest or other interest in the Target Company.

Article 5 Treatment if Investment is Not Completed

5.1 If Party A or its designated investment entity fails to complete the investment in the Target Company due to reasons attributable to the Target Company, regulatory reasons, due diligence results, failure to agree on definitive transaction documents, termination or invalidity of the Original Investment Agreement, or other reasons not caused by Party B’s default, the Parties shall negotiate in good faith and on a fair and reasonable basis the treatment of the investment consideration already provided by Party B.

5.2 Such treatment may include:

(1)	returning any unused cash;
(2)	returning, cancelling or otherwise disposing of any unsold or<br>untransferred shares, ADSs or other securities of Party B;
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(3)	applying the investment consideration already provided by Party<br>B to other investment projects agreed by the Parties;
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(4)	handling the matter in such other manner as separately agreed<br>by the Parties in writing.
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5.3 If any shares, ADSs or other securities issued by Party B cannot be returned or cancelled due to legal, regulatory, stock exchange, registration, depositary or technical reasons, the Parties shall negotiate commercially reasonable and compliant alternative arrangements.

Article 6 Management Fee, Transaction Execution Fee and CarriedInterest

6.1 Party B acknowledges that Party A shall be entitled to charge Party B management fee, transaction execution fee and carried interest in respect of the investment arrangement, establishment of investment vehicles, transaction structuring, due diligence coordination, transaction document coordination, investment management, information communication, exit arrangement and other related services under this Agreement.

6.2 From the date on which Party B completes the first payment or issuance of investment consideration, if Party A provides Party B with continuing management, advisory, project coordination, post-investment management or other related services in connection with the transactions contemplated under this Agreement, the Parties may separately negotiate the management fee arrangement. The amount, calculation basis, payment method, payment timing and applicable period of such management fee shall be separately agreed by the Parties in a written supplemental agreement or written confirmation.

6.3 After Party B has recovered its actual invested principal in respect of this investment, Party A shall be entitled to receive twenty percent (20%) of the net profits received by Party B from this investment as carried interest.

6.4 “Net profits” under this Article means all cash, shares, securities, dividends, sale proceeds, exit proceeds, liquidation distributions or other economic benefits received by Party B from this investment, after deducting Party B’s actual invested principal, reasonable third-party expenses paid and relevant taxes, but excluding any management fee, transaction execution fee and carried interest paid or payable to Party A.

6.5 The management fee, transaction execution fee and carried interest shall be paid in cash; subject to Party A’s prior written consent, Party B may also pay all or part of such fees in its shares, ADSs, convertible securities, warrants or other securities.

6.6 The management fee, transaction execution fee and carried interest under this Article do not include third-party legal, audit, tax, valuation, fund administration, custody, banking, registration, depositary and other external expenses. Such third-party expenses shall be borne by Party B in proportion to its actual participation interest, unless otherwise agreed in writing by the Parties.

Meili / LGHL Investment Participation Agreement

Article 7 Undertakings

7.1 Party A undertakes to reasonably proceed with the investment in the Target Company based on the Original Investment Agreement, due diligence, definitive transaction documents, compliance requirements and its own commercial judgment.

7.2 Party B undertakes to pay cash and/or issue its shares, ADSs or other securities to Party A or its designated investment entity in accordance with this Agreement and the definitive documents.

7.3 Party B shall be solely responsible for obtaining board approvals, shareholder approvals, and complying with Nasdaq rules, SEC rules, U.S. securities laws, public disclosure, filing and other compliance procedures required for this transaction.

7.4 Party A does not guarantee that the investment in the Target Company will be completed, nor does it guarantee the valuation, performance, listing, exit or investment return of the Target Company.

7.5 Party B acknowledges that Party A may introduce other limited partners, co-investors or other investors to participate in the investment in the Target Company, and Party B shall not have exclusive participation rights unless otherwise agreed in writing by the Parties.

Article 8 Non-Circumvention

8.1 Without Party A’s prior written consent, Party B shall not directly or indirectly circumvent Party A and enter into any arrangement with the Target Company, its shareholders, directors, senior management, affiliates or controlling persons in respect of this investment or any similar transaction.

8.2 Party B shall not use information, business opportunities, transaction structures, investment arrangements or contact channels provided by Party A to directly or indirectly complete any transaction having the same or similar economic effect as this investment.

8.3 This Article shall remain effective from the date of this Agreement until twenty-four (24) months after termination of this Agreement.

8.4 If Party B breaches this Article, Party A shall be entitled to claim losses, reasonable costs and legal expenses incurred as a result. If the relevant transaction is completed, Party A shall be entitled to require Party B to pay liquidated damages equal to ten percent (10%) of the total value of such transaction. The Parties acknowledge that such liquidated damages represent a genuine pre-estimate of Party A’s potential loss and do not constitute a penalty.

Article 9 Confidentiality and Listed Company Disclosure

9.1 The Parties shall keep confidential this Agreement, the investment, information relating to the Target Company, the transaction structure and other non-public information.

9.2 Neither Party shall disclose such information to any third party without the prior written consent of the other Party, except where disclosure is required for legal, regulatory, stock exchange, professional adviser, audit, tax, financing or investor communication purposes.

9.3 As a U.S.-listed company, if Party B is required to disclose this Agreement or the transaction under Nasdaq rules, SEC rules, U.S. securities laws or other regulatory requirements, Party B shall, to the extent reasonably practicable, notify Party A in advance and reasonably consult with Party A on the content of such disclosure.

9.4 This Article shall survive termination of this Agreement for three (3) years.

Meili / LGHL Investment Participation Agreement

Article 10 Conditions Precedent

10.1 Completion of this transaction shall be subject to the satisfaction or written waiver of the following conditions:

(1)	Party B having completed all internal approvals, Nasdaq, SEC<br>and other applicable compliance procedures required for this transaction;
(2)	the Original Investment Agreement and investment arrangement<br>between Party A and the Target Company remaining valid and effective;
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(3)	the Parties having reached written agreement on the investment<br>consideration, pricing of Party B’s shares, ADSs or other securities, receiving entity, investment interest ratio and distribution<br>arrangement;
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(4)	the Parties having executed the necessary definitive transaction<br>documents;
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(5)	the transaction not violating any applicable laws, regulations,<br>Nasdaq rules, SEC rules or constitutional documents of the Parties.
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Article 11 Costs and Taxes

11.1 Except for the management fee, transaction execution fee, carried interest and third-party expenses set out in Article 6, each Party shall bear its own legal, financial, tax, audit, advisory and other costs incurred in connection with this Agreement and the transaction, unless otherwise agreed in writing by the Parties.

11.2 Each Party shall bear its own tax liabilities arising from this Agreement and the transaction.

Article 12 Default Liability

12.1 If either Party breaches any material obligation under this Agreement and fails to remedy such breach within fifteen (15) business days after receiving written notice from the non-defaulting Party, the defaulting Party shall compensate the non-defaulting Party for direct losses suffered as a result.

12.2 If Party B fails to pay cash or issue shares, ADSs or other securities in accordance with this Agreement and the definitive documents, Party A shall have the right to suspend or terminate Party B’s right to participate in the investment.

12.3 Neither Party shall be liable for indirect losses, loss of profits or loss of expected returns of the other Party, except in cases of fraud, wilful breach, malicious circumvention or breach of confidentiality obligations.

Article 13 Termination

13.1 This Agreement may be terminated by mutual written agreement of the Parties.

13.2 If the transaction fails to obtain the board, shareholder, Nasdaq, SEC or other regulatory approvals required by Party B, either Party may terminate this Agreement by written notice to the other Party.

13.3 If the Original Investment Agreement between Party A and the Target Company is terminated, becomes invalid or cannot continue to be performed, Party A may terminate this Agreement by written notice to Party B.

13.4 Termination of this Agreement shall not affect rights and obligations accrued prior to termination, including but not limited to confidentiality, non-circumvention, default liability, accrued management fee, transaction execution fee, carried interest and dispute resolution provisions.

Meili / LGHL Investment Participation Agreement

Article 14 No Partnership, Agency or Trust

14.1 This Agreement shall not create any partnership, joint venture, agency, trust or employment relationship between the Parties.

14.2 Unless expressly agreed by the Parties in definitive documents, Party A shall not act as Party B’s agent, trustee or trust holder, and Party B shall not have the right to directly control Party A’s investment, management or exit decisions in respect of the Target Company.

Article 15 Governing Law and Dispute Resolution

15.1 This Agreement shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region.

15.2 Any dispute arising out of or in connection with this Agreement shall first be resolved through friendly consultation between the Parties.

15.3 If consultation fails, either Party may submit the dispute to the Hong Kong International Arbitration Centre (HKIAC) for arbitration in accordance with the arbitration rules in effect at the time of submission. The seat of arbitration shall be Hong Kong. The arbitration language shall be Chinese and/or English. The arbitral award shall be final and binding on both Parties.

Article 16 Miscellaneous

16.1 This Agreement constitutes a framework arrangement between the Parties in respect of Party B’s participation in the investment through Party A. Matters relating to securities issuance, subscription for investment vehicle interests, fund interests, investment interest ratio, distribution, exit, tax and regulatory matters shall be subject to the definitive documents subsequently executed by the Parties.

16.2 Any amendment or supplement to this Agreement shall become effective only upon written execution by both Parties.

16.3 This Agreement may be executed by electronic signature, facsimile or scanned copy, each of which shall have the same legal effect as an original.

16.4 This Agreement shall be executed in two counterparts, with each Party holding one counterpart, each of which shall have the same legal effect.

Meili / LGHL Investment Participation Agreement

Schedule 1: Target Company Business Overview

1. Business Overview

According to the information provided by PT NUSANTARA BUMI SANGKARA (the “Target Company”) to Meili Capital Management Limited (“Meili”), the Target Company is a technology company focusing on digital financial solutions, aiming to provide low-cost and cross-border fund transfer and value exchange services to individual users and enterprises in Indonesia.

The Target Company’s stablecoin product is NIDR (Nusantara Indonesian Rupiah). According to the information provided by the Target Company, NIDR is intended to be an Indonesian Rupiah stablecoin pegged to the Indonesian Rupiah on a 1:1 basis and expected to be supported by safe and highly liquid reserve assets. The Target Company’s core business focuses on the issuance and management of NIDR and the development of related digital financial infrastructure, with a view to supporting more instant, low-cost and scalable value transfer services for individual users and enterprises in Indonesia. The Target Company is currently progressing the development and launch of its mobile application.

2. Development Vision

According to the information provided by the Target Company, the Target Company’s development vision is not limited to stablecoin issuance itself. It intends to use stablecoin as a strategic foundation to gradually build digital financial payment and settlement infrastructure covering issuance, payment, clearing and settlement, asset management, risk control and automated decision-making capabilities.

The Target Company intends to integrate blockchain, smart contracts, AI-driven risk control and automated decision-making technologies with Indonesia’s digital payment system, digital asset ecosystem and liquidity management scenarios, with a view to building a more efficient, low-cost and scalable digital financial service system. The Target Company believes that the integration of stablecoin, digital payment, digital asset management and AI-driven intelligent liquidity management systems may support the long-term development of Indonesia’s digital financial infrastructure.

3. Policy and Market Background

According to the information provided by the Target Company and its understanding of the market environment, the Target Company’s business direction has certain alignment with policy trends relating to Indonesia’s digital economy, artificial intelligence and financial inclusion. The Target Company believes that artificial intelligence technologies may play a role in automation, intelligent analytics, fraud detection, alternative credit scoring and the expansion of digital financial services, and may support broader financial inclusion and digital economic development. ****

4. Latest Progress and Regulatory Developments

According to the information provided by the Target Company to Meili, the Target Company obtained approval or confirmation from the Indonesian Financial Services Authority (OJK) on 15 April 2026 in relation to its stablecoin issuance business. The Target Company is currently progressing the confirmation of custodian bank arrangements, the Indonesian government bond purchase process, system testing and other pre-issuance preparations. Upon completion of the relevant custodian arrangements, reserve asset allocation, system testing and other preparations, the Target Company plans to formally commence the issuance of NIDR.

The Target Company believes that, upon completion of the relevant approvals, custodian arrangements, reserve asset allocation and system testing, it has the potential to become one of the earlier compliant stablecoin issuers in Indonesia. The above regulatory progress, business plan, issuance arrangements and market position shall remain subject to applicable laws and regulations, regulatory requirements, formal approval documents, independent legal advice and the Target Company’s actual subsequent implementation.

5. Important Notice

This Schedule is prepared solely based on information provided by the Target Company to Meili and is for the Parties’ understanding of the investment background only. This Schedule shall not constitute any representation, warranty or undertaking by Meili in respect of the Target Company’s business, licences, financial condition, technical capabilities, regulatory status, reserve asset arrangements, future development, valuation or investment return. Party B shall conduct its own independent due diligence and assessment of the Target Company and the investment, either by itself or through its professional advisers.

Meili / LGHL Investment Participation Agreement

[Signature page follows]

Meili / LGHL Investment Participation Agreement

[Signature page]

Party A:

Meili Capital ManagementLimited

Authorised Signature:	/s/ Zhang Jiyuan
Name:Zhang Jiyuan
Title:Director
Date: 22 June 2026

Party B:

Lion Group Holding Ltd.

Authorised Signature:	/s/ Chunning Wang
Name: Chunning Wang
Title: CEO and Director
Date: 22 June 2026

Meili / LGHL Investment Participation Agreement

Exhibit 10.2

LGHL Announces Strategic Investment in IndonesianStablecoin and Digital Financial Infrastructure Provider via Stock-for-Participation Arrangement

SINGAPORE, June 22, 2026 / PRNewswire / -- Lion Group Holding Ltd. (NASDAQ: LGHL) (“Lion Group” or the “Company”), a leading operator of an all-in-one trading platform and digital asset treasury holder, today announced its participation in an investment in PT Nusantara Bumi Sangkara (the “Target Company”), an Indonesia-based technology company focused on digital financial solutions, including the issuance of the Indonesian Rupiah-pegged stablecoin NIDR.

Under the Investment Participation and Economic Interest Arrangement Agreement with Meili Capital Management Limited (“Meili”), Lion Group will provide investment consideration of up to USD 12,000,000 through a non-cash transaction involving the issuance of its ordinary shares (represented by American Depositary Shares or ADSs) or other equity-linked securities. Upon completion, Lion Group will obtain a 10% indirect economic interest or equivalent participation in the Target Company through Meili or its designated investment vehicle. This structure aligns with the framework previously established under the Parties’ strategic cooperation MOU.

The Target Company is developing NIDR, a compliant stablecoin pegged 1:1 to the Indonesian Rupiah, supported by safe and liquid reserve assets. It aims to provide low-cost, cross-border fund transfer and value exchange services, while building broader digital financial infrastructure integrating blockchain, smart contracts, AI-driven risk control, and automated decision-making. Recent regulatory progress includes approvals or confirmations from Indonesia’s Financial Services Authority (OJK), positioning it as a potential early compliant stablecoin issuer in the market.

Strategic Alignment with Aquila AI Infrastructureand DAT (Digital Asset Treasury) Initiatives

This investment represents a key step in Lion Group’s dual-track growth strategy:

	●	Digital Asset Treasury (DAT): By participating in a compliant, real-world-asset (RWA) backed<br> stablecoin and digital payments platform, Lion Group further diversifies and strengthens<br> its digital asset treasury. This complements the Company’s existing holdings and treasury<br> reallocations into high-potential ecosystems (including Hyperliquid and Bitcoin), enhancing<br> exposure to tokenized value exchange, payments, and on-chain infrastructure in high-growth<br> Southeast Asian markets.

●	Aquila AI Infrastructure: The Target Company’s integration of AI-driven risk control,<br> intelligent analytics, fraud detection, and automated liquidity management<br> directly synergizes with Lion Group’s proposed acquisition of Aquila Hash, Inc., a<br> U.S.-headquartered global AI infrastructure platform specializing in AI Factories, GPU cloud<br> platforms, and AI-native services. Together, these initiatives position Lion Group at the<br> forefront of AI-Web3 convergence, enabling advanced applications in digital finance, DePIN,<br> real-world asset tokenization, and scalable financial infrastructure.
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Mr. Wilson Wang, Chief Executive Officer of Lion Group Holding Ltd., commented: “This strategic participation through Meili marks a significant milestone in our expansion into Southeast Asia’s digital economy. By leveraging stock consideration in a non-cash transaction, we preserve capital while gaining exposure to a promising stablecoin and digital payments platform that aligns seamlessly with our DAT treasury strategy and Aquila AI infrastructure ambitions. We are excited about the potential synergies in AI-powered financial services and blockchain innovation.”

The transaction remains subject to customary conditions, including necessary approvals, definitive documentation, and compliance with Nasdaq, SEC, and other regulatory requirements. It does not constitute a direct equity investment by Lion Group in the Target Company but provides indirect economic participation.

About Lion Group Holding Ltd.

Lion Group Holding Ltd. (Nasdaq: LGHL) operates an all-in-one, state-of-the-art trading platform that offers a wide spectrum of products and services, including (i) total return swap (TRS) trading, (ii) contract-for-difference (CFD) trading, and (iii) Over-the-counter (OTC) stock options trading. Additional information may be found at http://ir.liongrouphl.com.

About Meili Capital Management Limited

Meili Capital Management Limited is an asset management group specializing in digital assets, tokenization of real-world assets, fund structuring, and global capital markets, with deep expertise in identifying and evaluating high-quality investment opportunities in the Web3 ecosystem.

About PT Nusantara Bumi Sangkara

PT Nusantara Bumi Sangkara is a technology company developing digital financial infrastructure in Indonesia, with a core focus on the issuance and management of NIDR — an Indonesian Rupiah-pegged stablecoin (1:1 peg) intended to be backed by safe and highly liquid reserve assets. The company aims to provide low-cost, cross-border fund transfer and value exchange services for individual users and enterprises.

Beyond stablecoin issuance, the Target Company is building a comprehensive digital financial ecosystem that integrates blockchain, smart contracts, AI-driven risk control, automated decision-making, and intelligent liquidity management. It seeks to support Indonesia’s digital economy, financial inclusion, and payment settlement infrastructure. The company has obtained relevant approvals/confirmations from Indonesia’s Financial Services Authority (OJK) and is advancing custodian arrangements, reserve asset allocation, and system testing ahead of formal NIDR issuance.

Forward-Looking Statements

This press release contains, “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Lion Group’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “might” and “continues,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, but are not limited to, statements about: Lion Group’s entry into a Investment Participation and Economic Interest Arrangement Agreement and its anticipated benefits; Lion Group’s participation in Meili’s investment in the Target Company, including the ability to fulfill the parties’ obligations under the definitive agreements, the expected timing, structure, and terms of the investment, and the satisfaction of closing conditions; the expected synergies of the proposed transaction with Lion Group’s acquisition of Aquila Hash, Inc. and its broader strategic initiatives, including the potential expansion into Southeast Asia’s digital economy, exposure to regulated digital financial infrastructure, stablecoin platforms, and AI-driven risk control technologies; expectations regarding the adoption of blockchain, AI-enabled analytics, and digital asset solutions in target markets; Lion Group’s goals and strategies; Lion Group’s future business development, financial condition and results of operations; and assumptions underlying or related to any of the foregoing. Lion Group cautions that the foregoing list of factors is not exclusive. Lion Group cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Lion Group does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based, subject to applicable law. Additional information concerning these and other factors that may impact our expectations and projections can be found in Lion Group’s periodic filings with the SEC, including Lion Group’s Annual Report on Form 20-F for the fiscal year ended December 31, 2025. Lion Group’s SEC filings are available publicly on the SEC’s website at www.sec.gov.

Contacts

Lion Group Holding Ltd.

Tel: +65 8877 3871

Email: [email protected]