6-K - LGHL - Equibles

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

Form6-K

REPORTOF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDERTHE SECURITIES EXCHANGE ACT OF 1934

For the month of January 2021

Commission File Number: 001-39301

LionGroup Holding Ltd.

n****otApplicable(Translation of registrant’s name into English)

CaymanIslands

(Jurisdiction of incorporation or organization)

UnitA-C, 33/F

TowerA, Billion Center

1Wang Kwong Road

KowloonBayHong Kong(Address of principal executive office)

Registrant’s phone number, including area code

+(852)2820-9000

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 ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Unless we otherwise specify, when used in this Form 6-K the terms “we” and the “Company” refer to Lion Group Holding Ltd and its subsidiaries.

On January 6, 2021, the Company entered into a binding strategic cooperation framework agreement (the “Strategic Cooperation Agreement”) with Mr. Yao Yongjie (“Mr. Yao”), a leader in the global blockchain industry and the chairman of the board of directors of a public listed company on the Hong Kong Stock Exchange, Grandshores Technology Group Limited (stock code: 1647). The Strategic Cooperation Agreement has been approved by the board of directors of the Company. Closing of the transactions contemplated in the Strategic Cooperation Agreement will be subject to customary conditions, including regulatory approvals.

According to the Strategic Cooperation Agreement, the Company and Mr. Yao will each use their respective capital, platform and resources to jointly set up a fund of not more than US$800 million to jointly promote the development and the industry environment of blockchain technology. The fund will invest, without limitation, in mine construction, mining and its upstream and downstream industries of digital currencies such as Bitcoin and Ethereum.

According to the Strategic Cooperation Agreement, the Company engages Mr. Yao as the chief technical adviser to provide technical advice and consultancy service in blockchain industry and the Company grants to Mr. Yao options (the “call options”) to subscribe for 6 million Class A American Depositary Shares of the Company (“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 Strategic Cooperation Agreement is included as an exhibit to this Form 6-K.

Safe Harbor Statement

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “is expected to,” “anticipates,” “aim,” “future,” “intends,” “plans,” “believes,” “are likely to,” “estimates,” “may,” “should” and similar expressions. Such forward-looking statements include, without limitation, the Company’s plan to form strategic cooperation partnerships and collaborate and promote the development and the industry environment of blockchain technology with Mr. Yao, comments by management about the success and benefit of the Company’s strategic cooperation partnerships, and about blockchain technology. All statements other than statements of historical fact in this Form 6-K are forward-looking statements and involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. These forward-looking statements are based on management’s current expectations, assumptions, estimates and projections about the Company and the industry in which the Company operates, but involve a number of unknown risks and uncertainties. Further information regarding these and other risks is included in the Company’s filings with the U.S. Securities and Exchange Commission. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and actual results may differ materially from the anticipated results. You are urged to consider these factors carefully in evaluating the forward-looking statements contained herein and are cautioned not to place undue reliance on such forward-looking statements, which are qualified in their entirety by these cautionary statements.

EXHIBITINDEX

Exhibit No.	Description
99.1	Strategic Cooperation Agreement between Lion Group Holding Ltd. and Yao Yongjie, dated January 6, 2021

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: January 8, 2021	LION GROUP HOLDING LTD.
	By:	/s/ Chunning Wang
	Name:	Chunning Wang
	Title:	Chief Executive Officer and Director

Exhibit99.1

StrategicCooperation Agreement

This Strategic Cooperation Agreement (“this Agreement”) is signed by the following parties in the Hong Kong Special Administrative Region of China on 6 January 2021.

Party A: Lion Group Holding Ltd. (NASDAQ: LGHL)

Address: Unit A-C, 33/F Floor, Tower A, Billion Center, 1 Wang Kwong Road, Kowloon Bay, Hong Kong

Party B: Yao Yongjie

Identification number: [*]

Address: [*]

Article I The Background

1.1	Party A is a US NASDAQ listed company and has abundant resources in the global capital market.<br>In particular, it has obtained in Hong Kong and the Cayman Islands a number of financial licenses, across securities, futures,<br>insurance, derivatives, asset management, etc., industries, involving in mainstream investment products of the global financial<br>markets.
1.2	Party B is a leader in the global blockchain industry and Chairman of the Board of Directors of<br>Hong Kong-listed Grandshores Technology Group Limited (stock code: 1647), with much investment experience and industry resources<br>in the blockchain industry.
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In accordance with the provisions of the relevant laws and laws, the parties have agreed to cooperate as follows.

Article II The Cooperation

2.1

Party A and Party B will each use their respective capital, platform and resources to jointly set up a fund of not more than US$800 million to jointly promote the development and the industry environment of blockchain technology. The fund will invest, without limitation, in mine construction, mining and its upstream and downstream industries of digital currencies such as Bitcoin (BTC) and Ethereum (ETH).

2.2	Party A engages Party B as the chief technical adviser<br>to provide technical advice and consultancy service in blockchain industry.
2.3	Party A shall within three working days after the signing of this Agreement announce the grant<br>to Party B options to subscribe for 6 million Party A Class A American Depositary Shares (ADSs) at a price fixed at US$2 per share<br>(1 share = 1 ADS) (hereinafter referred to as the “call options”). Within 24 months of the signing of this Agreement,<br>Party B may exercise the right to subscribe for such shares by tranches if the following conditions are met:
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(i)	if the closing price of the shares in Party A exceeds US$3 per share for 3 consecutive trading<br>days, Party B may exercise 2 million call options;
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(ii)	if the closing price of the shares in Party A exceeds US$5 per share for 3 consecutive trading<br>days, Party B may exercise 2 million call options;
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(iii)	if the closing price of the shares in Party A exceeds US$7.50 per share for 3 consecutive trading<br>days, Party B may exercise 2 million call options.
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Party A shall, within 1 working day after the above-mentioned exercise conditions have been met, give Party B written notice of meeting the conditions of exercise and provide wire information of its bank account, and Party B shall pay the aggregate exercise price in full to Party A’s designated account within 6 months of receipt of the notice through its own account or a designated third party account.

Party A shall complete the legal process of ADSs issuance within 5 working days after receipt of the aggregate exercise price, so that Party B can obtain the full title in the corresponding ADSs. If it is not completed within the above period, it shall compensate Party B for all the loss of the benefit for the period (the benefit for the period per ADS is the difference between the average closing price of the ADSs during the period that the ADSs should have been issued to Party B pursuant to this Agreement and the closing price of the ADSs on the day that Party B lodges the claim for compensation).

Party B shall not have any time limit for the sale of the ADSs obtained through the exercise of the above call options. If Party B intends to sell, Party A shall fully cooperate to complete the relevant process for the sale of the ADSs. Within 24 months of the signing of this Agreement, Party A shall not unilaterally cancel Party B's call option arrangements except with the written consent of Party B.

Article III Other Arrangements

3.1	The agreement under Article II is legally binding. The matters within the framework of cooperation<br>under this Agreement shall be determined by the relevant provisions of the formal cooperation agreements of the parties. In the<br>course of the performance of this Agreement, both parties shall strive to resolve any dispute through consultation, and either<br>party that shall have the right to file a suit in the court where this Agreement was signed if the dispute cannot be resolved through<br>consultation.
3.2	This Agreement shall be executed in two copies and Party A and Party B shall each keep one. This<br>Agreement shall be effective from the date of the signing. Internet signing and face to face signing shall have the same legal<br>effect. The designated mailbox information of the parties is as follows:
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3.1

The agreement under Article II is legally binding. The matters within the framework of cooperation under this Agreement shall be determined by the relevant provisions of the formal cooperation agreements of the parties. In the course of the performance of this Agreement, both parties shall strive to resolve any dispute through consultation, and either party that shall have the right to file a suit in the court where this Agreement was signed if the dispute cannot be resolved through consultation.

3.2

This Agreement shall be executed in two copies and Party A and Party B shall each keep one. This Agreement shall be effective from the date of the signing. Internet signing and face to face signing shall have the same legal effect. The designated mailbox information of the parties is as follows:

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Party A: [*]

Party B: [*]

(Signature page follows)

Party A: Lion Group Holding Ltd.

Authorized Signatory:

Party B: Yao Yongjie

Signatory: