Lion Group Holding Ltd 6-K, filed Dec 23, 2022
Lion Group Holding Ltd (LGHL)
About this 6-K
Lion Group Holding Ltd filed this 6-K on December 23, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2022
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)
3 Phillip Street, #15-04 Royal Group Building
Singapore 048693
(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 ☐
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): ☐
Lion Group Holding Ltd. (Nasdaq: LGHL) (the “Company”), today announced to hold the General Meeting of Shareholders on January 13, 2023.
The Company’s General Meeting of Shareholders will be held on January 13, 2023, at 10:00 a.m. (local time). The meeting will take place at 3 Phillip Street, #15-04 Royal Group Building, Singapore 048693. The matter to be voted on at the meeting is set forth in the Company’s Form 6-K filed with the U.S. Securities and Exchange Commission herewith. Shareholders of record on November 18, 2022, will be eligible to vote at this meeting.
EXHIBIT INDEX
1
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: December 23, 2022
| LION GROUP HOLDING LTD. | ||
| By: | /s/ Chunning Wang | |
| Name: | Chunning Wang | |
| Title: | Chief Executive Officer and Director | |
2
Exhibit 99.1
LION GROUP HOLDING LTD.
NOTICE OF GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 13, 2023
Notice is hereby given that Lion Group Holding Ltd., a Cayman Islands company (the “Company”), will hold a general meeting of shareholders at 10:00 a.m., local time, on January 13, 2023 (the “General Meeting”) at 3 Phillip Street, #15-04 Royal Group Building, Singapore 048693, to consider and, if thought fit, to pass, the following resolutions:
| 1. | Special business |
Proposal 1: To approve by a special resolution the third amended and restated memorandum and articles of association of the Company in connection with the increase by the Company of the number of votes attached to Class B Ordinary Shares of the Company (the “Class B Ordinary Shares”) from twenty five (25) votes per Class B Ordinary Share to one hundred (100) votes per Class B Ordinary Share and certain general legal updates.
Proposal 2: To approve by a special resolution that Article 87 and Article 88 of the second amended and restated memorandum and articles of association of the Company being replaced with the following:
“87. The Board of Directors shall be divided into two classes: Class I and Class II. Class I shall consist of three (3) directors. Class II shall consist of four (4) directors. The term of office of Class I shall expire at the first annual meeting of Members following the effectiveness of the first amended and restated articles of association of the Company (i.e. June 10, 2020); and the term of office of Class II shall expire at the second annual meeting of Members following the effectiveness of the first amended and restated articles of association of the Company (i.e. June 10, 2020). Directors may be added to the Board of Directors between annual meetings of Members by reason of an increase in the authorized number of directors belonging to the relevant class as approved by an Ordinary Resolution.
88. Commencing at the first annual general meeting of Members following the effectiveness of the first amended and restated articles of association of the Company (i.e. June 10, 2020), and at each second annual general meeting thereafter, Class I directors elected to succeed those directors whose terms expire thereat shall be elected for a term of office to expire at the second succeeding annual general meeting after their election. Commencing at the second annual general meeting of Members following the effectiveness of the first amended and restated articles of association of the Company (i.e. June 10, 2020), and at each second annual general meeting thereafter, Class II directors elected to succeed those directors whose terms expire thereat shall be elected for a term of office to expire at the second succeeding annual general meeting after their election.”
| 2. | To transact such other business as may properly come before the meeting or any adjournment thereof. |
You can find more information about each of these items in the attached proxy statement. Only holders of Class A Ordinary Shares or Class B Ordinary Shares (collectively, “Ordinary Shares”) registered in the register of members at the close of business on November 18, 2022, New York time, can vote at the General Meeting or at any adjournment that may take place. If you are a holder of American Depositary Shares, please see the discussion in the attached proxy statement under the heading “Voting by Holders of American Depositary Shares.”
We cordially invite all holders of Ordinary Shares to attend the General Meeting in person. However, holders of Ordinary Shares entitled to attend and vote are entitled to appoint a proxy to attend and vote instead of such holders. A proxy needs not be a shareholder of the Company. If you are a holder of Ordinary Shares and whether or not you expect to attend the General Meeting in person, please mark, date, sign and return the enclosed form of proxy as promptly as possible to ensure your representation and the presence of a quorum at the General Meeting. If you send in your form of proxy and then decide to attend the General Meeting to vote your Ordinary Shares in person, you may still do so. Your proxy is revocable in accordance with the procedures set forth in the proxy statement. The enclosed form of proxy is to be delivered to the attention of Chunning Wang, Chief Executive Officer, Lion Group Holding Ltd., and must arrive no later than the time for holding the General Meeting or any adjournment thereof. This notice of the General Meeting of Shareholders and the attached proxy statement are also available through our website at http://ir.liongrouphl.com.
| By Order of the Board of Directors, | |
| /s/ Chunning Wang | |
| Chunning Wang | |
| Chief Executive Officer and Director | |
| Date: December 23, 2022 |
3 Phillip Street, #15-04 Royal Group Building, Singapore 048693 Telephone: +65 8877 3871
LION GROUP HOLDING LTD.
PROXY STATEMENT
General
The board of directors of Lion Group Holding Ltd., a Cayman Islands company (the “Company”), is soliciting proxies for the general meeting of shareholders to be held on January 13, 2023 at 10:00 a.m., local time, or at any adjournment or postponement thereof (the “General Meeting”). The General Meeting will be held at 3 Phillip Street, #15-04 Royal Group Building, Singapore 048693.
Record Date, Share Ownership and Quorum
Record holders of Class A Ordinary Shares or Class B Ordinary Shares (collectively, “Ordinary Shares”) as of the close of business on November 18, 2022, New York time, are entitled to vote at the General Meeting. As of November 18, 2022, 45,566,711 of our Class A Ordinary Shares, par value US$0.0001 per share, and 9,843,096 of our Class B Ordinary Shares, par value US$0.0001 per share, were issued and outstanding. As of November 18, 2022, approximately 45,213,088 of our Class A Ordinary Shares were represented by American Depositary Shares (“ADSs”). One or more holders of Ordinary Shares which represent, in aggregate, a majority of the paid up voting share capital of the Company present in person or by proxy or, if a corporation or other non-natural person, by its authorized representative shall be a quorum for all purposes.
Voting and Solicitation
Each Class A Ordinary Share shall be entitled to one (1) vote on all matters subject to the vote at the General Meeting, and each Class B Ordinary Share shall be entitled to twenty-five (25) votes on all matters subject to the vote at the General Meeting.
3 Phillip Street, #15-04 Royal Group Building, Singapore 048693 Telephone: +65 8877 3871
2
At the General Meeting, every holder of Ordinary Shares present in person or by proxy may vote the fully paid Ordinary Shares held by such holder of Ordinary Shares. A resolution put to the vote of a meeting shall be decided on a poll. Except as required by applicable law and subject to the terms and conditions of the Articles, the holders of Class A Ordinary Shares and Class B Ordinary Shares shall vote together as one class on all matters submitted to a vote at the General Meeting. The affirmative vote of a majority of not less than two-thirds of the votes of the holders of Ordinary Shares present in person or represented by proxy and entitled to vote at the General Meeting will be required to pass proposals 1 and 2 of the notice of the General Meeting. The affirmative vote of a simple majority of the votes of the holders of Ordinary Shares present in person or represented by proxy and entitled to vote at the General Meeting will be required to pass each of the other proposed resolutions submitted to a vote at the General Meeting.
The costs of soliciting proxies will be borne by us. Proxies may be solicited by certain of our directors, officers and regular employees, without additional compensation, in person or by telephone or electronic mail. Copies of solicitation materials will be furnished to banks, brokers, fiduciaries and custodians holding in their names our Ordinary Shares or ADSs beneficially owned by others to forward to those beneficial owners.
Voting by Holders of Ordinary Shares
Holders of Ordinary Shares whose shares are registered in their own names may vote by attending the General Meeting in person or by completing, dating, signing and returning the enclosed form of proxy to the attention of Chunning Wang, Chief Executive Officer, Lion Group Holding Ltd. The form of proxy must arrive no later than the time for holding the General Meeting or any adjournment thereof.
3 Phillip Street, #15-04 Royal Group Building, Singapore 048693 Telephone: +65 8877 3871
3
When proxies are properly completed, dated, signed and returned by holders of Ordinary Shares, the Ordinary Shares they represent, unless the proxies are revoked, will be voted at the General Meeting in accordance with the instructions of the shareholder. If no specific instructions are given by such holders, the Ordinary Shares will be voted “FOR” each proposal and in the proxy holder’s discretion as to other matters that may properly come before the General Meeting. Abstentions and broker non-votes will be counted as present for purposes of determining whether a quorum is present. Abstentions will have the same effect as a vote against each of the proposed resolutions submitted to a vote at the General Meeting. Broker non-votes will have the same effect as a vote against each of the proposed resolutions submitted to vote at the General Meeting.
Please refer to this proxy statement for information related to the proposed resolutions.
Voting by Holders of American Depositary Shares
Deutsche Bank Trust Company Americas, as depositary of the ADSs, has advised us that it intends to mail to all record owners of ADSs this proxy statement, the accompanying notice of General Meeting and a voting instruction card for record owners of ADSs. Upon the written request of an owner of record of ADSs by such owner’s delivery of a properly completed, dated and signed voting instruction card to Deutsche Bank Trust Company Americas prior to 10:00 am, New York City time on November 18, 2022, Deutsche Bank Trust Company Americas will endeavor, in so far as practicable, to vote or cause to be voted the amount of Class A Ordinary Shares or other deposited securities represented by such ADSs, evidenced by American Depositary Receipts related to those ADSs, in accordance with the instructions set forth in such request. Deutsche Bank Trust Company Americas has advised us that it will not vote or attempt to exercise the right to vote other than in accordance with those instructions. As the holder of record for all the Class A Ordinary Shares represented by all of our ADSs, only Deutsche Bank Trust Company Americas may vote those Class A Ordinary Shares at the General Meeting.
If the enclosed voting instruction card is signed but the voting instructions fail to specify the manner in which to vote, Deutsche Bank Trust Company Americas will vote in favor of the items set forth in the voting instructions.
Revocability of Proxies
Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before its use by delivering a written notice of revocation or a duly executed proxy bearing a later date or, if you hold Ordinary Shares, by attending the meeting and voting in person. A written notice of revocation must be delivered to the attention of Lion Group Holding Ltd., if you hold our Ordinary Shares, or to Deutsche Bank Trust Company Americas if you hold ADSs representing our Class A Ordinary Shares.
3 Phillip Street, #15-04 Royal Group Building, Singapore 048693 Telephone: +65 8877 3871
4
PROPOSALS
Background
We are asking holders of Ordinary Shares to pass the following resolution (“PROPOSALS”)
| Proposal 1 | RESOLVED as a special resolution the third amended and restated memorandum and articles of association of the Company in connection with the increase by the Company of the number of votes attached to Class B Ordinary Shares of the Company (the “Class B Ordinary Shares”) from twenty five (25) votes per Class B Ordinary Share to one hundred (100) votes per Class B Ordinary Share and certain general legal updates be approved. | |
| Proposal 2 |
RESOLVED as a special resolution Article 87 and Article 88 of the second amended and restated memorandum and articles of association of the Company being replaced with the following:
“87. The Board of Directors shall be divided into two classes: Class I and Class II. Class I shall consist of three (3) directors. Class II shall consist of four (4) directors. The term of office of Class I shall expire at the first annual meeting of Members following the effectiveness of the first amended and restated articles of association of the Company (i.e. June 10, 2020); and the term of office of Class II shall expire at the second annual meeting of Members following the effectiveness of the first amended and restated articles of association of the Company (i.e. June 10, 2020). Directors may be added to the Board of Directors between annual meetings of Members by reason of an increase in the authorized number of directors belonging to the relevant class as approved by an Ordinary Resolution.
88. Commencing at the first annual general meeting of Members following the effectiveness of the first amended and restated articles of association of the Company (i.e. June 10, 2020), and at each second annual general meeting thereafter, Class I directors elected to succeed those directors whose terms expire thereat shall be elected for a term of office to expire at the second succeeding annual general meeting after their election. Commencing at the second annual general meeting of Members following the effectiveness of the first amended and restated articles of association of the Company (i.e. June 10, 2020), and at each second annual general meeting thereafter, Class II directors elected to succeed those directors whose terms expire thereat shall be elected for a term of office to expire at the second succeeding annual general meeting after their election.” be approved. |
Vote Required and Board Recommendation
If a quorum is present, the affirmative vote of a two-thirds majority of the votes of the holders of Ordinary Shares present in person or represented by proxy and entitled to vote at the General Meeting will be required to approve the Proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE PROPOSALS
3 Phillip Street, #15-04 Royal Group Building, Singapore 048693 Telephone: +65 8877 3871
5
OTHER MATTERS
We know of no other matters to be submitted to the General Meeting. If any other matters properly come before the General Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares they represent as the Board of Directors may recommend.
| By Order of the Board of Directors, | |
| /s/ Chunning Wang | |
| Chunning Wang | |
| Chief Executive Officer and Director | |
| Date: December 23, 2022 |
3 Phillip Street, #15-04 Royal Group Building, Singapore 048693 Telephone: +65 8877 3871
Exhibit 99.2
LION GROUP HOLDING LTD.
(incorporated in the Cayman Islands with limited liability)
FORM OF PROXY FOR THE GENERAL MEETING
to be held on January 13, 2023
(or any adjourned or postponed meeting thereof)
I/we, the undersigned acknowledge receipt of the Notice of General Meeting of Shareholders and Proxy Statement and, being the registered holder of ________________ Class A Ordinary Shares 1 , par value US$0.0001 per share, and ________________ Class B Ordinary Shares 2, par value US$0.0001 per share (together with Class A Ordinary Shares, “Ordinary Shares”), of Lion Group Holding Ltd. (the “Company”), hereby appoint Mr. Chunning Wang, Director of the Company or (Name) ____________________________________________________________________of (Address)____________________________________________________________________________as my/our proxy to attend and act for me/us at the General Meeting 3 (or at any adjournment or postponement thereof) of the Company to be held at 10:00 a.m., local time, on January 13, 2023 at U3 Phillip Street, #15-04 Royal Group Building, Singapore 048693.
My/our proxy is instructed to vote on the resolutions in respect of the matters specified in the Notice of the General Meeting as indicated below:
| 1. | RESOLVED as a special resolution the third amended and restated memorandum and articles of association of the Company in connection with the increase by the Company of the number of votes attached to Class B Ordinary Shares of the Company from twenty five (25) votes per Class B Ordinary Share to one hundred (100) votes per Class B Ordinary Share and certain general legal updates be approved. |
For ☐ |
Against ☐ |
Abstain ☐
|
| 2. |
RESOLVED as a special resolution that Article 87 and Article 88 of the second amended and restated memorandum and articles of association of the Company being replaced with the following:
“87. The Board of Directors shall be divided into two classes: Class I and Class II. Class I shall consist of three (3) directors. Class II shall consist of four (4) directors. The term of office of Class I shall expire at the first annual meeting of Members following the effectiveness of the first amended and restated articles of association of the Company (i.e. June 10, 2020); and the term of office of Class II shall expire at the second annual meeting of Members following the effectiveness of the first amended and restated articles of association of the Company (i.e. June 10, 2020). Directors may be added to the Board of Directors between annual meetings of Members by reason of an increase in the authorized number of directors belonging to the relevant class as approved by an Ordinary Resolution.
88. Commencing at the first annual general meeting of Members following the effectiveness of the first amended and restated articles of association of the Company (i.e. June 10, 2020), and at each second annual general meeting thereafter, Class I directors elected to succeed those directors whose terms expire thereat shall be elected for a term of office to expire at the second succeeding annual general meeting after their election. Commencing at the second annual general meeting of Members following the effectiveness of the first amended and restated articles of association of the Company (i.e. June 10, 2020), and at each second annual general meeting thereafter, Class II directors elected to succeed those directors whose terms expire thereat shall be elected for a term of office to expire at the second succeeding annual general meeting after their election.” be approved.
|
For ☐ |
Against ☐ |
Abstain ☐
|
| 1 | Please insert the number of Class A Ordinary Shares registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s). |
| 2 | Please insert the number of Class B Ordinary Shares registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s). |
| 3 | If any proxy other than Mr. Chunning Wang, Director of the Company is preferred, strike out the words “Mr. Chunning Wang, Director of the Company or” and insert the name and address of the proxy desired in the space provided. A proxy needs not be a shareholder. If you are the holder of two or more Ordinary Shares, you may appoint more than one proxy to represent you and vote on your behalf at the General Meeting. Any alteration made to this form of proxy must be initialed by the person(s) who sign(s) it. |
3 Phillip Street, #15-04 Royal Group Building, Singapore 048693 Telephone: +65 8877 3871
Dated_________________, 2023
Signature (s) ___________________
Name of Signature _______________________
Name of Shareholder _____________________
Notes:
| 1. | Only the holders of record of the Class A Ordinary Shares or Class B Ordinary Shares of the Company at the close of business on November 18, 2022, New York time, should use this form of proxy. |
| 2. | Please indicate your voting preference by ticking, or inserting in the number of shares to be voted for or against or to abstain, the boxes above in respect of each resolution. If NO instruction is given, your proxy will vote or abstain from voting at his/her discretion. If any other matter properly comes before the General Meeting, or any adjournment or postponement thereof, which may properly be acted upon, unless otherwise indicated, your proxy will vote or abstain from voting at his/her discretion. |
| 3. | Any alteration made to this form of proxy must be initialed by the person(s) who sign(s) it. |
| 4. | This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either under seal or executed under the hand of an officer or attorney duly authorized to sign the same. In the case of joint holders, all holders must sign. |
| 5. | This form of proxy and any authority under which it is executed (or a notarized and/or duly certified copy of such authority) must be returned to the attention of Chunning Wang, Director, Lion Group Holding Ltd., no later than the time for holding the General Meeting or any adjournment thereof. |
| 6. | Completion and return of the form of proxy will not prevent you from attending and voting in person at the General Meeting. |
3 Phillip Street, #15-04 Royal Group Building, Singapore 048693 Telephone: +65 8877 3871
Exhibit 99.3
December 23, 2022
Lion Group Holding Limited
Please be advised of the following Depositary’s Notice of General Meeting of Shareholders:
| Depositary Receipt Information | ||||
| CUSIP: | 53620U102 | (DTC Eligible) | ADS ISIN: | US53620U1025 |
| CUSIP: | 53620U201 | (non-DTC Eligible) | ADS ISIN: | US53620U2015 |
| Country of Incorporation: | Cayman Islands | |||
| Meeting Details: | General Meeting at 10:00 AM local time at 3 Phillip Street, #15-04 Royal Group Building, | |||
| Singapore 048693 | ||||
| ADS Record Date: | November 18, 2022 | |||
| Voting Deadline: | January 06, 2023 at 10:00 AM EST | |||
| Meeting Date: | January 13, 2023 | |||
| Meeting Agenda: | The Company’s Notice of Meeting, including the Agenda, is available at the Company’s website: | |||
| http://ir.liongrouphl.com | ||||
| Ratio (ORD:ADS): | 1 : 1 | |||
Holders of American Depositary Shares (“ADSs”) representing ordinary shares (the “Deposited Securities”) of Lion Group Holding Limited (the “Company”) are hereby notified of the Company’s General Meeting of shareholders. A copy of the Notice of Meeting from the Company, which includes the agenda, is available at http://ir.liongrouphl.com.
Holders of ADSs as of the close of business on the ADS Record Date stated above will be entitled, subject to any applicable law, the provisions of the deposit agreement entered into between the Company, Deutsche Bank Trust Company Americas (the “Depositary”) and the Holders of ADSs (the “Deposit Agreement”), the Company’s memorandum and articles of association and the provisions of or governing the Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by such Holder’s ADSs.
In order for a voting instruction to be valid, Holders must complete, sign and return the enclosed voting instruction form so that it is received by the voting deadline stated above. Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Upon the timely receipt of voting instructions of a Holder on the ADS Record Date in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Company’s memorandum and articles of association and the provisions of or governing the Deposited Securities, to vote or cause the custodian to vote the Deposited Securities (in person or by proxy) represented by ADSs evidenced by such receipt in accordance with such
voting instructions.
Additionally, Holders are advised that in the event that voting on any resolution or matter is conducted on a show of hands basis in accordance with the Company’s memorandum and articles of association, the Depositary will refrain from voting and the voting instructions (or the deemed voting instructions, as set out above) received by the Depositary from Holders shall lapse. The Depositary will have no obligation to demand voting on a poll basis with respect to any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll basis.
Please note that persons beneficially holding ADSs through a bank, broker or other nominee that wish to provide voting instructions with respect to the securities represented by such ADSs must follow the voting instruction requirements of, and adhere to the deadlines set by, such bank, broker or other nominee. Such requirements and deadlines will differ from those set forth herein for registered holders of ADSs.
Holders and persons and/or entities having a beneficial interest in any ADSs (“Beneficial Owners”) are advised that (a) the Depositary has not reviewed the Company’s website or any of the items thereon, and is not liable for the contents thereof, (b) neither the Depositary nor any of its affiliates controls, is responsible for, endorses, adopts, or guarantees the accuracy or completeness of any information contained in any document prepared by the Company or on the Company’s website and neither the Depositary nor any of its affiliates are or shall be liable or responsible for any information contained therein or thereon, (c) there can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive this notice with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner, and (d) the Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast or the effect of any vote.
For further information, please contact:
Depositary Receipts
Phone: (800) 821-8780
db@astfinancial.com
Exhibit 99.4
