Lion Group Holding Ltd 6-K, filed May 28, 2026
Lion Group Holding Ltd (LGHL)
About this 6-K
Lion Group Holding Ltd filed this 6-K on May 28, 2026.
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 May 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, Lobby C
(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 a Memorandum of Understanding.
On May 28, 2026, Lion Group Holding Ltd. (the “Company”) entered into a memorandum of understanding (the “Memorandum of Understanding”) attached as Exhibit 10.1 herein with Meili Capital Management Limited, to establish a strategic cooperation framework to capture investment opportunities on high-growth areas such as digital payment infrastructure, tokenization of real-world assets, Decentralized Physical Infrastructure Networks (DePIN), and the convergence of Web3 and AI technologies.
The Company has issued a press release to announce the Memorandum of Understanding, which is included as Exhibit 10.2 herein.
Exhibits.
The following exhibits are being filed herewith:
| Exhibit | Description | |
| 10.1 | Memorandum of Understanding | |
| 10.2 | Press release, dated May 28, 2026 |
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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: May 28, 2026
| LION GROUP HOLDING LTD. | ||
| By: | /s/ Chunning Wang | |
| Name: | Chunning Wang | |
| Title: | Chief Executive Officer and Director | |
2
Exhibit 10.1
MEMORANDUM OF UNDERSTANDING
Parties:
Meili Capital Management Limited (on behalf of the funds it manages, including Meili Cornerstone SPC) (hereinafter referred to as “Meili Capital”);
and
Lion Group Holding Ltd (NASDAQ: LGHL) (hereinafter referred to as “Lion Group”)
Date: May 28, 2026
Recitals:
A. Meili Capital is an asset management group specializing in digital asset investments, fund structuring, and global capital markets, with professional expertise in identifying and evaluating high-quality investment opportunities.
B. Lion Group is a NASDAQ-listed company committed to strategic expansion into high-growth emerging sectors, including digital assets, tokenization of real-world assets, stablecoin payment infrastructure, and the Web3 ecosystem.
C. The Parties wish to establish a strategic cooperation framework to leverage their respective strengths, jointly capture cutting-edge investment opportunities, and achieve mutual benefit and win-win outcomes.
Accordingly, the Parties have reached the following understanding:
Article 1 – Purpose of Cooperation
The Parties intend to explore strategic cooperation and jointly establish a series of investment vehicles managed by Meili Capital (including but not limited to the “Costarting Equity Fund”), focusing on high-growth areas such as digital payment infrastructure, tokenization of real-world assets, Decentralized Physical Infrastructure Networks (DePIN), and the convergence of Web3 and AI technologies.
Article 2 – Non-Binding Commercial Terms
Except for Article 3 (Investment Decision and Execution Commitment), Article 5 (Confidentiality), Article 6 (Governing Law), and Article 7 (Term and Termination), this Memorandum of Understanding does not create any legally binding obligations. Any final transaction shall be subject to the execution of definitive agreements by both Parties.
Article 3 – Investment Decision and Execution Commitment (Legally Binding)
The Parties agree that, within the framework of this cooperation, with respect to high-quality project opportunities proposed by Meili Capital that align with the investment directions and criteria mutually agreed upon by both Parties (hereinafter referred to as “Qualified Project Opportunities”), Lion Group undertakes as follows:
3.1 Prompt Decision Obligation: Upon receipt of complete project documentation and a commercial term summary from Meili Capital, Lion Group shall provide a written response to Meili Capital within 10 business days regarding whether it intends to participate in the investment (“Investment Intention Confirmation”). Lion Group retains sole discretion to decide whether to participate, and such decision shall not be binding. For the avoidance of doubt, an Investment Intention Confirmation shall not constitute a commitment by Lion Group to invest in any project, and Lion Group shall have no liability for any costs, expenses, or losses incurred by Meili Capital or any third party in reliance on such Investment Intention Confirmation.
3.2 Investment Execution Obligation: If Lion Group expressly confirms its participation in the Investment Intention Confirmation, the Parties shall promptly commence negotiation and execution of definitive investment documentation. Lion Group shall use its commercially reasonable best efforts to complete the funding and payment obligations within 15 business days after execution of the final agreements. This execution obligation is legally binding subject to the exceptions in Article 3.3 below.
3.3 Exceptions: The above commitments shall not apply to: (i) projects that do not meet the investment directions or return criteria previously confirmed in writing by both Parties; (ii) circumstances where Lion Group has not obtained necessary approvals from its board of directors, audit committee (if required), shareholders (if required), or regulatory authorities (including NASDAQ and the U.S. Securities and Exchange Commission); (iii) situations where the investment is prohibited by applicable laws or regulations or where Lion Group determines, in its sole discretion, that the investment would require disclosure that could be materially adverse to Lion Group’s interests; (iv) where, at any time after Lion Group issues an Investment Intention Confirmation and prior to Lion Group’s completion of its funding and payment obligations under the final agreements, there is any material adverse change in the business, operations, assets, financial condition, or regulatory status of any investment target(s) under the Qualified Project Opportunities, or of Lion Group or Meili Capital; or (v) circumstances where the investment would, in Lion Group’s reasonable determination, result in Lion Group being required to consolidate or equity-method account for the investment target in a manner that would have a material adverse effect on Lion Group’s financial statements.
Article 4 – Conditions Precedent
Any binding transaction shall be subject to the following conditions:
| ● | Completion of satisfactory due diligence by both Parties; |
| ● | Approval by the board of directors (if required) and shareholders (if required) of both Parties; |
| ● | Compliance with all requirements under U.S. securities laws and NASDAQ rules; |
| ● | Receipt of necessary approvals from relevant regulatory authorities in the applicable jurisdictions; |
| ● | No material adverse change in the business, operations, assets, financial condition, or regulatory status of any investment target(s) under the Qualified Project Opportunities, or of Lion Group or Meili Capital. |
Article 5 – Confidentiality
The Parties agree to keep confidential the terms of this Memorandum of Understanding and all related discussions, except as required by applicable laws, regulations, or securities exchange rules.
Article 6 – Governing Law
This Memorandum of Understanding shall be governed by and construed in accordance with the laws of the State of New York, United States.
Article 7 – Term and Termination
This Memorandum of Understanding shall be effective for a period of 12 months from the date of signature. Either Party may terminate this MOU by providing 30 days’ prior written notice to the other Party.
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IN WITNESS WHEREOF, the duly authorized representatives of the Parties have executed this Memorandum of Understanding as of the date first above written.
Meili Capital Management Limited
| Signature: | /s/ Wang Hanjing | |
| Name: | Wang Hanjing | |
| Title: | Director | |
| Lion | Group Holding Ltd | |
| Signature: | /s/ Chunning Wang | |
| Name: | Chunning Wang | |
| Title: | CEO and Director |
3
Exhibit 10.2
Lion Group Holding Ltd Announces Strategic Memorandum of Understanding with Meili Capital Management Limited
SINGAPORE, May 28, 2026 /PRNewswire/ -- Lion Group Holding Ltd (NASDAQ: LGHL) (“Lion Group” or the “Company”) today announced that it has entered into a Memorandum of Understanding (“MOU”) with Meili Capital Management Limited (“Meili Capital”), a global asset management group specializing in digital asset investments, fund structuring, and innovative investment strategies.
The MOU establishes a strategic cooperation framework under which the parties intend to jointly explore and establish a series of investment vehicles managed by Meili Capital. The cooperation will focus on high-growth sectors including digital payment infrastructure, tokenization of real-world assets (RWA), Decentralized Physical Infrastructure Networks (DePIN), and the convergence of Web3 and AI technologies.
The Parties will work together to identify and evaluate high-quality investment opportunities in these transformative areas, leveraging Meili Capital’s professional expertise in project sourcing and evaluation, and Lion Group’s capabilities in capital markets and execution.
Lion Group Management believes that the cooperation framework with Meili Capital provides the Company with an efficient mechanism to capture high-growth digital asset and Web3 investment opportunities. Meili Capital’s deep expertise, combined with Lion Group’s commitment to strategic expansion, will help accelerate the Company’s presence in these promising sectors and create long-term value for its shareholders.
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.
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’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’s entry into a memorandum of understanding and its anticipated benefits; Lion’s goals and strategies; Lion’s future business development, financial condition and results of operations; and assumptions underlying or related to any of the foregoing. Lion cautions that the foregoing list of factors is not exclusive. Lion cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Lion 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’s periodic filings with the SEC, including Lion’s Annual Report on Form 20-F for the fiscal year ended December 31, 2025. Lion’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: ir@liongrouphl.com