狮子集团控股美股招股说明书(2025-06-11版)

LION GROUP HOLDING LTD. Dated June 11, 2025To the Prospectus dated May 12, 2023 This Prospectus Supplement No. 5 (this “Supplement”) relates to the prospectus of Lion Group Holding Limited, dated May 12, 2023 (the“Prospectus”), relating to (i) the resale by certain selling securityholder named in the Prospectus (the “Selling Securityholder”), of up to 1,750,000,9,810,000, 10,000,000, and 1,428,572 of our ADSs issuable upon the exercise of the Series D/E/F/G Warrants. This Supplement should be read in conjunction with the Prospectus and is qualified by reference to the Prospectus, except to the extent that theinformation in this Supplement supersedes the information contained in the Prospectus, and may not be delivered without the Prospectus. This Supplement is being filed to update and supplement the information in the Prospectus with the information contained in (i) our Reports on Form 6-K, filed with the Securities and Exchange Commission (the “SEC”) on January 14, 2025, January 28, 2025, January 31, 2025, February 18, 2025,March 4, 2025, March 10, 2025, April 14, 2025, and May 29, 2025 (the “Form 6-K Reports”) and (ii) our Annual Report on Form 20-F for the fiscalyear ended December 31, 2024, filed with the SEC on April 30, 2025 (the “Annual Report”). Accordingly, we have attached the Form 6-K Reports andthe Annual Report to this prospectus supplement. Our ADSs are listed on Nasdaq Capital Market under the symbol “LGHL.” On June 10, 2025, the last reported sales price of our ADS was $2.81 pershare. Investing in our ADSs involves a high degree of risk. See “Risk Factors” beginning on page 7 of the Prospectus to read about factors youshould consider before you make an investment decision. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined if this Supplement is truthful or complete. Any representation to the contrary is a criminal offense. The date of this Prospectus Supplement No. 5 is June 11, 2025 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUERPURSUANT TO RULE 13a-16 OR 15d-16UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2025 Commission File Number: 001-39301 LION GROUP HOLDING LTD. NotApplicable(Translation of registrant’s name into English) Cayman Islands(Jurisdiction of incorporation or organization) 3 Phillip Street, #15-04 Royal Group BuildingSingapore 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☐ Information Contained in this Form 6-K Report Amendment to the Debenture and Warrant When used in this Form 6-K (the “Report”), unless otherwise indicated, the term“Company,” “we,” and “our” refer to Lion Group Holding Ltd. On January 9, 2025, the Company entered into an amendment to the Convertible Debenture Due August 9, 2027 (the “Debenture”) with ATWOpportunities Master Fund II, L.P.Pursuant to the amendment, the parties agreed to amend the conversion price per American Depositary Share of theDebenture to the lower of (x) $0.28 and (y) 90% of the lowest daily VWAP for the ten (10) trading days immediately prior to the conversion date. Thisamendment agreement shall be retroactively effectiveto August 9, 2024. On the same date, the Company entered into an amendment to the Series E American Depositary Shares Purchase Warrant (the “Warrant”) with ATWOpportunities Master Fund, L.P. Pursuant to the amendment, the parties agreed to amend the exercise price of the Warrant to the lower of (x) $1.13 and(y) 90% of the lowest daily VWAP (as defined in the Warrant) for the ten (10) trading days immediately prior to the exercise date (the “Market ExercisePrice”), provided that the aggregate exercise price under the Market Exercise Price shall not exceed $10,000,000. The Fifth Amended and Restated Memorandum of Association and the Fourth Amended and Restated Articles of Association of the Company As previously approved by the shareholders of the Company at the annual general meeting held on December 23, 2024, the Company filed the fifthamended and restated memorandum of association and the fourth amended and restated articles of association of the Company with the Cayman IslandsCompanies Registry on January 3, 2025. A copy of the fifth amended and restated memorandum of association and the fourth amended and restatedarticles of association of the Company is filed as Exhibit 99.1 to this Form 6-K. Exhibit No.Description 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 theundersigned, thereunto duly authorized. Date: January 14, 2025 LION GROUP HOLDING LTD. By:/s/ Chunning WangName:Chunning WangTitle:Chief Executi