狮子集团控股美股招股说明书(2025-12-11版)

PROSPECTUS LION GROUP HOLDING LTD.Dated December 11, 2025To the Prospectus Dated December 10, 2025 This prospectus supplement amends the information in the “Selling Securityholders” section of our prospectus datedDecember 8, 2025 relating to the resale of 14,580,732,500 Class A Ordinary Shares in the form of 5,832,293 American DepositaryShares issuable upon the exercise of the Debentures (the “Prospectus”). Capitalized terms used in this prospectus supplement and not The purpose of this prospectus supplement is to modify the “Selling Securityholders” section of the Prospectus to reflect thechange in the ratio of the American Depositary Shares (“ADSs”) evidencing Class A ordinary shares, par value US$0.0001 per share(“Class A Ordinary Shares”), from one ADS representing two thousand five hundred (2,500) Class A Ordinary Share to one ADSrepresenting thirty-two thousands and five hundreds (32,500) Class A Ordinary Shares (the “Ratio Change”), effective on November This prospectus supplement should be read in conjunction with the Prospectus, and this prospectus supplement is qualified inits entirety by reference to the Prospectus, except to the extent that the information herein modifies or supersedes the information This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read inconjunction with the Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, exceptto the extent that the information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Our ADSs are listed on the Nasdaq Capital Market under the symbol “LGHL”. On December 10, 2025, the closing price forour ADSs on the Nasdaq Capital Market was $4.49 per ADS. INVESTINGIN OUR ADSS INVOLVES RISKS.YOU SHOULD CAREFULLY CONSIDER THE“RISKFACTORS” INCLUDED IN OUR ANNUAL REPORT ON FORM 20-F FOR THE YEAR ENDED DECEMBER 31, 2024 ASWELL AS “RISK FACTORS” BEGINNING ON PAGE 16 OF THE PROSPECTUS. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a EXPLANATORY NOTE The references to Purchaser in the “Selling Securityholders” table in the section entitled “Selling Securityholders” are herebyamended and restated to reflect the Ratio Change effective on November 26, 2025. This prospectus supplement should be read in conjunction with the Prospectus. SELLING SECURITYHOLDER This prospectus relates to the offer and resale of up to 14,580,732,500 Class A ordinary shares in the form of 448,637 ADSs, each ADSrepresenting thirty-two thousand and five hundred (32,500) of our Class A ordinary shares, which we refer to as the “Resale ADSs.” Selling Securityholder Table The Class A ordinary shares in the form of ADSs being offered by the Selling Securityholders are those issuable upon conversion ofthe Notes, which shall be deposited with the Depositary and issued as ADSs to the Selling Securityholder upon conversion of theNotes. For additional information regarding the issuance of the Notes, see “Certain Transactions and Relationships Between theCompany and the Selling Securityholder” below. We are registering the resale by the Selling Securityholders of Class A ordinary The table below lists the Selling Securityholders and other information regarding the beneficial ownership (as determined underSection 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder) of the Class A ordinaryshares (including Class A ordinary shares in the form of ADSs, as applicable) held by each of the Selling Securityholder. The secondcolumn lists the number of Class A ordinary shares (including Class A ordinary shares in the form of ADSs, as applicable) beneficially The third column lists the Class A ordinary shares in the form of ADSs, being offered by this prospectus by the Selling Securityholderand does not take in account any limitations on conversion of the debentures set forth therein. In accordance with the terms of a registration rights agreement with the holders of the Notes, this prospectus generally covers theresale of 100% of the maximum number of Class A ordinary shares issued or issuable pursuant to the Notes, including payment ofinterest on the debentures through the thirty-six (36) month anniversary of the issuance date of such Notes, determined as if theoutstanding debentures (including interest on the debentures through the thirty-six (36) month anniversary of the issuance date of suchdebentures) were converted in full (without regard to any limitations on conversion or exercise contained therein solely for the purposeof such calculation) at the $2.4348 fixed conversion price of the debentures calculated as of July 31, 2025. Because the conversion Under the terms of the debentures, the selling securi