Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

 

 

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 October 2023

 

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

[phone]

 

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 ☐

 

 

 

 

 

 

Other Information

 

Submission of Matters to a Vote of Security Holders.

 

On October 6, 2023, Lion Group Holding Ltd. (the “Company”) held the Company’s 2023 Annual Meeting of Shareholders (the “Annual Meeting”). Six items of business were acted upon by the Company’s shareholders at the Annual Meeting, each of which was approved by the shareholders. The voting results were as follows:

 

1. To ratify, confirm, approve and adopt the appointment of HTL International, LLC as auditor of the Company for the fiscal year ending December 31, 2023, and to authorize the board of directors of the Company to fix the remuneration of the auditor.

 

Share Class		For		Against		Abstain
A1		176,072,981		481,900		42,250
B2		9,843,096		-		-

 

1.	Each Class A Ordinary Share is entitled to one vote per Share.

 

2.	Each Class B Ordinary Share is entitled to one hundred votes per Share.

 

2. To elect the following persons as Class I Directors of the Company, pursuant to the Company’s Articles of Association.

 

Nominee		Share Class		For				Against				Abstain
Yan Zhang		A1			175,731,881				708,000				157,250
		B2			9,843,096				-				-
Hua Luo		A1			175,703,481				733,250				160,400
		B2			9,843,096				-				-
Zhixiang Zhang		A1			175,697,781				742,050				157,300
		B2			9,843,096				-				-
Chi Fai Choi		A1			175,709,981				701,550				185,600
		B2			9,843,096				-				-

 

1.	Each Class A Ordinary Share is entitled to one vote per Share.

 

2.	Each Class B Ordinary Share is entitled to one hundred votes per Share.

 

3. To approve the increase of the Company’s authorized share capital from US$50,000 divided into 500,000,000 shares of a par value of US$0.0001 each, comprising of 300,000,000 Class A ordinary shares, 150,000,000 Class B ordinary shares, and 50,000,000 preferred shares of a par value of US$0.0001 each, by the creation of an additional 39,700,000,000 Class A ordinary shares, 7,350,000,000 Class B ordinary shares, and 2,450,000,000 preferred shares of a par value of US$0.0001 each, such that the authorized share capital shall be US$5,000,000 divided into 50,000,000,000 shares of a par value of US$0.0001 each, comprising of 40,000,000,000 Class A ordinary shares, 7,500,000,000 Class B ordinary shares, and 2,500,000,000 preferred shares of a par value of US$0.0001 each.

 

Share Class		For		Against		Abstain
A1		175,126,931		1,405,400		64,800
B2		9,843,096		-		-

 

1.	Each Class A Ordinary Share is entitled to one vote per Share.

 

2.	Each Class B Ordinary Share is entitled to one hundred votes per Share.

 

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4. To approve by a special resolution that Section 6 of the third amended and restated memorandum of association of the Company be replaced with the following:

 

“6. The capital of the Company is US$5,000,000 divided into 50,000,000,000 shares with a nominal or par value of US$0.0001 each, comprising (a) 40,000,000,000 Class A Ordinary Shares of a par value of US$0.0001 each; (b) 7,500,000,000 Class B Ordinary Shares of a par value of US$0.0001 each; and (c) 2,500,000,000 preferred Shares of a par value of US$0.0001 each. Subject to the Companies Act and the Articles of Association the Company shall have power to redeem or purchase any of its shares and to sub-divide or consolidate the said shares or any of them and to issue all or any part of its capital whether original, redeemed, increased or reduced with or without any preference, priority, special privilege or other rights or subject to any postponement of rights or to any conditions or restrictions whatsoever and so that unless the conditions of issue shall otherwise expressly provide every issue of shares whether stated to be ordinary, preference or otherwise shall be subject to the powers on the part of the Company hereinbefore provided. Shares and other securities of the Company may be issued by the Directors with such preferred, deferred or other special rights, restrictions or privileges whether in regard to voting, distributions, a return of capital, or otherwise and in such classes and series, if any, as the Directors may determine.”

 

Share Class		For		Against		Abstain
A1		175,121,481		1,405,800		69,850
B2		9,843,096		-		-

 

1.	Each Class A Ordinary Share is entitled to one vote per Share.

 

2.	Each Class B Ordinary Share is entitled to one hundred votes per Share.

 

5. To approve and adopt the Company’s 2023 equity incentive plan.

 

Share Class		For		Against		Abstain
A1		175,351,381		1,202,850		42,900
B2		9,843,096		-		-

 

1.	Each Class A Ordinary Share is entitled to one vote per Share.

 

2.	Each Class B Ordinary Share is entitled to one hundred votes per Share.

 

6. To approve that the chairman of the annual general meeting be directed to adjourn the annual general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the meeting, there are not sufficient votes to approve the proposals 1 -5.

 

Share Class		For		Against		Abstain
A1		175,364,531		1,093,900		138,700
B2		9,843,096		-		-

 

1.	Each Class A Ordinary Share is entitled to one vote per Share.

 

2.	Each Class B Ordinary Share is entitled to one hundred votes per Share.

 

As stated above, the shareholders have approved by a special resolution the amendments to Section 6 of the third amended and restated memorandum of association of the Company with respect to an increase of authorized shares. The Fourth Amended and Restated Memorandum of Association was filed by the Company with the Cayman Islands Companies Registry to reflect the increase of authorized shares.

 

A copy of the Fourth Amended and Restated Memorandum of Association is attached to this report on Form 6-K as Exhibit 99.1.

 

Exhibit No.		Description
99.1		Fourth Amended and Restated Memorandum of Association

 

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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: October 6, 2023	LION GROUP HOLDING LTD.
	By:	/s/ Chunning Wang
	Name:	Chunning Wang
	Title:	Chief Executive Officer and Director

 

 

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Exhibit 99.1

 

THE COMPANIES ACT (AS AMENDED)

 

COMPANY LIMITED BY SHARES

 

Fourth AMENDED AND RESTATED

 

MEMORANDUM of ASSOCIATION

 

OF

 

LION GROUP HOLDING LTD.

 

獅子集團控股有限公司

 

(adopted by a Special Resolution passed on October 6, 2023)

 

1.	The name of the company is Lion Group Holding Ltd. 獅子集團控股有限公司 (the “Company”).

 

2.	The registered office of the Company is situated at the office of Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands, or at such other location within the Cayman Islands as the Directors may from time to time determine.

 

3.	The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by any law as provided by Section 7(4) of the Companies Act (as amended) of the Cayman Islands (the “Companies Act”).

 

4.	The Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit as provided by Section 27(2) of the Companies Act.

 

5.	The liability of the shareholders of the Company is limited to the amount, if any, unpaid on the shares respectively held by them.

 

6.

The capital of the Company is US$5,000,000 divided into 50,000,000,000 shares with a nominal or par value of US$0.0001 each, comprising (a) 40,000,000,000 Class A Ordinary Shares of a par value of US$0.0001 each; (b) 7,500,000,000 Class B Ordinary Shares of a par value of US$0.0001 each; and (c) 2,500,000,000 preferred Shares of a par value of US$0.0001 each. Subject to the Companies Act and the Articles of Association the Company shall have power to redeem or purchase any of its shares and to sub-divide or consolidate the said shares or any of them and to issue all or any part of its capital whether original, redeemed, increased or reduced with or without any preference, priority, special privilege or other rights or subject to any postponement of rights or to any conditions or restrictions whatsoever and so that unless the conditions of issue shall otherwise expressly provide every issue of shares whether stated to be ordinary, preference or otherwise shall be subject to the powers on the part of the Company hereinbefore provided. Shares and other securities of the Company may be issued by the Directors with such preferred, deferred or other special rights, restrictions or privileges whether in regard to voting, distributions, a return of capital, or otherwise and in such classes and series, if any, as the Directors may determine..

 

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