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SUBJECT TO COMPLETION, DATED NOVEMBER 18, 2020
PROSPECTUS
LION GROUP HOLDING LTD.
300,000 Shares of 10% Series A Cumulative Redeemable Perpetual Preferred Stock
$25.00 per Share
Liquidation Preference $25.00 per Share
We are offering 300,000 Shares of 10% Series A Cumulative Redeemable Perpetual Preferred Stock, which we refer to in this prospectus as the Lion Series A Preferred Shares, or 345,000 Lion Series A Preferred Shares if the Underwriter exercises its over-allotment option in full. Prior to this offering, there has been no public market for the Lion Series A Preferred Shares.
Dividends on the Lion Series A Preferred Shares offered hereby are cumulative from the first day of the calendar month in which they are issued, and will be payable on the fifteenth day of each calendar month, when, as and if declared by our Board of Directors. Dividends will be payable monthly out of amounts legally available therefor at a rate equal to 10.00% per annum per $25.00 of stated liquidation preference per share, or $2.50 per share per year. Dividends for the first twelve (12) months after the Offering shall be declared by the Board of Directors upon the effectiveness of this Offering, and the cash necessary to make such dividend payments will be withheld from the net proceeds of this Offering and will be deposited in a third-party escrow account at closing for the benefit of the holders of the Lion Series A Preferred Shares.
The Lion Series A Preferred Shares have no stated maturity, will not be subject to any sinking fund or other mandatory redemption, and will not be convertible into or exchangeable for any of our other securities.
Holders of the Lion Series A Preferred Shares generally will have no voting rights.
The Lion Series A Preferred Stock shall not be redeemable by us prior to its second anniversary (the “Optional Redemption Date”) except as described below. On and after such date, we may redeem the Lion Series A Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price equal to $25.00 per share, plus any accumulated and unpaid dividends to, but not including, the redemption date. Prior to the Optional Redemption Date, upon the occurrence of a change of control of the Company, we may, at our option, redeem the Lion Series A Preferred Shares, in whole or in part, within 120 days after the first date on which such change of control occurred for cash at a redemption price of $25.00 per share, plus any accumulated and unpaid dividends to, but not including, the date of redemption. As of the date of this prospectus, our ADSs and Warrants are listed on the NASDAQ under the symbols “LGHL” and “LGHLW”, respectively. On November 12, 2020, the closing sale prices of our ADSs and Warrants were $2.28 and $0.0999, respectively (“ADSs” refers to our American depositary shares, each of which represents one Class A Ordinary Share.). We have applied to list the Lion Series A Preferred Shares on Nasdaq under the symbol “LGHLP.” There is currently no established trading market for the Lion Series A Preferred Shares.
Investing in our securities is highly speculative and involves a high degree of risk. See “Risk Factors” section beginning on page 18 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities and in the documents incorporated by reference into this prospectus.