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May 6, 2020
Stephen Sze
Chief Executive Officer
Lion Group Holding Ltd
Proficient Alpha Acquisition Corp.
40 Wall St., 29th Floor
New York, New York 10005
Re:Lion Group Holding Ltd
Amendment No. 1 to Registration Statement on Form F-4
Filed April 24, 2020
File No. 333-237336
Dear Mr. Sze:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our April 16, 2020  letter.
Amendment No. 1 to Form F-4 filed April 24, 2020
The Business Combination Proposal
Description of Valuation Report of Grant Thornton , page 79
1. Please file the valuation report pursuant to Item 21(c) of Form F-4 and file a related
consent.
CFD Trading Services, page 121
2.We note your disclosure that you charge commissions, which are based on the transaction
amount, from all CFD transactions other than forex transactions and that currency pairs
are the predominant category of products traded on your platform.  We also note from

 FirstName LastNameStephen Sze
 Comapany NameLion Group Holding Ltd
 May 6, 2020 Page 2
 FirstName LastName
Stephen Sze
Lion Group Holding Ltd
May 6, 2020
Page 2
your disclosure on page 140 that commissions were the primary source of CFD trading
revenue.  Please revise to disclose what your commissions are based on for forex
transactions.  Also, please revise to disclose your commission rate and any other
information to allow an investor to understand how you determine your commission for
each CFD transaction.
Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
138
3.As disclosed on page F-34, your reporting currency is the US dollar.  We also note that in
certain disclosures you present financial statement information in HK dollars (e.g. page
146, 147).  Please revise to present all financial statement related amounts in US dollars or
present the translated US dollar amount parenthetically (e.g. page 116).
Revenue
CFD trading services income, page 140
4.Please revise to disclose the amount of commissions earned by product type (e.g. forex,
equities, commodities, etc.) for each period presented.
Lion Financial Group Limited
Consolidated Statements of Cash Flows, page F-31
5.We note you present gross cash flows from the initial advances to unrelated parties in the
investing section and the related short term borrowings in the financing section.  Please
tell us why you present the settlement of these items as noncash in the noncash investing
and financing section or revise as appropriate.
            You may contact Michael Volley at 202-551-3437 or Amit Pande at 202-551-3423 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Jessica Livingston at 202-551-3448 or Michael Clampitt at 202-551-3434with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance