SecProbe.io

United States securities and exchange commission logo
February 16, 2023
Jian Wang
Chairman of the Board
Lion Group Holding Ltd
3 Phillip Street, #15-04
Royal Group Building
Singapore 048693
Re:Lion Group Holding Ltd
Registration Statement on Form F-3
Filed January 20, 2023
File No. 333-269333
Dear Jian Wang:
            We have limited our review of your registration statement to those issues we have
addressed in our 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.
Registration Statement on Form F-3 filed January 20, 2023
General
1.Please include or incorporate by reference interim financial statements.
2.Please included updated disclosure on the current status of your cryptocurrency mining
activities.
3.Please provide a description of your internal processes for how you determine, or will
determine as you expand your business, whether particular crypto assets (including NFTs)
are securities within the meaning of the U.S. federal securities laws. Please also clarify
that such processes are risk-based assessments made by the company and are not a legal
standard or binding on any regulatory body or court. Further, please include a risk factor

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addressing the uncertainty of such assessments and the consequences of making an
incorrect assessment or a regulatory body or court disagreeing with the company’s
assessment. Finally, please address the potential regulatory risks under the U.S. federal
securities laws if such crypto assets are determined to be securities, such as compliance
with Section 5 of the Securities Act or whether the company could become subject to
regulation as a national securities exchange or as a broker-dealer under the Securities
Exchange Act of 1934.
4.Please disclose any significant crypto asset market developments material to
understanding or assessing your business, financial condition and results of operations, or
share price since your last reporting period, including any material impact from the price
volatility of crypto assets.
5.To the extent material, please discuss how the bankruptcies of certain crypto asset market
participants, and the downstream effects of those bankruptcies have impacted or may
impact your business, financial condition, customers, and counterparties, either directly or
indirectly.  Clarify whether you have material assets that may not be recovered because of
the bankruptcies or may otherwise be lost or misappropriated.
6.If material to an understanding of your business, please discuss any steps you take to
safeguard your customers’ crypto assets and describe any policies and procedures that are
in place to prevent self-dealing and other potential conflicts of interest.  Describe any
policies and procedures you have regarding the commingling of assets, including
customer assets, your assets, and those of affiliates or others.  Identify what material
changes, if any, have been made to your processes in light of the current crypto asset
market disruption.
7.We note that you own or have issued crypto assets and hold crypto assets on behalf of
third parties.  To the extent material, please explain here or in your incorporated
Management’s Discussion and Analysis whether these crypto assets serve as collateral for
any loan, margin, rehypothecation, or other similar activities to which you or your
affiliates are a party.  If so, identify and quantify the crypto assets used in these financing
arrangements and disclose the nature of your relationship for loans with parties other than
third-parties.  State whether there are any encumbrances on the collateral.  Discuss
whether the current crypto asset market disruption has affected the value of the underlying
collateral.
8.To the extent material, please explain whether, to your knowledge, crypto assets you have
issued serve as collateral for any other person’s or entity’s loan, margin, rehypothecation
or similar activity.  If so, discuss whether the current crypto asset market disruption has
impacted the value of the underlying collateral and explain any material financing and
liquidity risk this raises for your business.
Risk Factors, page 12
9.Refer to your KYC procedures risk factor disclosure on pages 12-13. This disclosure

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appears to focus on the activities of clients that could undermine the effectiveness of such
procedures. Please expand the disclosure to address the risks with procedures themselves,
including the limitations of using an IP blacklist.
10.To the extent material, please discuss any reputational harm you may face in light of the
recent disruption in the crypto asset markets.  For example, discuss how market conditions
have affected how your business is perceived by customers, counterparties, and regulators,
and whether there is a material impact on your operations or financial condition.
11.We note that you are not authorized or permitted to offer your products and services to
customers outside of the jurisdictions where you have obtained the required governmental
licenses and authorizations.  Please describe any material risks you face from
unauthorized or impermissible customer access to your products and services outside of
those jurisdictions.  Also describe any steps you take to restrict access of U.S. persons to
your products and services and any related material risks.
12.Please describe any material risks to your business from the possibility of regulatory
developments related to crypto assets and crypto asset markets.  Identify material pending
crypto legislation or regulation and describe any material effects it may have on your
business, financial condition, and results of operations.
13.Please describe any material risks you face related to the assertion of jurisdiction by U.S.
and foreign regulators and other government entities over crypto assets and crypto asset
markets.
14.Please describe any material risks related to safeguarding your, your affiliates’, or your
customers’ crypto assets. Describe any material risks to your business and financial
condition if your policies and procedures surrounding the safeguarding of crypto assets,
conflicts of interest, or comingling of assets are not effective.
15.To the extent material, please describe any gaps your board or management have
identified with respect to risk management processes and policies in light of current crypto
asset market conditions as well as any changes they have made to address those gaps.
16.To the extent material, please describe any of the following risks from disruptions in the
crypto asset markets:
•Risk from depreciation in your stock price.
•Risk of loss of customer demand for your products and services.
•Financing risk, including equity and debt financing.
•Risk of increased losses or impairments in your investments or other assets.
•Risks of legal proceedings and government investigations, pending or known to be
threatened, in the United States or in other jurisdictions against you or your affiliates.
•Risks from price declines or price volatility of crypto assets.

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Jian Wang
Lion Group Holding Ltd
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            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Jessica Livingston at 202-551-3448 or J. Nolan McWilliams, Acting Legal
Branch Chief, at 202-551-3217 with any questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:       Lawrence Venick