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Correspondence 0001213900-23-029876 from Lion Group Holding Ltd (LGHL, LGHLW) (CIK 0001806524) (LGHL)

Lion Group Holding Ltd (LGHL, LGHLW) (CIK 0001806524)
Date: April 14, 2023 · CIK: 0001806524 · Accession: 0001213900-23-029876

AI Filing Summary & Sentiment

File numbers found in text: 333-269333

Referenced dates: April 12, 2023

Date
April 14, 2023
Author
/s/ Lawrence S. Venick
Form
CORRESP
Company
Lion Group Holding Ltd (LGHL, LGHLW) (CIK 0001806524)

Letter

VIA EDGAR TRANSMISSION Securities and Exchange Commission Division of Corporation Finance Office of Finance Amendment No. 2 to Registration Statement on Form F-3 Filed March 28, 2023 File No. 333-269333

Dear Ms. Livingston:

As counsel for Lion Group Holding Ltd. (the “Company”) and on its behalf, this letter is being submitted in response to the letter dated April 12, 2023 from the Securities and Exchange Commission (the “Commission”) in which the staff of the Commission (the “Staff”) commented on the above-referenced Amendment No. 2 to Registration Statement on Form F-3 (the “Form F-3”). For the Staff’s convenience, the Staff’s comment has been stated below in its entirety, with the Company’s response set out immediately underneath such comment. Please note that all references to page numbers in the responses are references to the page numbers in revised Form F-3 (the “Revised F-3”), filed concurrently with the submission of this letter in response to the Staff’s comments.

Amendment No. 2 to Registration Statement on Form F-3 filed March 28, 2023

Cover Page

1. Please set forth on the cover page of the prospectus the calculation of the aggregate market value of your outstanding voting and non-voting common equity and the amount of all securities offered pursuant to General Instruction I.B.5 during the prior 12 calendar months. Refer to Instruction 7 and General Instruction I.B.5 of Form F-3.

Response: The Company has amended the disclosure on the cover page in response to the Staff’s comments.

Should you have any questions relating to the foregoing or wish to discuss any aspect of the Company’s filing, please contact me at +852.5600.0188.

Very truly yours,
/s/ Lawrence S. Venick

Show Raw Text
CORRESP
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filename1.htm

    Loeb & Loeb LLP

    2206-19 Jardine House

    1 Connaught Place, Central

    Hong Kong

    Tel       +852 3923 1111

    Fax      +852 3923 1100

    Email  HongKong@loeb.com

    樂博律師事務所有限法律責任合夥

    香港中環康樂廣場1號

    怡和大廈2206-19室

    電話      +852 3923 1111

    傳真      +852 3923 1100

    電郵      HongKong@loeb.com

April 14, 2023

VIA EDGAR TRANSMISSION

Ms. Jessica Livingston

Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

Washington, D.C. 20549

    Re:

    Lion Group Holding Ltd.

    Amendment No. 2 to

    Registration Statement on Form F-3

    Filed March 28, 2023

    File No. 333-269333

Dear Ms. Livingston:

As counsel for Lion Group Holding Ltd. (the “Company”)
and on its behalf, this letter is being submitted in response to the letter dated April 12, 2023 from the Securities and Exchange Commission
(the “Commission”) in which the staff of the Commission (the “Staff”) commented on the above-referenced
Amendment No. 2 to Registration Statement on Form F-3 (the “Form F-3”). For the Staff’s convenience, the Staff’s
comment has been stated below in its entirety, with the Company’s response set out immediately underneath such comment. Please note
that all references to page numbers in the responses are references to the page numbers in revised Form F-3 (the “Revised F-3”),
filed concurrently with the submission of this letter in response to the Staff’s comments.

Amendment No. 2 to Registration Statement
on Form F-3 filed March 28, 2023

Cover Page

    1.
    Please set forth on the cover page of the prospectus the calculation of the aggregate market value of your outstanding voting and non-voting common equity and the amount of all securities offered pursuant to General Instruction I.B.5 during the prior 12 calendar months. Refer to Instruction 7 and General Instruction I.B.5 of Form F-3.

Response: The Company has amended
the disclosure on the cover page in response to the Staff’s comments.

Should you have any questions
relating to the foregoing or wish to discuss any aspect of the Company’s filing, please contact me at +852.5600.0188.

Very truly yours,

    /s/ Lawrence S. Venick

    Lawrence Venick

    Partner