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    26th
        Floor, Gloucester Tower

The
Landmark

15
Queen’s Road Central

Hong
Kong

    Telephone:
        +852 3761 3300

Facsimile:
+852 3761 3301

    David
        Zhang

To
Call Writer Directly

+852
3761 3318

    www.kirkland.com
    david.zhang@kirkland.com

VIA
EDGAR

May
18, 2020

U.S.
Securities & Exchange Commission

Division
of Corporation Finance

Office
of Finance

100
F Street, NE

Washington,
D.C. 20549

Attn:
Jessica Livingston

    Re:

    Lion
        Group Holding Ltd.

        Registration
        Statement on Form F-4

        Filed
        April 24, 2020

        File
        No. 333-237336

Dear
Ms. Livingston:

On
behalf of Lion Group Holding Ltd. (the “Company”), we hereby transmit the Company’s response to the comment
letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”),
dated May 6, 2020, regarding the Company’s Amendment No. 1 to Registration Statement on Form F-4 (the “Registration
Statement”) filed on April 24, 2020.

For
the Staff’s convenience, we have repeated below the Staff’s comments in bold, and have followed each comment with
the Company’s response. Disclosure changes made in response to the Staff’s comments have been made in Amendment No.
2 to the Registration Statement on Form F-4 (the “2nd Amended Registration Statement”), which is being filed
with the Commission contemporaneously with the submission of this 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.

Pursuant
to a telephone discussion with the Staff, the Company has revised its disclosure in the 2nd Amended Registration
Statement.

CFD
Trading Services, page 121

U.S.
Securities & Exchange Commission

May
18, 2020

Page
2

 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 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.

    The
                              Company wishes to clarify that currency pairs are not a predominant category of CFD products and
                              it typically does not charge any commission on forex transactions. In response to the Staff’s
                              comment, the Company has revised its disclosure on pages 122 and 123 as requested.

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).

    In
                              response to the Staff’s comment, the Company has revised its disclosure on pages 3, 124, 143,
147 and 148 as requested.

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.

    In
                              response to the Staff’s comment, the Company has revised its disclosure on pages 123 and 141 as requested.

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.

    The
                              Company advises the Staff that Lion Wealth Limited (“LWL”), a subsidiary within Lion
                              Financial Group Limited (the “Group”), obtained approximately $20.4 million in short-term
                              borrowings from China Tonghai Financial Limited (“China Tonghai”) with an interest rate
                              of 13% in August and September of 2019. Approximately $19.1 million of the proceeds received were
                              then advanced to four entities unrelated to the Group (collectively, the “Borrowers”)
                              under four separate loan agreements at an interest rate of 15% to earn interest income.

U.S.
Securities & Exchange Commission

May
18, 2020

Page
3

On
December 5, 2019, LWL entered into a Deed of Novation with China Tonghai and a new debtor, Xiao Bin Trading Company Limited (“Xiao
Bin”), whereby LWL transferred all of its rights and obligations pertaining to $19.1 million of the borrowings under its
original borrowing agreement with China Tonghai to Xiao Bin. The remaining $1.3 million under the original borrowing agreement
which was not novated was included in the line "Short-term Borrowings" in the consolidated balance sheet as of December
31, 2019.

Simultaneous
to this novation agreement, LWL entered into four separate Deeds of Novation with Xiao Bin, as the new creditor, and the four
Borrowers to transfer all of LWL’s rights and obligations under the four original loan agreements totaling $19.1 million
to Xiao Bin.

The
Group’s consolidated statements of cash flows present a noncash investing and financing activity in the amount of $19.1
million and labeled “Settlement of short-term loans receivables and borrowings” to reflect the offsetting of legal
rights resulting from the Deed of Novation with China Tonghai and the four Deeds of Novation with the Borrowers. Since only the
rights and obligations were transferred and no cash transactions were made, the settlement was properly presented as noncash in
the noncash investing and financing section. In the future, the Company will enhance the footnote disclosure to describe the noncash
nature of such settlement.

As requested by the Staff over the
phone, the Company has updated its disclosure on page 148.

We
thank the Staff for its review of the foregoing and the Registration Statement. If you have further comments, please feel free
to contact me at david.zhang@kirkland.com or by telephone at +852-3761-3318, or Ben James at
ben.james@kirkland.com, or by telephone at +852-3761-3412.

U.S.
Securities & Exchange Commission

May
18, 2020

Page
4

    Sincerely,

    /s/
    David T. Zhang

        cc:

        Jian
        Wang, Chairman of the Board

    Benjamin
    S. Reichel, Esq. Partner, Ellenoff Grossman & Schole LLP