SecProbe.io

CORRESP
 1
 filename1.htm

 November 12, 2025

 Via Edgar Transmission

 Mr. David Gessert / Ms. Sandra Hunter Berkheimer

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Crypto Assets

 Washington, D.C. 20549

 Re:
 Lion Group Holding Ltd. (the " Company ") Registration Statement on Form F-3 Filed August 22, 2025

 File
No. 333-289794

 Dear Mr. Gessert/Ms. Berkheimer,

 As counsel for the Company and
on its behalf, this letter is being submitted in response to the letter dated September 9, 2025 from the Securities and Exchange Commission
(the " Commission ") in which the staff of the Commission (the " Staff ") commented on the above-referenced
Registration Statement on Form F-3 (the " F-3 ").

 For the Staff's convenience,
each of the Staff's comments have 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 the revised F-3
(the " Revised F-3 "), filed concurrently with the submission of this letter in response to the Staff's comments.

 Registration Statement on Form F-3

 General

 1. We note that you appear to be relying on General Instruction I.B.5
 for Form F-3 eligibility. Please revise to include the information required by Instruction
 7 to General Instruction I.B.5 of Form F-3. Refer to Securities Act Sections Compliance and
 Disclosure Interpretation 139.21 for guidance.

 Response: In response to the Staff's comment,
the Company respectfully submits that it does not register any put securities under an equity line and registers the Class A ordinary
shares in the form of American Depositary Shares to be issued upon conversion of a debenture dated June 23, 2025. The Company has reduced
the amount of securities being registered under the Revised F-3 to one-third of its public float. The Company has amended disclosures
on the cover page and on pages 15, 65, and 67 of the Revised F-3, and the amount of securities being registered has been reduced accordingly.

 Prospectus Summary

 Recent Development on our Cryptocurrency Strategy, page S-7

 2. Please expand your disclosure to describe your plan of operations for
 the next twelve months by describing the source of capital for your acquisition of Hyperliquid
 (HYPE), Solana (SOL) and Sui (SUI), including when you intend to purchase the tokens with
 the proceeds from the Purchase Agreement.

 Response: In response to the Staff's comment,
the Company revised the relevant disclosures on pages 9, 10, and 54 of the Revised F-3 to provide details of the Company's source
of capital for its acquisition of HYPE, SOL, and SUI, the Company plan of operations for the next twelve months in relation to token
purchases with the proceeds from the Purchase Agreement, as well as the related risk factor in connection with the Company's token
acquisition plan.

 3. Please revise to provide a materially complete description of your
 staking policy and your staking program, including disclosure regarding the percentage of
 HYPE, SOL and SUI, respectively, you stake or intend to stake. Please revise to describe
 whether you intend to generate income with your token holdings, and, if so, please describe
 your policies and procedures related to doing so.

 Response: In response to the Staff's comment,
the Company revised the relevant disclosures on pages 11 and 54 of the Revised F-3 to provide details of the Company's staking
policy and program and its related risk factor.

 The Company intends to generate income with our token holdings,
and have revised relevant disclosures on page 12 of the Revised F-3 to provide details of the Company's intent, policies and procedures
regarding generating income with its token holdings.

 4. Please expand your disclosure to describe the policies and procedures
 you have in place or intend to adopt that govern when you exchange cash for HYPE, SOL and
 SUI, respectively, and when you monetize your HYPE, SOL and SUI, respectively. Disclose whether
 you have policies or will establish policies governing the percentage of your treasury holdings
 that will be HYPE, SOL and SUI, respectively. Also disclose the percentage of your treasury
 that is currently invested in HYPE, SOL and SUI, both cumulatively and on a per token basis.
 In addition, please disclose whether you intend to hedge your exposure to HYPE, SOL and SUI,
 and, if so, please describe your hedging strategy.

 Response: In response to the Staff's comment,
the Company revised the relevant disclosures on pages 12, 13, and 14 of the Revised F-3 to provide details of the Company's treasury management
policies, that includes policies and procedures for: (i) exchanging cash for HYPE, SOL, and SUI, (ii) monetizing HYPE, SOL, and SUI,
and (iii) governing percentages of treasury holdings in HYPE, SOL, and SUI (including percentage of the Company's treasury that
is currently invested in HYPE, SOL, and SUI on a cumulative and per token basis).

 The Company intends to hedge its exposure to HYPE, SOL,
and SUI, and revised the relevant disclosures on pages 14 and 54 of the Revised F-3 to provide details of its hedging strategy and
the related risk factor.

 5. Please expand to describe the material terms of your agreement with
 BitGo Trust Company, Inc., including but not limited to the term and termination provisions,
 and file the agreement as an exhibit to your registration statement. If BitGo will provide
 custodial services for your HYPE, SOL and SUI holdings, please disclose whether your assets
 are held in segregated accounts, the identity of entities that have access to the custodied
 assets, whether any entity is responsible for verifying the existence of the HYPE, SOL and
 SUI custodied, and the insurance coverage of your token holdings. Additionally, disclose
 where your third-party custodian is chartered and how it is regulated .

 Response: In response to the Staff's
comment, the Company revised the relevant disclosures on pages 8 and 9 of the Revised F-3 to provide details of the material terms
of its agreement with BitGo (and other parties), and the charter and regulation of BitGo. The agreement with Bitgo (and other
parties) has been filed as Exhibit 10.15 to the Revised F-3.

 6. Please revise to include a materially complete description of HYPE,
 SOL and SUI and the Hyperliquid, Solana and Sui blockchains. For example purposes only, for
 each crypto asset, provide a description of its lifecycle, its use case, including its respective
 purpose, use and/or functions, its market cap, its circulating supply, its maximum supply,
 if any, its average trading volume, its launch date and the launch date of the respective
 blockchain, and the governance of its respective blockchain.

 Response: In response to the
Staff's comment, the Company revised the relevant disclosures on page 8 of the Revised F-3 to provide a materially complete description
of HYPE, SOL, and SUI, along with details on the Hyperliquid, Solana, and Sui blockchains.

 2

 Risk Factors

 Risks Related to Our Cryptocurrency Strategy and Holdings,
page S-46

 7. Please revise your risk factor disclosure so that it is tailored to
 risks specific to HYPE, SOL and SUI, and their respective blockchains. In this regard, we
 note references throughout to risks related to bitcoin.

 Response: In response to
the Staff's comment, the Company revised the relevant disclosures under the heading "Risks Related to Our Cryptocurrency
Strategy and Holdings" starting on page 53 of the Revised F-3 to provided tailored risk factors specific to HYPE, SOL, and SUI
and their respective blockchains, and removing references to risks related to bitcoin where relevant.

 HYPE, SOL, and SUI are highly volatile assets, and
fluctuations in the price of HYPE, SOL, and SUI have in the past..., page S-48

 8. Please expand this risk factor to provide quantitative information
 that demonstrates the volatility of HYPE, SOL and SUI.

 Response: In response to the Staff's comment,
the Company revised the relevant disclosures on page 57 of the Revised F-3 to provide quantitative information demonstrating the volatility
of HYPE, SOL and SUI.

 Part II – Information Not Required in Prospectus
Item 9. Exhibits, page II-2

 9. Please file an opinion of counsel as to the legality of the securities
 being registered. Refer to Item 601(b)(5) of Regulation S-K.

 Response: In response to the Staff's
comment, the Company has filed Exhibit 5.1.

 * * *

 3

 Please contact the undersigned
at +1 310-728-5129 if you have any questions with respect to the responses contained in this letter.

 Sincerely,

 /s/
 Lawrence S. Venick, Esq.

 Lawrence
 S. Venick

 Direct Dial: +1 310-728-5129

 Email: lvenick@loeb.com

 4

September 9, 2025
Chunning Wang
Chief Executive Officer
Lion Group Holding Ltd.
10 Ubi Crescent, #06-51 (Office 12), Ubi Techpark
Singapore 408574, Lobby C
Re:Lion Group Holding Ltd.
Registration Statement on Form F-3
Filed August 22, 2025
File No. 333-289794
Dear Chunning Wang:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form F-3
General
1.We note that you appear to be relying on General Instruction I.B.5 for Form F-3
eligibility. Please revise to include the information required by Instruction 7 to
General Instruction I.B.5 of Form F-3. Refer to Securities Act Sections Compliance
and Disclosure Interpretation 139.21 for guidance.
Prospectus Summary
Recent Development on our Cryptocurrency Strategy, page S-7
2.Please expand your disclosure to describe your plan of operations for the next twelve
months by describing the source of capital for your acquisition of Hyperliquid
(HYPE), Solana (SOL) and Sui (SUI), including when you intend to purchase the
tokens with the proceeds from the Purchase Agreement.

September 9, 2025
Page 2
3.Please revise to provide a materially complete description of your staking policy and
your staking program, including disclosure regarding the percentage of HYPE,
SOL and SUI, respectively, you stake or intend to stake. Please revise to describe
whether you intend to generate income with your token holdings, and, if so, please
describe your policies and procedures related to doing so.
4.Please expand your disclosure to describe the policies and procedures you have in
place or intend to adopt that govern when you exchange cash for HYPE, SOL and
SUI, respectively, and when you monetize your HYPE, SOL and SUI, respectively.
Disclose whether you have policies or will establish policies governing the percentage
of your treasury holdings that will be HYPE, SOL and SUI, respectively. Also
disclose the percentage of your treasury that is currently invested in HYPE, SOL and
SUI, both cumulatively and on a per token basis. In addition, please disclose whether
you intend to hedge your exposure to HYPE, SOL and SUI, and, if so, please describe
your hedging strategy.
5.Please expand to describe the material terms of your agreement with BitGo Trust
Company, Inc., including but not limited to the term and termination provisions, and
file the agreement as an exhibit to your registration statement. If BitGo will provide
custodial services for your HYPE, SOL and SUI holdings, please disclose whether
your assets are held in segregated accounts, the identity of entities that have access to
the custodied assets, whether any entity is responsible for verifying the existence of
the HYPE, SOL and SUI custodied, and the insurance coverage of your token
holdings. Additionally, disclose where your third-party custodian is chartered and how
it is regulated.
6.Please revise to include a materially complete description of HYPE, SOL and SUI and
the Hyperliquid, Solana and Sui blockchains. For example purposes only, for each
crypto asset, provide a description of its lifecycle, its use case, including its respective
purpose, use and/or functions, its market cap, its circulating supply, its maximum
supply, if any, its average trading volume, its launch date and the launch date of the
respective blockchain, and the governance of its respective blockchain.
Risk Factors
Risks Related to Our Cryptocurrency Strategy and Holdings, page S-46
7.Please revise your risk factor disclosure so that it is tailored to risks specific to HYPE,
SOL and SUI, and their respective blockchains. In this regard, we note references
throughout to risks related to bitcoin.
HYPE, SOL, and SUI are highly volatile assets, and fluctuations in the price of HYPE, SOL,
and SUI have in the past..., page S-48
8.Please expand this risk factor to provide quantitative information that demonstrates
the volatility of HYPE, SOL and SUI.
Part II – Information Not Required in Prospectus
Item 9. Exhibits, page II-2
9.Please file an opinion of counsel as to the legality of the securities being registered.
Refer to Item 601(b)(5) of Regulation S-K.

September 9, 2025
Page 3
            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 David Gessert at 202-551-2326 or Sandra Hunter Berkheimer at 202-
551-3758 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:Lawrence Venick, Esq.

CORRESP
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Lion Group Holding Ltd.

3 Phillip Street, #15-04 Royal Group Building

Singapore 048693

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Crypto Assets

100 F Street, N.E.

Washington, DC 20549

May 9, 2023

    Re:
    Lion Group Holding Ltd

    Registration Statement on Form F-3, as amended

    Initially filed January 20, 2023, as amended

    File No. 333-269333

Ladies and Gentlemen:

Pursuant to Rule 461 under the
Securities Act of 1933, as amended, Lion Group Holding Ltd. (the “Registrant”) hereby requests acceleration of effectiveness
of the above referenced Registration Statement so that it will become effective at 5:00 p.m. ET on May 11, 2023, or as soon as thereafter
practicable.

Please note that we acknowledge the following:

    ·

    should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

    ·

    the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    ·

    the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    Sincerely,

    By:
     /s/Chuning Wang

    Name:
    Chuning Wang

    Title:
    Chief Executive Officer

    cc:

    Lawrence Venick, Esq.,

    Loeb & Loeb LLP

CORRESP
1
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

United States securities and exchange commission logo
April 12, 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
Amendment No. 2 to
Registration Statement on Form F-3
Filed March 28, 2023
File No. 333-269333
Dear Jian Wang:
            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 March 21, 2023 letter.
Amendment No. 2 to 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.

 FirstName LastNameJian Wang
 Comapany NameLion Group Holding Ltd
 April 12, 2023 Page 2
 FirstName LastName
Jian Wang
Lion Group Holding Ltd
April 12, 2023
Page 2
            You may contact Jessica Livingston at 202-551-3448 or Matthew Derby at 202-551-
3334 with any questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:       Lawrence Venick

CORRESP
1
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

March 28, 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. 1 to

    Registration Statement on Form F-3

    Filed January 20, 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 March 21, 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. 1 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. 1 to Registration Statement
on Form F-3 filed March 3, 2023

General

    1.
    We note your disclosure on page 25 that you believe you are not subject to the Overseas Listing Trial Measures. Please disclose whether you relied on the advice of counsel in making this determination, and, if so, please identify counsel and file counsel’s consent as an exhibit to your registration statement. If you did not consult counsel in making this determination regarding the Overseas Listing Trial Measures, please tell us how you reached this determination, and explain why you did not obtain the advice of counsel.

Response: The Company has amended
the disclosure on pages 6 and 24 in response to the Staff’s comments.

    2.
    To the extent that one or more of your officers or directors are located in China or Hong Kong, please include a separate Enforceability of Civil Liabilities section for the discussion of the enforcement risks related to civil liabilities due to your officers and directors being located in China or Hong Kong. Please identify each officer and/or director located in China or Hong Kong and disclose that it will be more difficult to enforce liabilities and enforce judgments on those individuals. For example, revise to discuss more specifically the limitations on investors being able to effect service of process and enforce civil liabilities in China, lack of reciprocity and treaties, and cost and time constraints. Also, please disclose these risks in a separate risk factor.

Response: The Company has amended the disclosure on pages 26 and
59 in response to the Staff’s comments.

Cover Page

    3.
    Please disclose whether and how the Holding Foreign Companies Accountable Act, as amended by the Consolidated Appropriations Act, 2023, and related regulations will affect your company. Please also update disclosures throughout, including under PCAOB Report on page 5 and in the Risk Factors, to include disclosure on the Consolidated Appropriations Act, 2023 amendment to the Holding Foreign Companies Accountable Act.

Response: The Company has amended
disclosure on the cover page, pages 5, 25-26 in response to the Staff’s comments.

Our Company,
page 1

    4.
    We note your risk factor in response to comment 3. Please describe in this risk factor 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.

Response: The Company has amended
disclosure on page 18 in response to the Staff’s comments.

Risk Factors

Risks Related
to Our Business and Industry

A particular
crypto asset’s status as a “security” in any relevant jurisdiction is subject to a certain

degree of
uncertainty...., page 18

    4.
    You state that “[t]he legal test (i.e. the Howey Test) for determining whether any given crypto asset is a security is a highly complex and fact-driven analysis,” that “the SEC’s views in this area have evolved over time, and therefore a particular crypto asset’s status as a “security” in any relevant jurisdiction is subject to a certain degree of uncertainty” and “there is currently no certainty under the applicable legal test that such assets are not securities.” Please remove these statements, as the legal tests are well-established by U.S. Supreme Court case law and the Commission and staff have issued reports, orders, and statements that provide guidance on when a crypto asset may be a security for purposes of the U.S. federal securities laws.

Response: The Company has amended
disclosure on page 18 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

United States securities and exchange commission logo
March 21, 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
Amendment No. 1 to
Registration Statement on Form F-3
Filed March 3, 2023
File No. 333-269333
Dear Jian Wang:
            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 February 16, 2023 letter.
Amendment No. 1 to Registration Statement on Form F-3 filed March 3, 2023
General
1.We note your disclosure on page 25 that you believe you are not subject to the Overseas
Listing Trial Measures.  Please disclose whether you relied on the advice of counsel in
making this determination, and, if so, please identify counsel and file counsel’s consent as
an exhibit to your registration statement.  If you did not consult counsel in making this
determination regarding the Overseas Listing Trial Measures, please tell us how you
reached this determination, and explain why you did not obtain the advice of counsel.

 FirstName LastNameJian Wang
 Comapany NameLion Group Holding Ltd
 March 21, 2023 Page 2
 FirstName LastName
Jian Wang
Lion Group Holding Ltd
March 21, 2023
Page 2
2.To the extent that one or more of your officers or directors are located in China or Hong
Kong, please include a separate Enforceability of Civil Liabilities section for the
discussion of the enforcement risks related to civil liabilities due to your officers and
directors being located in China or Hong Kong. Please identify each officer and/or
director located in China or Hong Kong and disclose that it will be more difficult to
enforce liabilities and enforce judgments on those individuals. For example, revise to
discuss more specifically the limitations on investors being able to effect service of
process and enforce civil liabilities in China, lack of reciprocity and treaties, and cost and
time constraints. Also, please disclose these risks in a separate risk factor.
Cover Page
3.Please disclose whether and how the Holding Foreign Companies Accountable Act, as
amended by the Consolidated Appropriations Act, 2023, and related regulations will affect
your company. Please also update disclosures throughout, including under PCAOB Report
on page 5 and in the Risk Factors, to include disclosure on the Consolidated
Appropriations Act, 2023 amendment to the Holding Foreign Companies Accountable
Act.
Our Company, page 1
4.We note your risk factor in response to comment 3. Please describe in this risk factor 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.
Risk Factors
Risks Related to Our Business and Industry
A particular crypto asset’s status as a “security” in any relevant jurisdiction is subject to a certain
degree of uncertainty...., page 18
5.You state that "[t]he legal test (i.e. the Howey Test) for determining whether any given
crypto asset is a security is a highly complex and fact-driven analysis," that "the SEC’s
views in this area have evolved over time, and therefore a particular crypto asset’s status
as a “security” in any relevant jurisdiction is subject to a certain degree of uncertainty"
and "there is currently no certainty under the applicable legal test that such assets are not
securities."  Please remove these statements, as the legal tests are well-established by U.S.
Supreme Court case law and the Commission and staff have issued reports, orders, and
statements that provide guidance on when a crypto asset may be a security for purposes of
the U.S. federal securities laws.

 FirstName LastNameJian Wang
 Comapany NameLion Group Holding Ltd
 March 21, 2023 Page 3
 FirstName LastName
Jian Wang
Lion Group Holding Ltd
March 21, 2023
Page 3
            You may contact Jessica Livingston at 202-551-3448 or Sonia Bednarowski at 202-551-
3666 with any questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:       Lawrence Venick

CORRESP
1
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

March 03, 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.

                                            Registration Statement on Form F-3

                                            Filed January 20, 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 February 16, 2023 from the Securities and Exchange
Commission (the “Commission”) in which the staff of the Commission (the “Staff”) commented on the
above-referenced 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.

Registration Statement on Form F-3 filed
January 20, 2023

General

 1. Please include or incorporate by reference
                                            interim financial statements.

Response: The Company has amended
the disclosure on page 59 in response to the Staff’s comments.

 2. Please included updated disclosure on the current
                                            status of your cryptocurrency mining activities.

Response: The Company has amended
the disclosure on page 9 in response to the Staff’s comments.

 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 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.

Response: The Company has amended
the disclosure on page 18 in response to the Staff’s comments.

    Los Angeles     New York
Chicago     Nashville    Washington, DC    San Francisco    Beijing
Hong Kong     www.loeb.com

    For the United States offices, a limited liability partnership including professional corporations. For Hong Kong office, a limited liability
partnership.

                         Ms. Jessica Livingston

Securities and Exchange Commission

 Page 2

 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.

Response: The Company has amended
the disclosure on page 9 in response to the Staff’s comments.

 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.

Response: The Company has amended
the disclosure on page 9 in response to the Staff’s comments.

 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.

Response: The Company has amended
the disclosure on page 13 in response to the Staff’s comments.

 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.

Response: The Company has not
pledged any crypto assets to any parties since the start of crypto business and has amended the disclosure on page 9 in response to the
comments.

 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.

Response: The Company is unaware
that the MetaWords NFTs currently held by its users serve as collateral for any other person or entity and has amended the disclosure
on page 9 in response to the comments.

                         Ms. Jessica Livingston

Securities and Exchange Commission

Page 3

Risk Factors, page 12

 9. Refer to your KYC procedures risk factor disclosure
                                            on pages 12-13. This disclosure 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.

Response: The Company has amended
disclosure on pages 14 and 15 in response to the Staff’s comments.

 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.

Response: The Company has amended
disclosure on pages 16 and17 in response to the Staff’s comments.

 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.

Response: The Company has amended
disclosure on pages 14 and 15 in response to the Staff’s comments.

 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.

Response: The Company has amended
disclosure on page 17 in response to the Staff’s comments.

                         Ms. Jessica Livingston

Securities and Exchange Commission

 Page 4

 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.

Response: The Company has amended
disclosure on page 17 in response to the Staff’s comments.

 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.

Response: The Company has amended
disclosure on page 19 in response to the Staff’s comments.

 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.

Response: The Company has amended
disclosure on page 19 in response to the Staff’s comments.

 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.

Response: The Company has amended
disclosure on page 16 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

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

 FirstName LastNameJian Wang
 Comapany NameLion Group Holding Ltd
 February 16, 2023 Page 2
 FirstName LastNameJian Wang
Lion Group Holding Ltd
February 16, 2023
Page 2
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

 FirstName LastNameJian Wang
 Comapany NameLion Group Holding Ltd
 February 16, 2023 Page 3
 FirstName LastName
Jian Wang
Lion Group Holding Ltd
February 16, 2023
Page 3
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.

 FirstName LastNameJian Wang
 Comapany NameLion Group Holding Ltd
 February 16, 2023 Page 4
 FirstName LastName
Jian Wang
Lion Group Holding Ltd
February 16, 2023
Page 4
            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

United States securities and exchange commission logo
February 10, 2023
Jian Wang
Chairman of the Board (Class II)
Lion Group Holding Ltd
Unit A-C, 33/F
Tower A, Billion Center
1 Wang Kwong Road
Kowloon Bay Hong Kong
Re:Lion Group Holding Ltd
Form 20-F filed March 31, 2021
Form 20-F filed April 22, 2022
File No. 001-39301
Dear Jian Wang:
            We have completed our review of your filings.  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.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
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

August 31, 2022

    Via
    Edgar Transmission

    Mr. William Schroeder

    Securities and Exchange Commission

    Division of Corporation Finance

    Office of Finance

    Washington, D.C. 20549

    Re:

    Lion Group Holding Ltd. (the “Company”)

    Form 20-F filed March 31, 2021

    Form 20-F filed April 22, 2022

    Response dated October 7, 2021

    File No. 001-39301

Dear Mr. Schroeder:

As counsel for the Company
and on its behalf, this letter is being submitted in response to the letter dated August 11, 2022 from the Securities and Exchange Commission
(the “Commission”) in which the staff of the Commission (the “Staff”) commented on the above-referenced
Form 20-F filed on April 22, 2022 (the “Form 20-F”).

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.

Form 20-F filed April 22, 2022

Part I., page 1

1. We note on page F-11 that in May 2021 you formed and have a
100% equity ownership in Lion Group (Hangzhou) Investment Limited which is domiciled in China. Please address the following:

 ● Tell us in detail and revise future filings to
clarify the specific PRC laws or regulations that allow for your direct investment in this Chinese entity and clarify the type of operations
of this entity;

 ● Tell us how you considered if you were required
to use contractual agreements with a variable interest entity related to this Chinese entity; and

 ● In future filings please revise your disclosure
throughout your filing to provide specific and prominent disclosure about any incremental risks from your investment in this or other
China-based companies.

Please see Sample Letter to China-Based
Companies on SEC.gov for a discussion of the risks associated with investing in China-based companies and related disclosure considerations.

Los Angeles      New York      Chicago      Nashville      Washington, DC      San Francisco      Beijing      Hong Kong      www.loeb.com

      Page 2

Response: The Company’s
substantial operation is based in Singapore, Hong Kong and the Cayman Islands. Lion Group (Hangzhou) Investment Limited, the PRC subsidiary
of the Company in China, was established solely for purpose of passive equity investment in China with no substantial business activities
of itself. As of the date of this response, Lion Group (Hangzhou) Investment Limited does not have any operations or investment other
than holding 25% of the partnership interest in Hangzhou Qianlan Enterprise Management Partnership (Limited Partnership)..

The Foreign Investment Law of
the PRC, or the Foreign Investment Law, adopted by the National People’s Congress in March 2019 and became effective on January
2020, grants pre-establishment national treatment to foreign investors to make investment in China,
so long as such investment does not violate the “negative list”. The negative list currently effective is the Special
Administrative Measures (Negative List) for the Access of Foreign Investment (2021 Edition), or the Negative List 2021, which became
effective on January 1, 2022. Any industry not listed in the Negative List 2021 shall be deemed as permitted industry and generally
open to the foreign investment unless specifically prohibited or restricted by the PRC laws and regulations. Pursuant to these regulations,
there are no restrictions on foreign investment in establishing subsidiaries and passive equity investment in a limited partnership.
As a result, our PRC subsidiary does not require VIE structure or other contractual arrangements for its current operation and the Company
holds 100% equity interests in Lion Group (Hangzhou) Investment Limited through Lion Wealth Limited.

The Company acknowledges the Staff’s comment and will revise its disclosure throughout its future filings to provide specific and prominent disclosure about any incremental risks from its investment in this or other China-based companies.

The PRC government may intervene or influence
our business operations at anytime..., page 34

2. Please revise future filings to disclose how you determined
that you are not subject to preapproval requirements of CAC or CSRC. If you relied on the advice of counsel in making this determination,
please identify counsel and file their consent. If you did not consult counsel in making these determinations, please explain why you
did not obtain the advice of counsel. Also, if true, disclose that your determination is based on a risk-based analysis; and include
a related risk factor disclosure.

Response: The Company acknowledges
the Staff’s comment and will revise its disclosure throughout its future filings to disclose how it determined that it is not subject
to preapproval requirements of CAC or the China Securities Regulatory Commission, CSRC. As advised by the Company’s PRC legal counsel,
JunHe LLP, based on their understanding of the current PRC laws, rules and regulations that the CSRC’s approval is not required
under the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, for the Company’s
listing and trading of the Company’s securities on Nasdaq, given that its PRC subsidiary was incorporated as wholly foreign-owned
enterprises by means of direct investment rather than by merger or acquisition of equity interest or assets of a PRC domestic company
owned by PRC companies or individuals as defined under the M&A Rules, that are beneficial owners of the Company. However, the Company’s
PRC counsel has further advised the Company that there remains some uncertainty as to how the M&A Rules will be interpreted or implemented
in the context of an overseas offering and its opinions summarized above are subject to any new laws, rules and regulations or detailed
implementations and interpretations in any form relating to the M&A Rules. Furthermore, on December 24, 2021, the CSRC published the
Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments),
and Administrative Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments), or,
collectively, the Draft Overseas Listing Regulations, which set out the new regulatory requirements and filing procedures for Chinese
companies seeking direct or indirect listing in overseas markets. The Draft Overseas Listing Regulations set out new filing procedures
for China-based companies seeking direct or indirect listings and offerings in overseas markets. The Draft Overseas Listing Regulations
require that China-based companies seeking to offer and list securities in overseas markets complete certain post-application / post-listing
filing procedures with the CSRC. The Draft Overseas Listing Regulations do not require a China-based company including the Company to
obtain the CSRC’s pre-approval before it applies for or completes a listing or offering of securities in overseas markets. However,
the Draft Overseas Listing Regulations were released only for public comments and their provisions and anticipated adoption date are subject
to changes and their interpretation and implementation remain uncertain.

      Page 3

In December 2021, the Cybersecurity
Administration Committee, or CAC, together with other authorities, jointly promulgated the Cybersecurity Review Measures, which became
effective on February 15, 2022 and replaces its predecessor regulation. Pursuant to the Cybersecurity Review Measures, critical information
infrastructure operators that procure internet products and services and network platform operators that carry out data processing activities
that affect or may affect national security should be subject to the cybersecurity review. The Cybersecurity Review Measures further stipulates
that network platform operators that possess personal information of more than one million users shall apply for cybersecurity review
before seeking to list in a foreign stock exchange. Moreover, in November 2021, the CAC released the Administration Regulations on the
Cyber Data Security (Draft for Comments), or the Draft Cyber Data Regulations. Pursuant to the Draft Cyber Data Regulations, data processors
shall apply for a cybersecurity review for certain activities, including, among other things, (i) the listing in foreign stock exchange
for data processors that process personal information of more than one million users and (ii) any data processing activity that affects
or may affect national security. In addition, the Draft Cyber Data Regulations requires that data processors that process “critical
data” or are listed overseas shall conduct annual data security assessment and submit the assessment report of the preceding year
to the municipal cybersecurity department. As of the date of this response, the Draft Cyber Data Regulations was released for public comment
only, and their respective provisions and anticipated adoption or effective date may be subject to change with substantial uncertainty.
Although the substantial operation of the Company is based in Hong Kong and the Cayman Islands and all of the data and personal information
it collected are stored in servers outside mainland China, the Company launched its apps in the app stores of China and most of its users
are PRC citizens, which may subject the Company to certain laws and regulations in China. Recent cybersecurity regulations mandate clearance
of cybersecurity review of internet platform operator holding personal information of more than one million users before applying for
listing at a foreign stock exchange, and relevant governmental authorities in the PRC may initiate cybersecurity review if they determine
an operator’s data processing activities affect or may affect national security. However, it remains unclear as to whether relevant
requirements will be applicable to companies that have already been listed in the United States, such as the Company , and the laws and
regulations then effective as of the listing did not require any issuer to obtain pre-approval from CAC before listing at a foreign stock
exchange. As of the date of this response, the Company does not hold personal information of more than one million users and its business
activities does not involve risk factors regarding national security as stipulated in the Cybersecurity Review Measures. The Company has
not been informed by any government authorities that it is deemed as a critical information infrastructure operator, and the Company has
not received any inquiry or notice of and is not currently subject to any proceedings initiated by the CAC. Based on the foregoing and
as advised by its PRC legal counsel, JunHe LLP, the Company believes that that it is not required to apply for pre-approval from CAC for
its listing on Nasdaq and it is not subject to mandatory application requirement for cybersecurity review. However, no detailed rules
or implementation rules regarding the cybersecurity review have been issued and the PRC government authorities may have wide discretion
in the interpretation and enforcement of the applicable laws. In determining that the regulations or policies that have been issued by
the CSRC or CAC to date are not applicable to the Company’s business and listing on Nasdaq, the Company has relied on the advice
of PRC counsel, whose consent is provided to the Staff with this response at Appendix 1.

CFD Trading Services, page 62

3. Noting
the disclosure in Note 12 on page F-28 that you did not have any unrealized gain or losses from open CFD positions at December 31, 2021,
please tell us and revise future filings to discuss why there is no unrealized amount recognized at period end and clarify where realized
gains and losses are recognized and presented at period end. For example, please clarify if CFD’s are exchange-traded or OTC and
the settlement structure if relevant to understanding the impact on your balance sheet or risk related to these trades.

Response:
Unrealized gain from open CFD positions at December 31, 2021 was $5,717. The Company did not have a significant number of open CFD
positions at year end and the dollar amount of the total unrealized gain/loss was not material to the consolidated financial statements
taken as a whole. The realized gains and losses are recorded in the line item “Trading gains” in the consolidated statements
of operations and comprehensive income (loss) at period end. All CFD’s are OTC instruments.

The Company proposes to include the following
revised disclosures for the periods presented in future filings:

A summary of the
Group’s open CFD positions at December 31, 2021 is as follows:

    Fair Value
    Fair Value
    Net

    Description
    of Asset
    of Liability
    Amount

    Foreign Currency CFDs
    $          4
    $               -
    $           4

    Stock Indices CFDs
      60
      -
      60

    $ 64
    $ -
    $ 64

      Page 4

A summary of the Group’s open
CFD positions at December 31, 2020 is as follows:

    Fair Value
    Fair Value
    Net

    Description
    of Asset
    of Liability
    Amount

    Foreign Currency CFDs
    $ 85
    $ -
    $ 85

    Stock Indices CFDs
      4,453
      -
      4,453

    Commodities CFDs
      524
      (10,715 )
      (10,191 )

    $ 5,062
    $ (10,715 )
    $ (5,653 )

TRS Trading Business, page 64

4. Please revise future filings to include a diagram that illustrates
your TRS trading business and enhance your disclosure to explain the different TRS trading activities including how revenue is generated,
similar to the disclosure you provide for CFD transactions on pages 62 through 64. Also clarify if you serve as a broker or as a counterparty
in TRS trades, if they are exchange traded or OTC, and clarify how any TRS positions held at period end are recognized in your balance
sheet. Also, clarify the settlement structure if relevant to understanding the impact on your balance sheet or risk related to these
trades. Please include a draft of your proposed disclosures in your response.

Response: We
entered into the International Swaps and Derivatives Association (“ISDA”) agreements and related supplementary agreements
with our clients and counterparties, respectively. Our TRS trading counterparties are the swap traders in China, such as China International
Capital Corporation (“CICC”) and Guotai Junan. We compiled and maintained a list of stock eligible for clients’ trading
(called “Share Basket Report”). The list currently consists of the shares listed on Hong Kong Stock Exchange, shares listed
on Shanghai Stock Exchange eligible for trading through northbound trading of Shanghai-Hong Kong Stock Connect and shares listed on Shen
Zhen Stock Exchange eligible for trading through northbound trading of Shenzhen-Hong Kong Stock Connect as provided by the Hong Kong
Exchanges and Clearing Limited from time to time (collectively “Stock Connect A Shares”). We selected certain eligible stock
to include in the Share Basket Report based on certain criteria, such as market cap, daily average trading volume and financial performance
etc.

When our clients placed an order for TRS trades on certain stock selected from the Share Basket Report, we placed the same
order back-to-back with our TRS counterparties for execution. The clients are entitled for all the gains or losses and dividends arising
from the underlying stock. We did not generate gains or losses from the clients’ trading positions. On the other hand, when the
clients placed a trade order and made margin deposits with us, we provid

United States securities and exchange commission logo
August 11, 2022
Jian Wang
Chairman of the Board (Class II)
Lion Group Holding Ltd
Unit A-C, 33/F
Tower A, Billion Center
1 Wang Kwong Road
Kowloon Bay Hong Kong
Re:Lion Group Holding Ltd
Form 20-F filed March 31, 2021
Form 20-F filed April 22, 2022
Response dated October 7, 2021
File No. 001-39301
Dear Mr. Wang:
            We have reviewed your October 7, 2021 response to our comment letter 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
September 21, 2021 letter.
Form 20-F filed April 22, 2022
Part I., page 1
1.We note on page F-11 that in May 2021 you formed and have a 100% equity ownership in
Lion Group (Hangzhou) Investment Limited which is domiciled in China.  Please address
the following:

•Tell us in detail and revise future filings to clarify the specific PRC laws or
regulations that allow for your direct investment in this Chinese entity and clarify the
type of operations of this entity;

 FirstName LastNameJian Wang
 Comapany NameLion Group Holding Ltd
 August 11, 2022 Page 2
 FirstName LastNameJian Wang
Lion Group Holding Ltd
August 11, 2022
Page 2
•Tell us how you considered if you were required to use contractual agreements with a
variable interest entity related to this Chinese entity; and
•In future filings please revise your disclosure throughout your filing to provide
specific and prominent disclosure about any incremental risks from your investment
in this or other China-based companies.

Please see Sample Letter to China-Based Companies on SEC.gov for a discussion of the
risks associated with investing in China-based companies and related disclosure
considerations.
The PRC government may intervene or influence our business operations at anytime..., page 34
2.Please revise future filings to disclose how you determined that you are not subject to pre-
approval requirements of CAC or CSRC. If you relied on the advice of counsel in making
this determination, please identify counsel and file their consent. If you did not consult
counsel in making these determinations, please explain why you did not obtain the advice
of counsel. Also, if true, disclose that your determination is based on a risk-based analysis;
and include a related risk factor disclosure.
CFD Trading Services, page 62
3.Noting the disclosure in Note 12 on page F-28 that you did not have any unrealized gain
or losses from open CFD positions at December 31, 2021, please tell us and revise future
filings to discuss why there is no unrealized amount recognized at period end and clarify
where realized gains and losses are recognized and presented at period end.  For example,
please clarify if CFD’s are exchange-traded or OTC and the settlement structure if
relevant to understanding the impact on your balance sheet or risk related to these trades.
TRS Trading Business, page 64
4.Please revise future filings to include a diagram that illustrates your TRS trading business
and enhance your disclosure to explain the different TRS trading activities including how
revenue is generated, similar to the disclosure you provide for CFD transactions on pages
62 through 64.  Also clarify if you serve as a broker or as a counterparty in TRS trades, if
they are exchange traded or OTC, and clarify how any TRS positions held at period end
are recognized in your balance sheet.  Also, clarify the settlement structure if relevant to
understanding the impact on your balance sheet or risk related to these trades.  Please
include a draft of your proposed disclosures in your response.
5.Please tell us and revise future filings to further explain what “A-Share” and “Hong Kong
stock basket” represent.
Item 5. Operating and Financial Review and Prospects, page 85
6.Please revise your Operating and Financial Review and Prospects section in future filings
to include a discussion of your financial condition and changes in financial condition for

 FirstName LastNameJian Wang
 Comapany NameLion Group Holding Ltd
 August 11, 2022 Page 3
 FirstName LastName
Jian Wang
Lion Group Holding Ltd
August 11, 2022
Page 3
each of the periods presented.  Refer to Item 5 of Form 20-F for guidance.  Please include
a draft of your proposed disclosures for the periods presented in your response.
Revenue - Trading gains/losses, page 92
7.Please tell us and revise future filings to disclose the trading gain (loss) related (i) your
managed flow portfolio trading positions where you act as counterparty to your clients’
trades from your CFD trading services, (ii) your dealing bid/offer spreads on your clients’
CFD transactions, and (iii) trading gains/(losses) from your proprietary TRS trading
activities on your own accounts for each period presented.
Note 12 - Derivatives, page F-28
8.Please revise future filings to include the information required by ASC 815-10-50-4F or -
4CC, as applicable or tell us why you believe you have met the disclosure requirement.
Please also see guidance in ASC 815-10-55-182 through -184.
            You may contact William Schroeder, Staff Accountant, at 202-551-3294 or
Michael Volley, Staff Accountant, at 202-551-3437 if you have questions regarding comments
on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
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October 7, 2021

    Via
    Edgar Transmission

    Mr. William Schroeder

    Securities and Exchange Commission

    Division of Corporation Finance

    Office of Finance

    Washington, D.C. 20549

    Re:

    Lion Group Holding Ltd. (the “Company”)

    Form 20-F filed March 31, 2021

    File No. 001-39301

Dear Mr. Schroeder:

As counsel for the Company
and on its behalf, this letter is being submitted in response to the letter dated September 21, 2021 from the Securities and Exchange
Commission (the “Commission”) in which the staff of the Commission (the “Staff”) commented on the
above-referenced Form 20-F (the “Form 20-F”).

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.

Form 20-F filed March 31, 2021

Part
I, page 1

1. At
the onset of Part I, provide prominent disclosure about the legal and operational risks associated with being based in or having the
majority of the company’s operations in China and Hong Kong. Your disclosure should make clear whether these risks could result
in a material change in your operations and/or the value of your ADSs or could significantly limit or completely hinder your ability
to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.
Your disclosure should address how recent statements and regulatory actions by China’s government, such as those related to the
use of variable interest entities and data security or anti-monopoly concerns, has or may impact the company’s ability to conduct
its business, accept foreign investments, or list on an U.S. or other foreign exchange. Your Information on the Company section should
address, but not necessarily be limited to, the risks highlighted in Part I.

Response: We
respectfully advise the Staff that we have disclosed the above statements prominently at the onset of Part I of the revised Form
20-F and provided a cross-reference to our detailed discussion of risks facing the company and the offering.

Item
3. Key Information, page 1

2. At
the onset of Item 3, disclose the risks that your corporate structure and being based in or having the majority of the company’s
operations in Hong Kong poses to investors. In particular, describe the significant regulatory, liquidity, and enforcement risks with
cross-references to the more detailed discussion of these risks in your risk factor disclosure. For example, specifically discuss risks
arising from the legal system in Hong Kong and China, including risks and uncertainties regarding the enforcement of laws and that rules
and regulations in China can change quickly with little advance notice; and the risk that the Chinese government may intervene or influence
your operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers,
which could result in a material change in your operations and/or the value of your ADSs. Acknowledge any risks that any actions by the
Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-
and Hong Kong –based issuers could significantly limit or completely hinder your ability to offer or continue to offer securities
to investors and cause the value of such securities to significantly decline or be worthless.

Response:
We respectfully advise the Staff that we have disclosed the above statements on page 1 of the revised Form 20-F under the title “Uncertainties
with respect to the PRC legal system could affect us” and provided a cross-reference to our detailed discussion of risks facing
the company and the offering.

3. Disclose
each permission that you or your Hong Kong-based subsidiaries are required to obtain from Chinese authorities to operate and issue securities
to foreign investors. State whether you or your subsidiaries are covered by permissions requirements from the CSRC, CAC or any other
entity that is required to approve of the subsidiaries' operations, and state affirmatively whether you have received all requisite permissions
and whether any permissions have been denied.

Response:
We respectfully advise the Staff that we have disclosed the above statements on page 1 of the revised Form 20-F under the title “Uncertainties
with respect to the PRC legal system could affect us” and provided a cross-reference to our detailed discussion of risks facing
the company and the offering. We refer the Staff to the risk factor disclosure on page 26 of the revised Form 20-F titled “The
PRC government may intervene or influence our business operations at any time or may exert more control over offerings conducted overseas
and foreign investment in China based issuers, which could result in a material change in our business operations or the value of our
securities. Additionally, the governmental and regulatory interference could significantly limit or completely hinder our ability to
offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.”
for further disclosure in relation to the CAC and CSRC.

4. Provide
a clear description of how cash is transferred through your organization. Disclose your intentions to distribute earnings or settle amounts
owed by your subsidiaries. Quantify any cash flows and transfers of other assets by type that have occurred between the holding company
and subsidiaries and direction of transfer. Quantify any dividends or distributions that a subsidiary has made to the holding company
and which entity made such transfer, and their tax consequences. Similarly quantify dividends or distributions made to U.S. investors,
the source, and their tax consequences. Describe any restrictions on foreign exchange and your ability to transfer cash between entities,
across borders, and to U.S. investors. Describe any restrictions and limitations on your ability to distribute earnings from your businesses,
including subsidiaries, to the parent company and U.S. investors as well as the ability to settle amounts owed.

Response:
We respectfully advise the Staff that the Company is registered as an exempted company in the Cayman Islands and was incorporated
on February 11, 2020, to be the ultimate parent company of the Group upon the consummation of a business combination on June 16, 2020.
The Company’s substantial operations are based in Hong Kong and the Cayman Islands, and cash can be transferred freely between
the Company and its operating subsidiaries, across borders, and to U.S. investors. We respectfully advise the Staff that we are able
to distribute earnings from our operating subsidiaries, to the parent company and U.S. investors and settle amounts owed, although we
currently do not have any dividend policy.

The
following are the aggregate transfers from the Company to its subsidiaries for the period from June 16, 2020 to December 31, 2020 for
the purposes of funding:

    Subsidiary
    Amount

    Lion Broker Limited 1
    $ 1,260,000

    Lion Wealth Limited2
    $ 470,000

    Lion Financial Group Limited3
    $ 420,000

    Total
    $ 2,150,000

1) Lion
Broker Ltd was incorporated in under the laws of the Cayman Islands in March 2017.

2) Lion
Wealth Limited was incorporated in Hong Kong in October 2018

3) Lion
Financial Group Limited was incorporated under the laws of the British Virgin Islands in June 2015

No
dividends or distributions were made to the Company by any of its subsidiaries during the period. No dividends or distributions were
made to U.S. investors during the period.

The
Company has updated its disclosures on page 3 of the revised Form 20-F under the caption “Liquidity of our
Subsidiaries.” and “Limitation on Oversea Listing and Share Issuances”.

Item
3.D Risk Factors, page 3

5. Given
the Chinese government’s significant oversight and discretion over the conduct of your business, please revise your disclosure
to separately highlight the risk that the Chinese government may intervene or influence your operations at any time, which could result
in a material change in your operations and/or the value of your ADSs. Also, given recent statements by the Chinese government indicating
an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in Hong Kong- and
China-based issuers, acknowledge the risk that any such action could significantly limit or completely hinder your ability to offer or
continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

Response:
 We respectfully advise the Staff that we added the relevant risk factors on pages 25 to 26  of the revised Form 20-F under
the heading “The Chinese government may exercise significant oversight and discretion over the conduct of business in the PRC
and may intervene in or influence our operations at any time, which could result in a material change in our operations and/or the value
of our securities. We are also currently not required to obtain approval from Chinese authorities to list on U.S. exchanges, however,
if we are required to obtain approval in the future and are denied permission from Chinese authorities to list on U.S. exchanges, we
will not be able to continue listing on U.S. exchange, which would materially affect the interest of the investors” and “The
PRC government may intervene or influence our business operations at any time or may exert more control over offerings conducted overseas
and foreign investment in China based issuers, which could result in a material change in our business operations or the value of our
securities. Additionally, the governmental and regulatory interference could significantly limit or completely hinder our ability to
offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless”.

6. In
light of recent events indicating greater oversight by the Cyberspace Administration of China over data security, particularly for companies
seeking to list on a foreign exchange, please revise your disclosure to explain how this oversight impacts your business and your offering
and to what extent you believe that you are compliant with the regulations or policies that have been issued by the CAC to date.

Response:
We respectfully advise the Staff that we added the relevant risk factors on pages 26  of the revised Form 20-F under the heading
“The PRC government may intervene or influence our business operations at any time or may exert more control over offerings
conducted overseas and foreign investment in China based issuers, which could result in a material change in our business operations
or the value of our securities. Additionally, the governmental and regulatory interference could significantly limit or completely hinder
our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or
be worthless”.

Please contact the undersigned at (852) 3923-1188
if you have any questions with respect to the responses contained in this letter.

Sincerely,

    /s/ Lawrence S. Venick

    Lawrence S. Venick

    Direct Dial: +852.3923.1188

    Email: lvenick@loeb.com

EXHIBIT A

LION GROUP HOLDING LTD.

Unit A-C, 33/F

Tower A, Billion Center

1 Wang Kwong Road

Kowloon Bay, Hong Kong

Tel: +(852) 2820-9000

October 7, 2021

In connection with its response to the United
States Securities and Exchange Commission's comment letter, dated September 21, 2021, Lion Group Holding Ltd. (the "Company")
acknowledges the following:

    ●
    the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

    ●
    Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

    ●
    the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    LION GROUP HOLDING LTD.

    By:
    /s/ Chunning Wang

    Chunning Wang

    Director and Chief Executive Officer

United States securities and exchange commission logo
September 21, 2021
Jian Wang
Chairman of the Board (Class II)
Lion Group Holding Ltd
Unit A-C, 33/F
Tower A, Billion Center
1 Wang Kwong Road
Kowloon Bay Hong Kong
Re:Lion Group Holding Ltd
Form 20-F filed March 31, 2021
File No. 001-39301
Dear Mr. Wang:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F filed March 31, 2021
Part I, page 1
1.At the onset of Part I, provide prominent disclosure about the legal and operational risks
associated with being based in or having the majority of the company’s operations in
China and Hong Kong.  Your disclosure should make clear whether these risks could
result in a material change in your operations and/or the value of your ADSs or could
significantly limit or completely hinder your ability to offer or continue to offer securities
to investors and cause the value of such securities to significantly decline or be worthless.
Your disclosure should address how recent statements and regulatory actions by China’s
government, such as those related to the use of variable interest entities and data security
or anti-monopoly concerns, has or may impact the company’s ability to conduct its
business, accept foreign investments, or list on an U.S. or other foreign exchange. Your
Information on the Company section should address, but not necessarily be limited to, the

 FirstName LastNameJian Wang
 Comapany NameLion Group Holding Ltd
 September 21, 2021 Page 2
 FirstName LastNameJian Wang
Lion Group Holding Ltd
September 21, 2021
Page 2
risks highlighted in Part I.
Item 3. Key Information, page 1
2.At the onset of Item 3, disclose the risks that your corporate structure and being based in
or having the majority of the company’s operations in Hong Kong poses to investors.  In
particular, describe the significant regulatory, liquidity, and enforcement risks with cross-
references to the more detailed discussion of these risks in your risk factor disclosure.  For
example, specifically discuss risks arising from the legal system in Hong Kong and China,
including risks and uncertainties regarding the enforcement of laws and that rules and
regulations in China can change quickly with little advance notice; and the risk that the
Chinese government may intervene or influence your operations at any time, or may exert
more control over offerings conducted overseas and/or foreign investment in China-based
issuers, which could result in a material change in your operations and/or the value of
your ADSs.  Acknowledge any risks that any actions by the Chinese government to exert
more oversight and control over offerings that are conducted overseas and/or foreign
investment in China- and Hong Kong –based issuers could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.
3.Disclose each permission that you or your Hong Kong-based subsidiaries are required to
obtain from Chinese authorities to operate and issue securities to foreign investors.  State
whether you or your subsidiaries are covered by permissions requirements from the
CSRC, CAC or any other entity that is required to approve of the subsidiaries' operations,
and state affirmatively whether you have received all requisite permissions and whether
any permissions have been denied.
4.Provide a clear description of how cash is transferred through your organization.  Disclose
your intentions to distribute earnings or settle amounts owed by your subsidiaries.
Quantify any cash flows and transfers of other assets by type that have occurred between
the holding company and subsidiaries and direction of transfer.  Quantify any dividends or
distributions that a subsidiary has made to the holding company and which entity made
such transfer, and their tax consequences.  Similarly quantify dividends or distributions
made to U.S. investors, the source, and their tax consequences.  Describe any restrictions
on foreign exchange and your ability to transfer cash between entities, across borders, and
to U.S. investors.  Describe any restrictions and limitations on your ability to distribute
earnings from your businesses, including subsidiaries, to the parent company and U.S.
investors as well as the ability to settle amounts owed.
Item 3.D Risk Factors, page 3
5.Given the Chinese government’s significant oversight and discretion over the conduct of
your business, please revise your disclosure to separately highlight the risk that the
Chinese government may intervene or influence your operations at any time, which could
result in a material change in your operations and/or the value of your ADSs.  Also, given

 FirstName LastNameJian Wang
 Comapany NameLion Group Holding Ltd
 September 21, 2021 Page 3
 FirstName LastName
Jian Wang
Lion Group Holding Ltd
September 21, 2021
Page 3
recent statements by the Chinese government indicating an intent to exert more oversight
and control over offerings that are conducted overseas and/or foreign investment in Hong
Kong- and China-based issuers, acknowledge the risk that any such action could
significantly limit or completely hinder your ability to offer or continue to offer securities
to investors and cause the value of such securities to significantly decline or be worthless.
6.In light of recent events indicating greater oversight by the Cyberspace Administration of
China over data security, particularly for companies seeking to list on a foreign exchange,
please revise your disclosure to explain how this oversight impacts your business and your
offering and to what extent you believe that you are compliant with the regulations or
policies that have been issued by the CAC to date.
            In closing, 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.
            You may contact William Schroeder, Staff Accountant, at 202-551-3294 or Michael
Volley, Staff Accountant, at 202-551-3437 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
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Lion
Group Holding Ltd.

Unit
A-C, 33/F

Tower A, Billion Center

1 Wang Kwong Road

Kowloon Bay

Hong Kong

VIA
EDGAR

May
11, 2021

U.S.
Securities & Exchange Commission

Division
of Corporation Finance

Office
of Finance

100
F Street, NE

Washington,
D.C. 20549

Attn:
David Lin

    Re:
    Lion
    Group Holding Ltd.

    Registration
    Statement on Form F-1

    Filed
    April 13, 2021

    File
    No. 333-255202

Dear
Mr. Lin:

Reference
is made to our letter, filed as correspondence with the U.S. Securities and Exchange Commission via EDGAR on May 4, 2021 (the “Original
SEC Correspondence Letter”), in which Lion Group Holding Ltd. requested the acceleration of the effectiveness of the above-captioned
Registration Statements to 9:00 a.m. ET on May 6, 2021. We hereby formally withdraw our prior request for acceleration of the effective
date of the above-captioned Registration Statement. The Original SEC Correspondence Letter was inadvertently filed due to a clerical
error. We wish to file a new request for acceleration of the effective date to rectify the clerical error specified above.

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, we hereby requests acceleration of effectiveness of the above referenced Registration
Statement so that it will become effective at 9:00 a.m. ET on May 13, 2021, or as soon as thereafter practicable.

    Very
    truly yours,

    /s/ Chunning
    Wang

    Chunning
    Wang

    Chief
    Executive Officer

    cc:
    Loeb
    & Loeb LLP

CORRESP
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Lion
Group Holding Ltd.

Unit
A-C, 33/F

Tower A, Billion Center

1 Wang Kwong Road

Kowloon Bay

Hong Kong

VIA
EDGAR

May
4, 2021

U.S.
Securities & Exchange Commission

Division
of Corporation Finance

Office
of Finance

100
F Street, NE

Washington,
D.C. 20549

Attn:
David Lin

    Re:
    Lion Group Holding Ltd.

    Registration Statement on Form F-1

    Filed January 21, 2021

    File No. 333-252202

Dear
Mr. Lin:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Lion Group Holding Ltd. hereby requests acceleration of effectiveness of the
above referenced Registration Statement so that it will become effective at 9:00 a.m. ET on May 6, 2021, or as soon as thereafter practicable.

    Very truly yours,

    /s/ Chunning
    Wang

    Chunning Wang

    Chief Executive Officer

    cc:
    Loeb & Loeb LLP

United States securities and exchange commission logo
April 30, 2021
Chunning Wang
Chief Executive Officer
Lion Group Holding Ltd.
Unit A-C, 33/F
Tower A, Billion Center
1 Wang Kwong Road
Kowloon Bay, Hong Kong
Re:Lion Group Holding Ltd.
Registration Statement on Form F-1
Filed April 13, 2021
File No. 333-255202
Dear Mr. Wang:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact David Lin at 202-551-3552 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
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Lion
Group Holding Ltd.

Unit
A-C, 33/F

Tower A, Billion Center

1 Wang Kwong Road

Kowloon Bay

Hong Kong

VIA
EDGAR

January
28, 2021

U.S.
Securities & Exchange Commission

Division
of Corporation Finance

Office
of Finance

100
F Street, NE

Washington,
D.C. 20549

Attn:
Tonya K. Aldave

    Re:
    Lion Group Holding Ltd.

    Registration Statement on Form F-1

    Filed January 21, 2021

    File No. 333-252288

Dear
Ms. Aldave:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Lion Group Holding Ltd. hereby requests acceleration of effectiveness
of the above referenced Registration Statement so that it will become effective at 9:00 a.m. ET on January 29, 2021, or as soon as thereafter
practicable.

    Very truly yours,

    /s/ Chunning
    Wang

    Chunning Wang

    Chief Executive Officer

    cc:
    Loeb & Loeb LLP

United States securities and exchange commission logo
January 26, 2021
Chunning Wang
Chief Executive Officer
Lion Group Holding Ltd.
Unit A-C, 33/F
Tower A, Billion Center
1 Wang Kwong Road
Kowloon Bay, Hong Kong
Re:Lion Group Holding Ltd.
Registration Statement on Form F-1
Filed January 21, 2021
File No. 333-252288
Dear Mr. Wang:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Tonya K. Aldave at (202) 551-3601 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Lawrence Venick, Esq.

CORRESP
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Lion Group Holding Ltd.

Unit A-C, 33/F, Tower A, Billion Center

1 Wang Kwong Road, Kowloon Bay

Hong Kong

VIA EDGAR

October 20, 2020

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, NE

Washington, D.C. 20549

Attn: Donald Field / Dietrich King

 Re: Lion
Group Holding Ltd. (CIK: 0001806524)

Registration Statement on Form F-1 (File No. 333-249185)

Dear Mr. Field and Mr. King:

In accordance with Rule 461 of Regulation
C (“Rule 461”) of the General Rules and Regulations under the Securities Act of 1933, as amended, Lion Group Holding
Ltd. (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form
F-1 (the “F-1 Registration Statement”) be accelerated to, and that the F-1 Registration Statement become effective
at, 4:00 p.m., Eastern Time, October 22, 2020, or as soon thereafter as practicable.

If there is any change in the acceleration
request set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request
of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461. The request may be made by an
executive officer of the Company or by any attorney from the Company’s U.S. counsel, Kirkland & Ellis International LLP.

If you have any questions regarding this
request, please contact Ben James of Kirkland & Ellis International LLP at +852 3761-3412.

[Signature page follows]

    Very truly yours,

    Lion Group Holding Ltd.

    By:
    /s/ Chunning Wang

    Name:
    Chunning Wang

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

        26th Floor, Gloucester Tower

        The Landmark

        15 Queen’s Road Central

        Hong Kong

        Telephone: +852 3761 3300

        Facsimile: +852 3761 3301

        www.kirkland.com

        David Zhang

        To Call Writer Directly

        +852 3761 3318

        david.zhang@kirkland.com

VIA EDGAR

October 19, 2020

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, NE

Washington, D.C. 20549

Attn: Jessica Livingston / Michael Clampitt

 Re: Lion
Group Holding Ltd.

Registration
Statement on Form F-1

Filed
October 1, 2020

File
No. 333-249185

Dear Ms. Field and Mr. King:

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 October 15, 2020, regarding the Company’s Registration Statement on Form F-1 (the “Registration Statement”)
filed on October 1, 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 the Revised Registration Statement
on Form F-1 (the “Revised Registration Statement”), which is being filed with the Commission contemporaneously
with the submission of this letter.

Registration Statement on Form F-1

General

 1. We note the registered PIPE transaction is not consistent with our guidance in Question 139.11
of the Securities Act Sections Compliance and Disclosure Interpretations. In this regard, we note the True-Up provision in the
amended securities purchase agreement protects an investor from being fully at market risk. To move forward with the registered
transaction, please amend the registration statement to remove the securities covered by the true-up provision and eliminate the
provision from the purchase agreement.

PARTNERS:  Pierre-Luc Arsenault3 | Manas
Chandrashekar6 | Lai Yi Chau | Justin M. Dolling6 | David Patrick Eich1,5,6 | Liu Gan2 | Karen K.Y. Ho | Damian C. Jacobs6 |
Ka Man Lau | Guang Li3 | Neil E.M. McDonald | Kelly Naphtali | Ram Narayan3 | Amy Y.M. Ngan9 | Nicholas A. Norris6 | Paul S.
Quinn | Richard C.C. Sharpe | Jesse D. Sheley# | Arthur K.H. Tso | Tarun R. Warriar6 | Li Chien Wong | David Yun6 |
Jacqueline B.N. Zheng3,6

REGISTERED FOREIGN LAWYERS:  Michelle Cheh8 | Daniel
Dusek3 | Jennifer Y.Y. Feng6 | James A. Hill6 | David M. Irvine6 | Benjamin W. James4 | Cori A. Lable2 | Wei Yang Lim6 | Xiaoxi
Lin3 | Yazhe Liu3 | Daniel A. Margulies6 | Michael D. Rackham6 | Tzi Yang Seow7 | Mi Tang3 | Wenchen Tang3 | Liyong Xing3 | David
Zhang3

ADMITTED IN:  1 State of Illinois (U.S.A.); 2 Commonwealth
of Massachusetts (U.S.A.); 3 State of New York (U.S.A.); 4 State of Texas (U.S.A.); 5 State of Wisconsin (U.S.A.); 6 England and
Wales; 7 Singapore; 8 Victoria (Australia); 9 New South Wales (Australia); # non-resident

Beijing Boston Chicago Dallas Houston London Los
Angeles Munich New York Palo Alto Paris San Francisco Shanghai Washington, D.C.

U.S. Securities & Exchange Commission

October 19, 2020

Page 2

In response to the Staff’s
comment, the Company has entered into an Amended and Restated Securities Purchase Agreement as of October 19, 2020, which eliminates
the true-up provision, and updated disclosure in the Revised Registration Statement.

* * * * *

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.

    Sincerely,

    /s/ David T. Zhang

    cc:
    Jian Wang, Chairman of the Board

United States securities and exchange commission logo
October 15, 2020
Chunning Wang
Chief Executive Officer
Lion Group Holding Ltd.
Unit A-C, 33/F, Tower A, Billion Center
1 Wang Kwong Road
Kowloon Bay
Hong Kong
Re:Lion Group Holding Ltd.
Registration Statement on Form F-1
Filed October 1, 2020
File No. 333-249185
Dear Mr. 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-1
General
1.We note the registered PIPE transaction is not consistent with our guidance in Question
139.11 of the Securities Act Sections Compliance and Disclosure Interpretations.  In this
regard, we note the True-Up provision in the amended securities purchase agreement
protects an investor from being fully at market risk.  To move forward with the registered
transaction, please amend the registration statement to remove the securities covered by
the true-up provision and eliminate the provision from the purchase agreement.

 FirstName LastNameChunning Wang
 Comapany NameLion Group Holding Ltd.
 October 15, 2020 Page 2
 FirstName LastName
Chunning Wang
Lion Group Holding Ltd.
October 15, 2020
Page 2
            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 Donald Field at 202-551-3680 or Dietrich King at 202-551-8071 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

Lion Group Holding Ltd.

Unit A-C, 33/F, Tower A, Billion Center

1 Wang Kwong Road, Kowloon Bay

Hong Kong

VIA EDGAR

September 16, 2020

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, NE

Washington, D.C. 20549

Attn: Jessica Livingston / Michael Clampitt

    Re:
    Lion Group Holding Ltd. (CIK: 0001806524)

    Registration Statement on Form F-1 (File No. 333-240292

Dear Ms. Livingston and Mr. Clampitt:

In accordance with Rule 461 of Regulation
C (“Rule 461”) of the General Rules and Regulations under the Securities Act of 1933, as amended, Lion Group Holding
Ltd. (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form
F-1 (the “F-1 Registration Statement”) be accelerated to, and that the F-1 Registration Statement become effective
at, 3:00 p.m., Eastern Time, September 17, 2020, or as soon thereafter as practicable.

If there is any change in the acceleration
request set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request
of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461. The request may be made by an
executive officer of the Company or by any attorney from the Company’s U.S. counsel, Kirkland & Ellis International LLP.

If you have any questions regarding this
request, please contact Ben James of Kirkland & Ellis International LLP at +852 3761-3412.

[Signature page follows]

Very truly yours,

Lion Group Holding Ltd.

By: /s/ Chunning Wang

Name: Chunning Wang

Title: Chief Executive Officer

CORRESP
1
filename1.htm

        26th Floor, Gloucester Tower

        The Landmark

        15 Queen’s Road Central

        Hong Kong

        Telephone: +852 3761 3300

        Facsimile: +852 3761 3301

        www.kirkland.com

        David Zhang

        To Call Writer Directly

        +852 3761 3318

        david.zhang@kirkland.com

VIA EDGAR

September 11, 2020

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, NE

Washington, D.C. 20549

Attn: Jessica Livingston / Michael Clampitt

 Re: Lion
Group Holding Ltd.
 Registration Statement on Form F-1
 Filed August 3, 2020
 File No. 333-240292

Dear Ms. Livingston and Mr. Clampitt:

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 September 3, 2020, regarding the Company’s Amendment No. 1 to Registration Statement on Form F-1 (the “Amendment
No. 1”) filed on August 26, 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 the Amendment No. 2 to Registration
Statement on Form F-1 (“Amendment No. 2”), which is being filed with the Commission contemporaneously with
the submission of this letter.

Amendment No. 1 to Form F-1 filed
August 26, 2020

General

 1. Referring to comment 3 in our letter dated August 13, 2020 and noting your response thereto,
please provide a specific legal and factual analysis of how the PIPE investors are irrevocably bound to purchase a set number of
securities for a set purchase price given the true-up and assign-ability features of the Securities Purchase Agreement. Address
whether and how a PIPE investor/selling shareholder can transfer its interest prior to the second or optional closings or exercise
of the warrants and still be irrevocably bound and at market risk at the time they entered into the securities purchase agreement.
Address how the registration statement will accurately identify the selling shareholders under Item 507 of Regulation S-K. Alternatively,
withdraw or amend your registration statement to remove from registration the resale of shares subject to the Securities Purchase
Agreement, complete the private placement of the equity line financing and then file a registration statement for these shares.

PARTNERS:  Pierre-Luc Arsenault3 | Manas Chandrashekar6
| Lai Yi Chau | Justin M. Dolling6 | David Patrick Eich1,5,6 | Liu Gan2 | Karen K.Y. Ho | Damian C. Jacobs6 | Ka Man Lau | Guang
Li3 | Neil E.M. McDonald | Kelly Naphtali | Ram Narayan3 | Amy Y.M. Ngan9 | Nicholas A. Norris6 | Paul S. Quinn | Richard C.C.
Sharpe | Jesse D. Sheley# | Arthur K.H. Tso | Tarun R. Warriar6 | Li Chien Wong | David Yun6 | Jacqueline B.N. Zheng3,6

REGISTERED FOREIGN LAWYERS:  Michelle Cheh8 | Daniel
Dusek3 | Jennifer Y.Y. Feng6 | James A. Hill6 | David M. Irvine6 | Benjamin W. James4 | Cori A. Lable2 | Wei Yang Lim6 | Xiaoxi
Lin3 | Yazhe Liu3 | Daniel A. Margulies6 | Michael D. Rackham6 | Tzi Yang Seow7 | Mi Tang3 | Wenchen Tang3 | Liyong Xing3 | David
Zhang3

ADMITTED IN:  1 State of Illinois (U.S.A.); 2 Commonwealth
of Massachusetts (U.S.A.); 3 State of New York (U.S.A.); 4 State of Texas (U.S.A.); 5 State of Wisconsin (U.S.A.); 6 England and
Wales; 7 Singapore; 8 Victoria (Australia); 9 New South Wales (Australia); # non-resident

Beijing Boston Chicago Dallas Houston London Los
Angeles Munich New York Palo Alto Paris San Francisco Shanghai Washington, D.C.

        U.S. Securities & Exchange Commission

        September 11, 2020

        Page 2

Additionally, if your analysis
concludes that the true-up and assign-ability features do not impact your ability to register the transaction as a secondary offering,
please also provide an analysis of whether the private placement has been completed for the shares issuable upon the exercise of
PIPE warrants and those for the Optional Closing, including whether these involve further investment decisions of the investor
which would make the investor not irrevocably committed to acquire all the shares under the equity line agreement. We note that
if an investor receives a warrant he can exercise or not, there is a further investment decision and he is not irrevocably committed
to acquire all the shares under the equity line agreement, and the private offering is therefore not completed. A private placement
with the shares underlying the equity line agreement will be considered to be completed only if the investors are irrevocably bound
to purchase all of the shares under the equity agreement. For guidance please refer to Question 134.01 under the Securities Act
Section of our “Compliance and Disclosure Interpretations” available on the Commission’s website.

In response to the Staff’s
comment, the Company has removed the resale of shares subject to Securities Purchase Agreement from Amendment No. 2.

* * * * *

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.

    Sincerely,

    /s/ David T. Zhang

    cc:
    Jian Wang, Chairman of the Board

United States securities and exchange commission logo
September 3, 2020
Jian Wang
Chairman of the Board
Lion Group Holding Ltd
Unit A-C, 33/F
Tower A, Billion Center
1 Wang Kwong Road
Kowloon Bay
Hong Kong
Re:Lion Group Holding Ltd
Amendment No. 1 to Registration Statement on Form F-1
Filed August 26, 2020
File No. 333-240292
Dear Mr. Wang:
            We have reviewed your amended registration statement and have the following
comment.  Please respond to this letter by amending your registration statement and providing
the requested information.  If you do not believe our comment applies 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 this comment, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our August 13, 2020 letter.
Amendment No. 1 to Form F-1 filed August 26, 2020
General
1.Referring to comment 3 in our letter dated August 13, 2020 and noting your response
thereto, please provide a specific legal and factual analysis of how the PIPE investors are
irrevocably bound to purchase a set number of securities for a set purchase price given the
true-up and assign-ability features of the Securities Purchase Agreement. Address whether
and how a PIPE investor/selling shareholder can transfer its interest prior to the second
or optional closings or exercise of the warrants and still be irrevocably bound
and at market risk at the time they entered into the securities purchase agreement. Address
how the registration statement will accurately identify the selling shareholders under Item
507 of Regulation S-K.  Alternatively, withdraw or amend your registration statement to

 FirstName LastNameJian Wang
 Comapany NameLion Group Holding Ltd
 September 3, 2020 Page 2
 FirstName LastName
Jian Wang
Lion Group Holding Ltd
September 3, 2020
Page 2
remove from registration the resale of shares subject to the Securities Purchase
Agreement, complete the private placement of the equity line financing and then file a
registration statement for these shares.

Additionally, if your analysis concludes that the true-up and assign-ability features do not
impact your ability to register the transaction as a secondary offering, please also provide
an analysis of whether the private placement has been completed for the shares issuable
upon the exercise of PIPE warrants and those for the Optional Closing, including whether
these involve further investment decisions of the investor which would make the
investor not irrevocably committed to acquire all the shares under the equity line
agreement. We note that if an investor receives a warrant he can exercise or not, there is a
further investment decision and he is not irrevocably committed to acquire all the shares
under the equity line agreement, and the private offering is therefore not completed. A
private placement with the shares underlying the equity line agreement will be considered
to be completed only if the investors are irrevocably bound to purchase all of the shares
under the equity agreement.  For guidance please refer to Question 134.01 under the
Securities Act Section of our "Compliance and Disclosure Interpretations" available on
the Commission's website.
            Please contact Jessica Livingston at 202-551-3448 or Michael Clampitt at 202-551-
3434 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
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filename1.htm

    26th
        Floor, Gloucester Tower

        The
        Landmark

        15
        Queen’s Road Central

        Hong
        Kong

        Telephone:
        +852 3761 3300

        Facsimile:
        +852 3761 3301

        www.kirkland.com

    David
        Zhang

        To
        Call Writer Directly

        +852 3761 3318

        david.zhang@kirkland.com

VIA
EDGAR

August
26, 2020

U.S.
Securities & Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, NE

Washington, D.C. 20549

Attn: Jessica Livingston / Michael Clampitt

    Re:

    Lion Group Holding
    Ltd.

    Registration Statement on Form F-1

    Filed August 3, 2020

    File No. 333-240292

Dear
Ms. Livingston and Mr. Clampitt:

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 August 13, 2020, regarding the Company’s Registration Statement on Form F-1 (the “Registration Statement”)
filed on August 3, 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 the Revised
Registration Statement on Form F-1 (the “Revised Registration Statement”), which is being filed with the Commission
contemporaneously with the submission of this letter.

Registration
Statement on Form F-1 filed August 3, 2020

Prospectus
Cover Page, page i

    1.
    Noting
    the significant proceeds to be received from the exercise of the warrants, revise to include a "Use of Proceeds"
    section and include the disclosures required by Regulation S-K Item 504.

In response to the Staff’s
comment, the Company has included the requested disclosure on page 36 of the Revised Registration Statement as requested.

PARTNERS: 
Pierre-Luc Arsenault3 | Manas Chandrashekar6 | Lai Yi Chau | Justin M. Dolling6 | David Patrick Eich1,5,6 | Liu Gan2 | Karen K.Y.
Ho | Damian C. Jacobs6 | Ka Man Lau | Guang Li3 | Neil E.M. McDonald | Kelly Naphtali | Ram Narayan3 | Amy Y.M. Ngan9 | Nicholas
A. Norris6 | Paul S. Quinn | Richard C.C. Sharpe | Jesse D. Sheley# | Arthur K.H. Tso | Tarun R. Warriar6 | Li Chien Wong | David
Yun6 | Jacqueline B.N. Zheng3,6

REGISTERED
FOREIGN LAWYERS:  Michelle Cheh8 | Daniel Dusek3 | Jennifer Y.Y. Feng6 | James A. Hill6 | David M. Irvine6 | Benjamin W.
James4 | Cori A. Lable2 | Wei Yang Lim6 | Xiaoxi Lin3 | Yazhe Liu3 | Daniel A. Margulies6 | Michael D. Rackham6 | Tzi Yang Seow7
| Mi Tang3 | Wenchen Tang3 | Liyong Xing3 | David Zhang3

ADMITTED
IN:  1 State of Illinois (U.S.A.); 2 Commonwealth of Massachusetts (U.S.A.); 3 State of New York (U.S.A.); 4 State of Texas
(U.S.A.); 5 State of Wisconsin (U.S.A.); 6 England and Wales; 7 Singapore; 8 Victoria (Australia); 9 New South Wales (Australia);
# non-resident

Beijing Boston Chicago Dallas Houston London Los
Angeles Munich New York Palo Alto Paris San Francisco Shanghai Washington, D.C.

U.S.
Securities & Exchange Commission

August
26, 2020

Page
2

Selling
Shareholders, page 83

    2.
    Footnotes (1) through (3) disclose holdings of shares and warrants that appear to exceed those contained in the Securities Purchase Agreement filed as Exhibit 10.1. Please revise or reconcile for the staff. In addition, revise/update Part II, Item 7. Recent Sales, as applicable.

In response to Staff’s
comments, the Company has revised the disclosure on pages 84-85 and II-1 of the Revised Registration Statement as requested.

General

    3.
    We
    note that you are registering 3,500,000 Class A Ordinary Shares represented by ADSs for resale by certain investors who entered
    into a securities purchase agreement dated August 1, 2020 and including 1,333,334 Class A Ordinary Shares issuable upon the
    exercise of PIPE warrants at $3.00 per ADS. We also note the number of non-affiliate shares appears to be approximately 2
    million shares. Given the size of the resale offering relative to the outstanding shares of common stock held by non-affiliates,
    it appears that this transaction may be an indirect primary offering by or on behalf of the company. Because you do not appear
    to be eligible to conduct a primary offering on Form S-3, you are ineligible to conduct an at the market offering under Rule
    415(a)(4).

If you disagree with our analysis,
tell us why you believe that you can rely on Rule 415(a)(1)(i) for this transaction, why the offering is not an indirect primary
offering and provide us an analysis as to why the selling shareholders are not acting as underwriters. For guidance please refer
to Question 612.09 in the Securities Act Rules section of our "Compliance and Disclosure Interpretations" available on
the Commission's website and include in your response an analysis of each of the six factors outlined therein. As part of your
response, please provide us the current number of shares held by non-affiliates. Note that we may have additional comments on your
analysis and may request additional disclosure upon review of your response. Alternatively, please consider reducing significantly
the number of shares of common stock that you are registering for resale.

The Company respectfully
submits that the offering contemplated in the Registration Statement is not an indirect primary offering, but is a valid secondary
offering by or on behalf of the Selling Shareholders that may be registered for resale on a continuous basis pursuant to Rule 415(a)(1)(i)
of Regulation C of the Securities Act of 1933, as amended.

Rule 415(a)(1)(i) provides
that securities may be registered for an offering to be made on a continuous or delayed basis in the future, provided that the
registration statement pertains only to securities “which are to be offered or sold solely by or on behalf of a person or
persons other than the registrant, a subsidiary of the registrant or a person of which the registrant is a subsidiary.” Thus,
Rule 415(a)(1)(i) permits an issuer to register securities to be sold on a delayed or continuous basis by the Selling Shareholders
in a secondary offering.

U.S.
Securities & Exchange Commission

August
26, 2020

Page
3

In
Interpretation 612.09 (the “Interpretation”) of the Staff’s Compliance and Disclosure Interpretations (“C&DI”),
the Staff sets forth a detailed analysis of the relevant factors that should be examined when determining whether the offering
is by or on behalf of a person other than the registrant. The Interpretation provides that:

“It
is important to identify whether a purported secondary offering is really a primary offering, i.e., the selling shareholders are
actually underwriters selling on behalf of an issuer. Underwriter status may involve additional disclosure, including an acknowledgment
of the seller’s prospectus delivery requirements. In an offering involving Rule 415 or Form S-3, if the offering is deemed
to be on behalf of the issuer, the Rule and Form in some cases will be unavailable (e.g., because of the Form S-3 “public
float” test for a primary offering, or because Rule 415(a)(1)(i) is available for secondary offerings, but primary offerings
must meet the requirements of one of the other subsections of Rule 415). The question of whether an offering styled as a secondary
one is really on behalf of the issuer is a difficult factual one, not merely a question of who receives the proceeds. Consideration
should be given to how long the selling shareholders have held the shares, the circumstances under which they received them, their
relationship to the issuer, the amount of shares involved, whether the sellers are in the business of underwriting securities,
and finally, whether under all the circumstances it appears that the seller is acting as a conduit for the issuer.”

Each
of the relevant factors listed in the Interpretation is discussed below. Based on an analysis of the specific factors listed in
the Interpretation and all the circumstances for the Company, the Company respectfully submits that the transaction described
herein is appropriately characterized as a transaction that is eligible to be made under Rule 415(a)(1)(i).

(A)
How long the selling shareholders have held the shares

The Company entered into
the securities purchase agreement on August 1, 2020 (the “Securities Purchase Agreement”) by and among Greentree Financial
Group, Inc. and such other parties identified therein (each an “Investor”, collectively, the “Investors”).
Pursuant to the Securities Purchase Agreement, the Investors committed to purchase from the Company and the Company agreed to issue
ADSs over multiple tranches within a certain period of time.

Generally, the longer shares
are held, the less likely it is that the selling shareholders are acting as a mere conduit for the Company. However, the Company
notes that there is no mandatory holding period for a private investment in public equities (“PIPE”) transaction, such
as the transaction the Company entered into with the Securities Purchaser Agreement, to be characterized as a private placement.
As noted by the Staff in C&DI Question 139.11, a valid secondary offering could in theory occur immediately following the closing
of a private placement. C&DI 139.11 provides as follows:

“In a PIPE transaction, a company
will be permitted to register the resale of securities prior to their issuance if the company has completed a Section 4(2)-exempt
sale of the securities […] to the investor, and the investor is at market risk at the time of filing of the resale registration
statement. The investor must be irrevocably bound to purchase a set number of securities for a set purchase price that is not based
on market price or a fluctuating ratio, either at the time of effectiveness of the resale registration statement or at any subsequent
date. […] There can be no conditions to closing that are within an investor’s control or that an investor can cause
not to be satisfied. For example, closing conditions in capital formation transactions relating to the market price of the company’s
securities or the investor’s satisfactory completion of its due diligence on the company are unacceptable conditions. The
closing of the private placement of the unissued securities must occur within a short time after the effectiveness of the resale
registration statement.”

U.S.
Securities & Exchange Commission

August
26, 2020

Page
4

As the interpretation states
a company may even register a secondary offering before shares are issued in a PIPE transaction. The Company is not aware of any
Staff guidance on Rule 415 addressing the appropriate length of time shares must be held in order to determine whether a purported
secondary offering is really a primary offering. In addition, the Company is not aware that the Staff has taken the position that
the period of time elapsing between a closing and effectiveness of a registration statement has raised concerns about whether the
offering is a valid secondary offering, and the Company believes such a position would be inconsistent with C&DI 139.11 mentioned
above, which allows inclusion of the securities sold after a registration statement is filed if the registration statement is not
yet effective.

Furthermore,
because the purchase price has already been agreed upon and the purchase of the Company’s ADSs is no longer within the discretion
of the Investors, they bear the investment risk of holding all of these securities to be issued under the Securities Purchase
Agreement, the same as if the securities had already been issued. The Investors participated in the private placement with the
knowledge that they might not be able to exit their positions at a profit, and they provided evidence that they purchased the
Company’s ADSs with the intent to invest, rather than to effect a distribution, as an underwriter would have.

(B)
The circumstances under which the selling shareholders received their shares

3,500,000 Class A Ordinary
Shares represented by ADSs (including 1,333,334 Class A Ordinary Shares issuable upon the exercise of PIPE warrants at $3.00 per
ADS) being registered for resale were or will be issued and sold to the Investors in an arm’s-length private placement transaction,
pursuant to a Securities Purchase Agreement that was vigorously negotiated, including the engagement of legal counsels by both
the Company and the Investors, and which complied in all respects with Section 4(a)(2) of the Securities Act. As set forth in the
Registration Statement, the Company will not receive any proceeds from the resale of these securities by the Investors. Although
the question of who receives proceeds is not the only factor on which the analysis of the character of an offering should be based,
the fact that the Company will not receive any financial benefits from the sales of the securities being registered further supports
the conclusion that the proposed offering is not a primary offering on behalf of the Company.

Furthermore,
each of the Investors specifically represented to the Company, as set forth in Section 11 of the Securities Purchase Agreement,
that it is acquiring the securities for its own account and not with a view towards distribution, and it has no contract, arrangement
or understanding with any broker, finder, investment bank, financial intermediary or similar agent with respect to any of the
transactions contemplated by the Securities Purchase Agreement.

U.S.
Securities & Exchange Commission

August
26, 2020

Page
5

(C)
Selling shareholders’ relationship with the Company

The
Investors had no relationship with the Company other than as an investor in the Company. Each of the Investors has indicated to
the Company that neither it nor any of its affiliates has held any position or office or has had any other material relationship
with the Company in the past three years. As a result, this factor weighs favorably in the Company’s determination that
the offering for resale of the Registered Shares by the Investors under the Amendment is a secondary offering and not a primary
offering.

(D)
The amount of shares being registered

The
number of shares being registered is 3,500,000 Class A Ordinary Shares, including 1,333,334 Class A Ordinary Shares issuable upon
the exercise of PIPE warrants at $3.00 per ADS, representing approximately 18.6% of the 18,849,176 ordinary shares issued and
outstanding ordinary shares. Further, the warrants issued to each of the Investors contain a provision preventing the Investors
from exercising any warrants if it would result in such investor holder more than 9.9% of the Company’s issued and outstanding
common shares. As of the date of this response letter, a total of 6,866,712 Class A Ordinary Shares, represented by ADSs, were
held by non-affiliates of the Company, including 1,882,574 that are unrestricted and freely tradable.

(E)
Whether the selling shareholders are involved in the underwriting business

To
our knowledge, none of the Investors are involved in the underwriting business.

(F)
Whether the selling shareholders act as conduit of the Company

Based on the foregoing
analysis and the totality of the facts and circumstances, the Company believes that the facts support the conclusion that the Investors
are not acting on the Company’s behalf and are motivated by their own self-interests, and therefore are not acting as conduits
of the Company.

*
* * * *

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.

    Sincerely,

    /s/
    David T. Zhang

    cc:
    Jian
    Wang, Chairman of the Board

United States securities and exchange commission logo
August 13, 2020
Jian Wang
Chairman of the Board
Lion Group Holding Ltd
Unit A-C, 33/F
Tower A, Billion Center
1 Wang Kwong Road
Kowloon Bay
Hong Kong
Re:Lion Group Holding Ltd
Registration Statement on Form F-1
Filed August 3, 2020
File No. 333-240292
Dear Mr. 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-1 filed August 3, 2020
Prospectus Cover Page, page i
1.Noting the significant proceeds to be received from the exercise of the warrants, revise to
include a "Use of Proceeds" section and include the disclosures required by Regulation S-
K Item 504.
Selling Shareholders, page 83
2.Footnotes (1) through (3) disclose holdings of shares and warrants that appear to exceed

 FirstName LastNameJian Wang
 Comapany NameLion Group Holding Ltd
 August 13, 2020 Page 2
 FirstName LastName
Jian Wang
Lion Group Holding Ltd
August 13, 2020
Page 2
those contained in the Securities Purchase Agreement filed as Exhibit 10.1, Please revise
or reconcile for the staff. In addition, revise/update Part II, Item 7. Recent Sales,
as applicable.
General
3.We note that you are registering 3,500,000 Class A Ordinary Shares represented by ADSs
for resale by certain investors who entered into a securities purchase agreement dated
August 1, 2020 and including 1,333,334 Class A Ordinary Shares issuable upon the
exercise of PIPE warrants at $3.00 per ADS. We also note the number of non-affiliate
shares appears to be approximately 2 million shares. Given the size of the resale offering
relative to the outstanding shares of common stock held by non-affiliates, it appears that
this transaction may be an indirect primary offering by or on behalf of the company.
Because you do not appear to be eligible to conduct a primary offering on Form S-3, you
are ineligible to conduct an at the market offering under Rule 415(a)(4).

If you disagree with our analysis, tell us why you believe that you can rely on Rule
415(a)(1)(i) for this transaction, why the offering is not an indirect primary offering and
provide us an analysis as to why the selling shareholders are not acting as underwriters.
 For guidance please refer to Question 612.09 in the Securities Act Rules section of our
"Compliance and Disclosure Interpretations" available on the Commission's website and
include in your response an analysis of each of the six factors outlined therein. As part of
your response, please provide us the current number of shares held by non-affiliates. Note
that we may have additional comments on your analysis and may request additional
disclosure upon review of your response. Alternatively, please consider reducing
significantly the number of shares of common stock that you are registering for resale.
            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 Michael Clampitt at 202-551-3434
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

    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

United States securities and exchange commission logo
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

April 16, 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
Registration Statement on Form F-4
Filed March 23, 2020
File No. 333-237336
Dear Mr. Sze:
            We have reviewed your 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.
Form F-4 Filed March 23, 2020
Prospectus Cover Page, page i
1.Revise the prospectus cover page to disclose the number of A and B shares that will be
issued to the sellers and the rule, regulation, or exemption under which they will be
issued. In addition, supplementally advise the staff of the facts relied upon in making this
determination.
2.Noting your last risk factor on page 33 and disclosure indicating that there will be a
concentration of ownership post-offering, please clarify whether the company will be a
"controlled company" under the definition of the NASDAQ stock exchange after the
offering and provide appropriate disclosure here, in your prospectus summary and in the
main document, as appropriate.  Include disclosure of any exemptions available to you as

 FirstName LastNameStephen Sze
 Comapany NameLion Group Holding Ltd
 April 16, 2020 Page 2
 FirstName LastNameStephen Sze
Lion Group Holding Ltd
April 16, 2020
Page 2
a result and whether or not you currently intend to use any such exemptions. Also make
corresponding changes to the related risk factor.
Frequently Used Terms, page 1
3.Add “CFD” to the list of Frequently Used Terms.
Summary of the Material Terms of the Business Combination, page 4
4.Revise to add a “Recent Developments” section and disclose any material changes since
the date of the financial statements presented in the filing, including, but not limited to,
the performance of the newly started TRS trading service, referenced on page 40.
5.Revise the fourth paragraph to disclose the aggregate value, after adjustments, as of the
most recent practicable date. In addition, disclose the shares to be issued (or range
thereof), the escrow arrangements, the earn-out provisions and any other possible material
adjustment to the consideration being paid.
6.Noting the significant influx of cash, subject to reductions from possible redemptions,
disclose how the funds will be utilized. In this regard, disclose whether there are any
plans, arrangements, and/or understanding to make any acquisitions.
Questions and Answers About the Proposals, page 6
7.Revise the Q&A regarding the valuation report to include the disclosures required by Item
1015(b) of Regulation M-A. See also Rule 14(b)(6) of Schedule 14A.
Interests of Proficient’s Directors and Officers in the Business Combination, page 19
8.Revise to disclose any finder’s fees to be paid. In addition, noting the disclosure in the
first paragraph on page 20 that prior to the meeting shareholders may purchase shares
from holders “who vote, or indicate an intention to vote, against the Business
Combination proposal”  revise to clarify how these scenarios might occur, and why they
would not involve material non-public information
Risk Factors, page 31
9.Revise to add a risk factor on the material dilution for Proficient holders, both on a no
redemption and maximum allowable redemption basis.
10.Please discuss here and elsewhere as appropriate the likelihood, business impact and
related risks of being required to register as a U.S. broker/dealer, Investment Advisor,
Investment Company or pursuant to the Commodity Exchange Act given the
proposed listing of your stock in the United States and the potential for U.S residents to
become clients despite your screening and other KYC procedures or advise.

 FirstName LastNameStephen Sze
 Comapany NameLion Group Holding Ltd
 April 16, 2020 Page 3
 FirstName LastNameStephen Sze
Lion Group Holding Ltd
April 16, 2020
Page 3
Pubco and/or its non-U.S. subsidiaries could be CFCs, page 33
11.For clarity, please spell out the abbreviation, CFC, either in the subtitle or in the first
sentence of the risk factor.
Transactions and Organizational Structure…,, page 72
12.For each entity listed on the chart, revise to add a paragraph briefly describing their
purpose, whether or not they are active, and their assets and revenues at and thru the
current period presented in the financial statements included in the prospectus.
Pro Forma Combined Balance Sheet, page 93
13.Please revise to more clearly explain how you measured the impact of pro forma
adjustment (5) and why it results in a decrease in liabilities on a pro forma basis.
CFD Trading Services, page 121
14.We note you describe the three different ways you facilitate a client's CFD trade.  Please
revise to approximate how often each method was used for each period presented, discuss
the advantages and benefits to you of each method to help a reader understand the reasons
you choose a certain method and explain how each method impacts your financial
results.
15.Noting the significant leverage, revise to add a risk factor on possible losses related to this
leverage provided or advise. In addition, disclose the aggregate amount and number of
leverage (or margin) loans provided during the last period reflected by the financial
statements.
16.Please disclose any markets in which you operate where that country's regulations prohibit
or restrict CFD trading and briefly describe the restrictions and how they are
accommodated in your on-line trading environment.
Business of Lion
Insurance Brokerage Services, page 122
17.We note your disclosure that your insurance commission income has decreased over the
past few years largely due to more stringent foreign exchange controls in China and the
unstable political environment in Hong Kong in 2019.  Please revise to provide additional
information regarding the more stringent foreign exchange controls in China and its
specific impact on your commission income to allow an investor to more fully understand
known trends and uncertainties.

 FirstName LastNameStephen Sze
 Comapany NameLion Group Holding Ltd
 April 16, 2020 Page 4
 FirstName LastNameStephen Sze
Lion Group Holding Ltd
April 16, 2020
Page 4
Lion's Management’s Discussion And Analysis Of Financial Condition And Results Of
Operations
Regulatory environment and compliance, page 139
18.Noting the statement regarding expansion into new markets subjecting you to local
regulations that could be burdensome, please expand here and elsewhere, as appropriate,
to disclose any intentions or plans regarding new markets you expect to enter or plan to
not enter.
Key Components of Results of Operations
CFD Trading Services Income, page 140
19.Please revise to quantify the amount of revenue related to (i) commissions, (ii) dealing
bid/offer spreads, (iii) trading profit and (iv) interest rate differences for each period
presented.
Certain Relationships And Related Party Transactions
Lion Related Party Transactions and Policies, page 161
20.Noting the statement here that there were no related party transactions and noting the
disclosures on page F-42 of related party transactions, please revise or advise.
Lion Financial Group Limited Financial Statements
Note 8 - Related Parties, page F-42
21.Please provide us an accounting analysis that supports your policy to present advances
from your shareholder to fund working capital needs or the repayment of advances to your
shareholder in the equity section of your balance sheet as opposed to presenting them as
liabilities or receivables.
22.Please revise to more clearly discuss and quantify the types of payments made from and to
your shareholder.  For example, we note disclosures in the filing of subscription
payments, advances from your shareholder, repayment of advances to your shareholder,
and other payments to your shareholder.  Your disclosure should allow an investor to fully
understand the contractual obligations of your shareholder and the company relating to
each type of activity.
            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.
            You may contact Michael Volley at 202-551-3437 or Amit Pande at 202-551-3423 if you

 FirstName LastNameStephen Sze
 Comapany NameLion Group Holding Ltd
 April 16, 2020 Page 5
 FirstName LastName
Stephen Sze
Lion Group Holding Ltd
April 16, 2020
Page 5
have questions regarding comments on the financial statements and related matters.  Please
contact Jessica Livingston at 202-551-3448 or Michael Clampitt at 202-551-3434 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance