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.
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.
FirstName LastNameJian Wang
Supreme Court case law and the Commission and staff have issued reports,
orders, and
Comapany NameLion
statements Group Holding
that provide guidanceLtdon when a crypto asset may be a
security for purposes of
March the
21, U.S.
2023federal
Page 2 securities laws.
FirstName LastName
Jian Wang
FirstName
Lion GroupLastNameJian
Holding Ltd Wang
Comapany
March NameLion Group Holding Ltd
21, 2023
March3 21, 2023 Page 3
Page
FirstName LastName
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