UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of September 2026

Commission File Number: 001-39301

LION GROUP HOLDING LTD.

Not Applicable

(Translation of registrant’s name into English)

Cayman Islands

(Jurisdiction of incorporation or organization)

10 Ubi Crescent, #06-51 (Office 12), Ubi Techpark

Singapore 408574, Lobby C

(Address of principal executive office)

Registrant’s phone number, including area code

+65 8877 3871

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒         Form 40-F ☐

Information Contained in this Form 6-K Report

Subsequent Offering under Purchase Agreement.

On September 28, 2025, Lion Group Holdings Ltd. (the “Company”) consummated its subsequent offering (“Subsequent Offering”) of an additional senior secured convertible note (the “Subsequent Offering Note”) to an institutional buyer (the “Buyer”) pursuant to the terms of the Securities Purchase Agreement (the “Purchase Agreement”) and related transaction documents dated June 17, 2025 and as amended on December 5, 2025 entered by the Company and the Buyer as previously disclosed in the current report on Form 6-K filed with the United States Securities and Exchange Commission (the “Commission”) on December 4, 2025.

At the closing of the Subsequent Offering, the Company sold to the Buyer the Subsequent Offering Note in the principal amount of $3,000,000. The Subsequent Offering Note was offered on the same terms as the senior secured convertible notes issued to the Buyer on June 18, 2025. The net proceeds from the Subsequent Offering will be used for general working capital purposes and to fund the Company’s restructuring of Skyfame Realty (Holdings) Limited (In Liquidation) (Stock Code: 00059.HK) (“Skyfame”) (the “Skyfame Restructuring”). None of the proceeds from the Subsequent Offering will be deposited into the collateral account or used for the purchase of tokens, as originally contemplated under the Purchase Agreement.

The Company anticipates that the Skyfame Restructuring may require additional capital beyond the proceeds of the Subsequent Offering in order to be fully executed. The Company will evaluate its financing options as the Skyfame Restructuring progresses.

The offer and sale to the Buyer of the Subsequent Offering Note, as well as the American Depositary Shares of the Company issuable upon conversion of or in payment of interest on the Subsequent Offering Note, will be made in reliance upon Section 4(a)(2) under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), or upon such other exemption or exclusion from the registration requirements of the Securities Act as may be available with respect to any or all of the transactions with the Buyer to be made under the Purchase Agreement.

The foregoing descriptions of the Subsequent Offering Note are not complete and are qualified in their entirety by reference to the full text of the form of the Subsequent Offering Note, copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference. 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: September 29, 2026

ATTACHMENTS / EXHIBITS

FORM OF SUBSEQUENT OFFERING NOTE