Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
September 06 2023 - 5:00PM
Edgar (US Regulatory)
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 August 2023
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)
3 Phillip Street, #15-04 Royal Group Building
Singapore 048693
(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 ☐
Changes in Registrant’s
Certifying Accountant.
(a) Release of Independent
Registered Public Accounting Firm
On
August 31, 2023, the audit committee of the board of directors of Lion Group Holdings Ltd (the “Company”) resolved to
release UHY LLP (“UHY”) as the Company’s independent registered public accounting firm, effective August 31,
2023.
During the two most
recent fiscal years and through the subsequent interim period preceding the release, UHY has neither provided any adverse opinion or
qualifications on the Company’s financial statements nor had a disagreement with the Company since their engagement on any matter
of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements that, if not
resolved to UHY’s satisfaction, would have caused UHY to make reference to the subject matter thereof in its reports for such fiscal
years and interim period.
During the two most
recent fiscal years and through the subsequent interim period preceding the release, there was no “reportable event” within
the meaning of Item 16F(a)(1)(v) of Form 20-F.
The Company has provided
UHY with a copy of this report prior to its filing with the Securities and Exchange Commission (the “SEC”). UHY has provided
a letter to us, dated September 6, 2023 and addressed to the SEC, which is attached hereto as Exhibit 16.1 and is hereby incorporated
herein by reference.
(b) New independent
registered public accounting firm
On
August 31, 2023, the Company has engaged HTL International, LLC (“HTL”) as its independent registered public accounting firm
to audit the Company’s consolidated financial statements as of and for the fiscal year ended December 31, 2023. The decision to
engage HTL as the Company’s independent registered public accounting firm was approved by the board of directors
of the Company.
During the two most
recent fiscal years and through the date of this report, the Company has not consulted with HTL regarding any of the following:
| 1. | the
application of accounting principles to any specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on the Company’s financial statements; |
| 2. | the
type of audit opinion that might be rendered on the Company’s financial statements
by HTL, in either case where written or oral advice provided by HTL would be an important
factor considered by the Company in reaching a decision as to any accounting, auditing or
financial reporting issues; or |
| 3. | any
matter that was either the subject of a disagreement (as defined in paragraph (a)(1)(iv)
of Item 304 of Regulation S-K and the related instructions thereto) or a reportable event
(as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K). |
INCORPORATION BY REFERENCE
This Report on Form 6-K shall be deemed to be incorporated by reference into the registration statements on Form F-3 (No. 333-269333)
and Form S-8 (No. 333-251127) of the Company and the prospectuses incorporated therein, and to be a part thereof from the date on which
this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
Financial Statements
and Exhibits.
(d) Exhibits
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 6, 2023
|
LION GROUP HOLDING LTD. |
|
|
|
|
By: |
/s/ Chunning
Wang |
|
Name: |
Chunning Wang |
|
Title: |
Chief Executive Officer and Director |
4
Exhibit 16.1
![](https://www.sec.gov/Archives/edgar/data/1806524/000121390023074421/ex16-1_001.jpg)
|
1185 Avenue of the Americas, 38th Floor
New York, NY 10036 |
|
Phone |
212-381-4700 |
|
Fax |
212-381-4811 |
|
Web |
www.uhy-us.com |
September
6, 2023
Securities
and Exchange Commission
100
F. Street, N.E.
Washington,
DC 20549-7561
Re:
Lion Group Holding Ltd.
Commission
File Number: 001-39301
Commissioners:
We
have read the statements made by Lion Group Holding Ltd. under Form 6-K dated September 6, 2023, in which we were informed of our dismissal
on August 31, 2023. We agree with the statements concerning our Firm in such Form 6-K; we are not in a position to agree or disagree
with other statements of Lion Group Holding Ltd. contained therein.
We
hereby consent to the filing of this letter as an exhibit to the foregoing report on Form 6-K.
Sincerely,
An
Independent Member of Urbach Hacker Young International
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