SEC Form 6-K filed by Lion Group Holding Ltd.

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 June 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 ☐

 Entry into a Memorandum of Understanding.

On June 18, 2026, Lion Group Holding Ltd. (the “Company”) entered into a memorandum of understanding (the “Memorandum of Understanding”) attached as Exhibit 10.1 herein with Aquila Hash, Inc. (“Aquila Hash”), a Delaware corporation, for the potential acquisition by the Company of 100% of the issued and outstanding capital stock of Aquila Hash.

The Memorandum of Understanding provides for a mutual due diligence and exclusivity period of 60 days and contemplates that the terms of the proposed transaction, including structure and consideration, will be set forth in a definitive agreement to be negotiated by the parties. The Memorandum of Understanding is non-binding except for certain customary provisions, and there can be no assurance that any definitive agreement will be entered into or that the transaction will be completed.

The Company has issued a press release to announce the Memorandum of Understanding, which is included as Exhibit 10.2 herein.

Exhibits.

The following exhibits are being filed herewith:

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: June 18, 2026