SCHEDULE: ATW Funds Disclose 9.9% Passive Stake in Lion Group Holding Ltd.
Beneficial Ownership Disclosure
ATW Opportunities Master Fund and affiliated entities have disclosed a 9.9% beneficial ownership stake in Lion Group Holding Ltd., primarily through a combination of direct shareholdings, warrants, and convertible debt, subject to a 9.99% ownership blocker.
Summary
- The filing identifies ATW Opportunities Master Fund, L.P., ATW Opportunities Master Fund II, LP, ATW Master Fund V LP, ATW Partners Opportunities Management, LLC, Kerry Propper, and Antonio Ruiz-Gimenez as the reporting persons.
- The issuer is Lion Group Holding Ltd., with its principal executive offices located in Singapore.
- The securities involved are Class A Ordinary Shares represented by American Depositary Shares (ADSs), with CUSIP number 53620U102.
- The aggregate amount beneficially owned by each reporting person is 277,558 shares, representing 9.9% of the class.
- Ownership includes 115,647 direct shares held by ATW Opportunities Master Fund, L.P., along with shares acquirable through the exercise of warrants and convertible debt held by the Funds.
- A 'Blocker' provision prevents the Funds from exercising warrants or converting debt if it would result in beneficial ownership exceeding 9.99% of the outstanding shares.
- The percentage of class is calculated based on 1,281,237,399 Class A Ordinary Shares outstanding as of December 31, 2024, as reported in the Issuer's Form 20-F filed on April 30, 2025, plus the approximate total number of shares acquirable subject to the Blocker.
- The reporting persons disclaim beneficial ownership of the shares except to the extent of their pecuniary interest.
- The securities were not acquired and are not held for the purpose of changing or influencing the control of the issuer, nor in connection with any transaction having that purpose or effect, other than activities solely in connection with a nomination under Rule 14a-11.
Sentiment
Score: 5
Explanation: Neutral. This is a factual disclosure of a passive ownership stake, not an announcement of positive or negative company performance or strategic changes.
Positives
- The investment is passive, not intended to influence control, which can be seen as a stable, long-term interest from the reporting funds.
Future Outlook
No forward-looking statements or guidance regarding the company's future performance or strategic direction are provided in this beneficial ownership disclosure.
Industry Context
This filing is a routine disclosure of a passive investment stake by a group of funds and individuals in a publicly traded company. It does not provide broader industry trends or competitive analysis.
Stakeholder Impact
- Shareholders: Disclosure of a significant passive investor may provide some stability or confidence, but no direct operational or strategic impact on the company is indicated by this filing.
Key Dates
| Date | Description |
|---|---|
| 12/31/2024 | Date as of which 1,281,237,399 Class A Ordinary Shares were outstanding, as stated in the Issuer's Form 20-F. |
| 04/30/2025 | Date the Issuer's Form 20-F was filed, providing the outstanding share count. |
| 07/02/2025 | Date of the event which required the filing of this statement. |
| 07/09/2025 | Date the Schedule 13G statement was signed by the reporting persons. |
Keywords
Lion Group Holding Ltd, LION, ATW Opportunities Master Fund, ATW Partners, Schedule 13G, Beneficial Ownership, American Depositary Shares, Class A Ordinary Shares, Investment, Passive Stake
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