March 24, 2023


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Lion Announces Response to SEC Advice Issued on April 12, 2021 Applicable to Warrants Issued by Unique Intent Acquisition Providers (“SPACs”)

HONG KONG, June 11, 2021 /PRNewswire/ — Lion Group Keeping Ltd. (“Lion” or “the Company”) (NASDAQ: LGHL), operator of an all-in-1 buying and selling system that presents a huge spectrum of solutions and products and services with a focus on Chinese traders, declared today in a Recent Report on Sort 6-K, that as a result of recently issued direction provided by the Division of Corporate Finance of the Securities and Trade Fee (the “SEC”) on April 12, 2021 for all SPAC-connected firms regarding the classification of their warrants for accounting and reporting reasons (the “SEC Statement”), it will restate its beforehand issued consolidated money statements included on the Sort 20-F for the 12 months finished December 31, 2020.

The restatement pertains to the accounting treatment for community and personal warrants (the “Public Warrants” and “Non-public Warrants”) issued in relationship with the first community presenting of Proficient Alpha Acquisition Corp. (“PAAC”) and recorded to the Firm’s consolidated economic statements as a consequence of the Firm’s merger with PAAC, a SPAC and lawful predecessor of the Organization, and Lion Economic Group Confined on June 16, 2020 (the “Organization Mixture”).

Consistent with current market apply among the SPACs, the Enterprise experienced been accounting for the General public and Non-public Warrants as equity. Even so, constant with the the latest SEC Assertion, the Business intends to restate specific of its historical financial statements these that the General public and Private Warrants are accounted for as liabilities and marked-to-marketplace every reporting time period (the “restatement”). In common, under the mark-to-sector accounting product, as the stock value increases, the reasonable worth of the warrant liabilities will increase, and the Enterprise recognizes further non-working cost in its money statement – with the opposite influence when the inventory price declines.

The Corporation does not foresee the restatement to impact its previously communicated non-GAAP working metrics for 2020.

As a result of the restatement and the minimize in the Firm’s inventory value in excess of the applicable time period, the Firm expects to acknowledge incremental non-working revenue of roughly $.8 million for the time period from June 16, 2020 by means of December 31, 2020. There will be no affect to the Company’s beforehand documented net cash flow.

The adhering to presents additional depth with regards to how the Organization presently anticipates the restatement will influence its consolidated economic statements:

  • Opening Harmony Sheet Impacts — As of the date of the Business enterprise Mixture (June 16, 2020), the honest value of the Public and Private Warrants will be reflected as warrant liabilities in the harmony sheet with a corresponding offset in Additional compensated-in-capital in equity.

  • Cash flow Statement Impacts — Subsequent to the close of the Company Mixture, any adjust in the good worth of the General public and Non-public Warrants is regarded in the cash flow statement underneath functioning earnings as “Adjust in reasonable worth of warrant liabilities” with a corresponding sum regarded in the harmony sheet. (In the Firm’s scenario, this is regarded as warrant liabilities below latest liabilities in the equilibrium sheet).

  • Balance Sheet Impacts — As is mentioned over, the stability of the warrant liabilities on the balance sheet reflects the fair benefit of the Warrants.

  • Cash Flow Impacts — The influence of the improvements in reasonable benefit of the Public and Non-public Warrants has no impression on web funds offered by (made use of for) operating routines.

  • Assertion of Equity Impacts — The impression to Extra compensated-in-money as of the opening harmony sheet is highlighted higher than.

These estimates are subject to alter as management completes the restatement, and the Firm’s unbiased registered community accounting organization has not audited or reviewed these estimates. As a outcome, the envisioned economical impact explained over is preliminary and subject matter to adjust.

Finally, as of now, the Company has somewhere around 11.5 million General public Warrants and 5.4 million Private Warrants exceptional. No Community or Personal Warrants have been exercised or redeemed given that initially issued.

About Lion

Lion Group Keeping Ltd. (NASDAQ: LGHL) operates an all-in-1 buying and selling platform that features a vast spectrum of products and expert services with a concentrate on Chinese investors. By means of its condition-of-the-art technological know-how, Lion presents contract-for-variance (CFD) investing, insurance plan brokerage, futures brokerage, and securities brokerage on its system, which can be accessed through programs accessible on the iOS, Android, Home windows, and macOS methods. Lion’s customers are properly-educated and affluent Chinese personal investors residing equally within and exterior the PRC as well as institutional clients in Hong Kong. Additional data may possibly be discovered at

Forward-On the lookout Statements

This push release includes, “ahead-wanting statements” inside of the this means of the “harmless harbor” provisions of the Personal Securities Litigation Reform Act of 1995. Lion’s real outcomes may possibly vary from their anticipations, estimates and projections and for that reason, you should not rely on these ahead-searching statements as predictions of long run events. Words and phrases this kind of as “expect,” “estimate,” “task,” “spending plan,” “forecast,” “foresee,” “intend,” “system,” “may perhaps,” “will,” “could,” “ought to,” “thinks,” “predicts,” “potential,” “could” and “carries on,” and equivalent expressions are intended to identify these ahead-seeking statements. These ahead-searching statements consist of, without the need of limitation, Lion’s anticipations with regard to foreseeable future effectiveness and expected economic impacts of the Company mixture, the pleasure of the closing conditions to the small business combination and the timing of the completion of the business enterprise mixture. These ahead-hunting statements entail important pitfalls and uncertainties that could induce real effects to vary materially from predicted results. Most of these aspects are exterior the manage of Lion and are difficult to forecast. Variables that may trigger these types of distinctions contain, but are not constrained to: (1) the incapacity to sustain the listing of the submit-acquisition company’s ADSs on NASDAQ subsequent the organization mixture (2) the possibility that the enterprise mixture disrupts present plans and functions as a end result of the announcement and consummation of the transactions described herein (3) the incapability to identify the predicted added benefits of the company combination, which might be afflicted by, between other things, competitors, the capability of the put together enterprise to mature and control advancement profitably and retain its essential workforce (4) prices linked to the business enterprise mix (5) adjustments in applicable legislation or polices (6) the likelihood that Lion could be adversely influenced by other economic, small business, and/or aggressive aspects and (7) other pitfalls and uncertainties to be discovered in the proxy assertion/prospectus relating to the small business mix, like those people under “Possibility Aspects” therein, and in other filings with the Securities and Trade Commission (“SEC”) made by Lion. Lion cautions that the foregoing listing of aspects is not distinctive. Lion cautions viewers not to area undue reliance on any forward-seeking statements, which communicate only as of the day manufactured. Lion does not undertake or accept any obligation or endeavor to launch publicly any updates or revisions to any ahead-wanting statements to replicate any modify in its expectations or any alter in activities, ailments or situation on which any these kinds of statement is based mostly, issue to applicable law.


Lion Group Holding
Tel: +852 2820 9011
E-mail: [email protected]

William Zima
Tel: +1 203 682 8233
Electronic mail: [email protected]



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