[6-K] Lion Group Holding Ltd. American Depositary Share Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Kingsway Financial Services Inc. (NYSE: KFS) has executed a bolt-on acquisition and associated financing. On 1 July 2025 the company’s subsidiary, Longhorns Acquisition LLC, closed a Stock Purchase Agreement to purchase 100% of the equity of Roundhouse Electric & Equipment Co., Inc. The deal was priced off an enterprise valuation of $22.35 million; consideration consisted of (i) approximately $3.5 million in rollover phantom equity rights granted to the sellers and (ii) cash consideration equal to the valuation less the phantom equity. Of the cash component, $1.313 million is held in escrow for potential purchase-price adjustments, indemnities and tax items. Closing was effective 12:01 a.m. CT, 1 July 2025.

Representations, warranties and indemnities are customary. Seller exposure for non-fundamental reps is subject to a $110,000 deductible and a $120,000 cap; Kingsway Buyer’s symmetrical cap equals the preliminary purchase price. Kingsway Buyer has placed a representations-and-warranties insurance policy to backstop certain liabilities.

Credit facility — To fund the transaction Kingsway Buyer and Roundhouse entered into a new secured facility with Main Street Bank comprising:

• $11 million ten-year Term Loan, rate: 1-month Term SOFR + 3.30 % (floor 5.00 %).
• $0.5 million Revolving Line, rate: WSJ Prime + 0.75 % (floor 6.50 %).
• $0.75 million Equipment Guidance Line, fixed rate: FHLB Boston 7-Year Classic + 2.50 % (floor 7.00 %).

Pre-payment penalties of 1 %-3 % apply until 30 June 2028; thereafter no premium. The facility is non-recourse to Kingsway or its non-borrower subsidiaries.

Key covenants:

• Debt Service Coverage Ratio >= 1.20×.
• Senior Funded Debt Ratio <= 3.00×.
• Total Funded Debt Ratio <= 4.00×.

Customary events of default can accelerate repayment.

Reg-FD disclosure: Kingsway issued a press release (Ex. 99.1) on 2 July 2025 announcing the transaction; the release is furnished, not filed.

Positive

• Completed strategic acquisition of Roundhouse Electric & Equipment Co. at an enterprise value of $22.35 million, expanding Kingsway’s operating portfolio.
• Favorable long-term financing: ten-year $11 million term loan with competitive spread and no prepayment penalty after June 2028.
• Non-recourse structure avoids parent-level guarantees, containing downside for KFS shareholders.
• Escrow of $1.313 million and R&W insurance provide additional protection against post-closing adjustments and indemnity claims.

Negative

• Incremental leverage: new term loan, revolver and equipment line increase consolidated debt and introduce floating-rate exposure.
• Limited seller indemnity caps ($120 k for non-fundamental reps) may leave Kingsway exposed to unforeseen liabilities beyond insurance coverage.
• Financial covenants (DSCR 1.20×, debt ratios 3.0×/4.0×) could constrain flexibility if Roundhouse underperforms.

Insights

Financial Analyst

TL;DR: Acquisition adds a new operating subsidiary while leveraging balance sheet with a modestly sized, covenant-driven credit package—net positive.

The $22.35 million Roundhouse purchase broadens KFS’s non-insurance revenue base. Cash outlay is limited by a $3.5 million phantom-equity rollover, preserving liquidity. Financing terms are reasonable: 1-month SOFR + 3.30 % with a 5 % floor is competitive given current rate environment, and the ten-year amortisation smooths cash flow. Debt-service, senior-debt and total-debt covenants provide headroom of roughly 20-25 % to typical pro-forma ratios for similar industrial businesses, reducing default risk. Absence of a parent guarantee shields KFS shareholders from direct recourse. Overall the transaction should be accretive provided Roundhouse sustains cash generation.

Risk Analyst

TL;DR: New leverage and post-closing adjustment risk temper benefits; impact neutral to slightly positive.

While the acquisition is strategic, Kingsway assumes an $11 million term loan at a floating rate subject to a 5 % floor, exposing earnings to rate volatility. The escrow and indemnity structure caps seller liability at only $120 k for non-fundamental breaches, shifting residual risk to insurance whose coverage limits are undisclosed. Covenants—particularly the 1.20× DSCR—could tighten if Roundhouse underperforms, potentially restricting distributions. Lack of parent guarantee mitigates contagion but could raise borrowing costs elsewhere. Net-net, leverage and integration execution risk offset much of the upside.

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 July 2025

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 ☐

Other Information

Attached hereto as Exhibit 99.1 is a press release dated July 7, 2025.

Exhibit		Description
99.1		Press release, dated July 7, 2025

1

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: July 7, 2025

	LION GROUP HOLDING LTD.
	By:	/s/ Chunning Wang
	Name:	Chunning Wang
	Title:	Chief Executive Officer and Director

2

FAQ

What did Kingsway Financial Services (KFS) acquire on July 1 2025?

KFS, through Longhorns Acquisition LLC, acquired all outstanding equity of Roundhouse Electric & Equipment Co., Inc..

What was the purchase price structure for the Roundhouse acquisition?

The deal was based on a $22.35 million enterprise value and included $3.5 million in rollover phantom equity with the balance paid in cash.

How is Kingsway financing the acquisition of Roundhouse?

Financing includes a new $11 million term loan, a $500 k revolver and a $750 k equipment line from Main Street Bank, plus cash on hand.

What interest rates apply to the new debt facilities?

Term Loan: 1-month Term SOFR + 3.30 % (floor 5 %); Revolver: WSJ Prime + 0.75 % (floor 6.5 %); Equipment Loan: FHLB Boston 7-Year Classic + 2.50 % (floor 7 %).

Are there prepayment penalties on the new term loan?

Yes. A 1 %–3 % fee applies to prepayments made before 30 June 2028; no premium or penalty applies thereafter.

What key financial covenants must Kingsway meet under the Credit Agreement?

Borrowers must keep Debt Service Coverage ≥ 1.20×, Senior Funded Debt ≤ 3.00× and Total Funded Debt ≤ 4.00×.

Did Kingsway issue a press release about the acquisition?

Yes. A press release dated July 2 2025 (Exhibit 99.1) announced the completion of the Roundhouse purchase.