Item 8.01 Other Events
On March 10, 2020, Proficient Alpha Acquisition Corp., a Nevada corporation (the
"Company"), issued a press release announcing the execution of a Business
Combination Agreement (the "Business Combination Agreement") providing for the
combination of the Company and Lion Financial Group Limited, a British Virgin
Islands corporation ("Lion") and Hong Kong-based diversified financial services
company, under a new holding company named Lion Group Holding Ltd., a Cayman
Islands exempted company ("Pubco"). A copy of the press release is attached
hereto as Exhibit 99.1 and incorporated herein by reference.
Forward-Looking Statements
This report contains forward-looking statements that involve risks and
uncertainties concerning the Company's proposed business combination with Lion
(the "Business Combination"), Lion's expected financial performance, as well as
its strategic and operational plans. Actual events or results may differ
materially from those described in this report due to a number of risks and
uncertainties. These risks and uncertainties could cause actual results or
outcomes to differ materially from those indicated by such forward
looking-statements. These risks and uncertainties include, but are not limited
to: (1) the occurrence of any event, change or other circumstances that could
give rise to the termination of the Business Combination Agreement; (2) the
outcome of any legal proceedings that may be instituted against the Company,
Lion or others following announcement of the Business Combination Agreement and
the transactions contemplated therein; (3) the inability to complete the
transactions contemplated by the Business Combination Agreement due to the
failure to obtain approval of the stockholders of the Company; (4) the inability
to complete the transactions contemplated by the Business Combination Agreement
due to the failure to obtain consents and approvals of Lion's shareholders and
investors; (5) delays in obtaining, adverse conditions contained in, or the
inability to obtain necessary regulatory approvals required to complete the
transactions contemplated by the Business Combination Agreement; (6) the risk
that the Business Combination disrupts current plans and operations as a result
of the announcement and consummation of the transactions described herein; (7)
the inability to recognize the anticipated benefits of the Business Combination;
(8) the ability to obtain or maintain the listing of Pubco's securities on The
Nasdaq Stock Market, following the Business Combination, including having the
requisite number of stockholders; (9) costs related to the Business Combination;
(10) changes in applicable laws or regulations; (11) the possibility that Lion
may be adversely affected by other economic, business, and/or competitive
factors; and (12) other risks and uncertainties indicated from time to time in
filings with the Securities and Exchange Commission (the "SEC") by the Company
or Pubco.
Readers are referred to the most recent reports filed with the SEC by the
Company. Readers are cautioned not to place undue reliance upon any
forward-looking statements, which speak only as of the date made, and we
undertake no obligation to update or revise the forward-looking statements,
whether as a result of new information, future events or otherwise.
Additional Information
Pubco intends to file with the SEC a Registration Statement on Form F-4, which
will include a preliminary proxy statement of the Company and a prospectus in
connection with the Business Combination. The Company will mail a definitive
proxy statement and other relevant documents to its stockholders. Stockholders
of the Company and other interested persons are advised to read, when available,
the preliminary proxy statement, and amendments thereto, and the definitive
proxy statement in connection with the Company's solicitation of proxies for the
special meeting to be held to approve the Business Combination because these
documents will contain important information about the Company, Lion, Pubco and
the Business Combination. The definitive proxy statement will be mailed to
stockholders of the Company as of a record date to be established for voting on
the Business Combination. Stockholders will also be able to obtain copies of the
Registration Statement and the proxy statement/prospectus, without charge, once
available, on the SEC's website at www.sec.gov or by directing a request to the
Company by contacting its Chief Financial Officer, Tracy Luo, c/o Proficient
Alpha Acquisition Corp., 40 Wall St., 29th Floor, New York, New York 10005, at
(917) 289-0932 or at info@paac-us.com.
(1)
Participants in the Business Combination
Pubco, the Company, and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from the stockholders
of the Company in connection with the Business Combination. Information
regarding the officers and directors of the Company is set forth in the
Company's annual report on Form 10-K, which was filed with the SEC on December
30, 2019. Additional information regarding the interests of such potential
participants will also be included in the Registration Statement on Form F-4
(and will be included in the definitive proxy statement/prospectus for the
Business Combination) and other relevant documents filed with the SEC.
Disclaimer
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be unlawful prior to
the registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.
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