Item 5.07 Submission of Matters to a Vote of Security Holders.
As previously reported, on March 10, 2020, Proficient Alpha Acquisition Corp.
(the "Company") entered into a Business Combination Agreement, dated as of March
10, 2020 (as amended, including as amended and restated by the First Amended and
Restated Business Combination Agreement, dated as of May 12, 2020, the "Business
Combination Agreement") with Lion Financial Group Limited, a corporation
organized under the laws of the British Virgin Islands ("Lion"), Lion Group
Holding Ltd., a Cayman Islands exempted company and wholly-owned subsidiary of
Lion ("Pubco"), Lion MergerCo I, Inc., a Delaware corporation and a wholly-owned
subsidiary of Pubco, the shareholders of Lion and the other parties thereto.
Merger Meeting
On June 3, 2020, the Company held a special meeting of stockholders (the "Merger
Meeting") with respect to the business combination with Lion contemplated by the
Business Combination Agreement (the "Business Combination"). There were
14,467,000 shares of common stock of the Company issued and outstanding on April
27, 2020, the record date for the Merger Meeting. At the Merger Meeting, there
were 10,977,994 shares present in person or by proxy, representing approximately
75.88% of the total shares outstanding as of the record date, which constituted
a quorum.
The Company's stockholders voted on the following proposals at the Merger
Meeting, each of which was approved. The final vote tabulation for each proposal
is set forth below.
1. To approve the Business Combination Agreement and the transactions
contemplated by the Business Combination Agreement.
For Against Abstentions Broker Non-Votes
10,745,994 232,000 0 0
2. To approve, for purposes of complying with applicable Nasdaq Stock Market LLC
listing rules, the issuance of more than 20% of the Company's issued and
outstanding shares of common stock in financing transactions in connection
with the proposed Business Combination.
For Against Abstentions Broker Non-Votes
10,760,694 230,000 0 0
Extension Meeting
On June 3, 2020, the Company held a separate special meeting of stockholders
(the "Extension Meeting") to amend the Company's amended and restated articles
of incorporation (the "Charter Amendment") to extend the date by which the
Company has to consummate a Business Combination from June 3, 2020 to September
3, 2020 (the "Extension Amendment Proposal"). There were 14,467,000 shares of
common stock of the Company issued and outstanding on April 27, 2020, the record
date for the Extension Meeting. At the Extension Meeting, there were 9,998,749
shares present in person or by proxy, representing approximately 69.11% of the
total shares outstanding as of the record date, which constituted a quorum.
The final voting results for the Extension Amendment Proposal were as follows:
For Against Abstain Broker Non-Votes
8,745,745 1,253,004 0 0
Stockholders holding 11,049,426 shares of the Company's common stock exercised
their right to redeem such shares for a pro rata portion of the funds in the
Company's trust account ("Trust Account"). As a result, approximately $112.54
million (approximately $10.185 per share) will be removed from the Trust Account
to pay such holders.
The Company filed the Charter Amendment with the Nevada Secretary of State on
June 3, 2020. Copies of the Company's amended and restated articles of
incorporation and the Charter Amendment are attached hereto as Exhibits 3.1 and
3.2, respectively, and are incorporated by reference.
Item 8.01 Other Events
On June 4, 2020, the Company issued a press release announcing that the
stockholders of the Company had approved the Business Combination Agreement and
the transactions contemplated thereby and the extension of the deadline to
consummate a business combination. A copy of the press release is filed as
Exhibit 99.1 hereto and is incorporated by reference.
In connection with the Charter Amendment, Lion exercised its right under the
Business Combination Agreement to extend the outside date of the Business
Combination Agreement to July 3, 2020.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
3.1 Amended and Restated Articles of Incorporation of Proficient as filed
with the Nevada Secretary of State on May 29, 2019 (incorporated by
reference to Exhibit 3.1 of Proficient's Form 8-K (File No. 001-38925),
filed with the SEC on June 4, 2019).
3.2 Certificate of Amendment to Amended and Restated Articles of
Incorporation of Proficient as filed with the Nevada Secretary of State
on June 3, 2020
99.1 Press Release, dated June 4, 2020
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