Lion Financial Group Limited completed the acquisition of Proficient Alpha Acquisition Corp. in a reverse merger transaction.
As on May 12, 2020, the parties entered into the First Amended and Restated Business Combination Agreement pursuant to which the Original Agreement was amended and restated in its entirety to provide, among other things, (i) that each applicable security holder of Proficient immediately prior to the effective time of the Merger shall receive the equivalent number of Pubco's American depositary shares (ADSs), each of which represents one Class A ordinary share of Pubco, in lieu of the Class A Ordinary Shares such security holder would otherwise receive in the Merger, and (ii) that Pubco shall establish one or more sponsored American depositary receipt (ADR) facilities for the purpose of issuing the ADSs. Following the closing of the transaction, Lion's current management team with Wilson (Chunning) Wang as Chief Executive Officer, Hua Luo as Chief Operating Officer and Jian Wang as Chairman of the Board of Directors will lead the combined entity and Lion will remain headquartered in Hong Kong.
The transaction closing is subject to customary conditions including the approval of the Business Combination Agreement by parties, receipt by Lion of all consents required to be obtained from the Securities and Futures Commission of Hong Kong and the Cayman Islands Monetary Authority, Proficient having at least $5 million in net tangible assets as of the Closing, the Exchange Shares (including the Escrow Shares) shall have been approved for listing on Nasdaq, obtaining antitrust approval, execution of employment agreement, registration statement being declared effective by the SEC, and execution of registration rights agreement. PROFICIENT Board unanimously recommended shareholders to vote in favor of the transaction. As on June 4, 2020, the transaction was approved by the shareholders of Proficient Alpha Acquisition Corp. Transaction is expected to close on June 3. 2020. As of May 18, 2020, A proposal was made to proficient's shareholders to approve extension of combination from June 3, 2020 to September 3, 2020.
I-Bankers Securities Incorporated acted as financial advisor alongside Barry I. Grossman and Matthew A. Gray of Ellenoff Grossman & Schole LLP, Harney Westwood & Riegels and Han Kun Law Offices acting as legal advisors for Proficient Alpha Acquisition Corp. David Zhang and Ben James of Kirkland & Ellis, James Hu, Christian Nagler, Vivek Ratnam, Brooks Antweil and Dean Shulman of Kirkland & Ellis LLP, Ogier Group L.P. and O Tse & Co acted as legal advisors to Lion Financial Group Limited.Morrow & Co., LLC acted as proxy solicitor to Proficient Alpha Acquisition Corp. Proficient Alpha Acquisition will pay $0.02 million to Grant Thornton LLP for acting as an accountant.
Lion Financial Group Limited completed the acquisition of Proficient Alpha Acquisition Corp. (NasdaqCM:PAAC) in a reverse merger transaction on June 16, 2020. As a result of this transaction, the common stock (PAAC), rights (PAACR), warrants (PAACW), and units (PAACU) will be suspended from trading. The combined company will list its American Depositary Shares (LGHL) and Warrants (LGHLW) on the Nasdaq Capital Market.