Lion Financial Group Limited entered into letter of intent to acquire Proficient Alpha Acquisition Corp. (NasdaqCM:PAAC) for approximately 120 million in a reverse merger transaction on December 17, 2019. Lion Financial Group Limited entered into a definitive business combination agreement to acquire Proficient Alpha Acquisition Corp. March 10, 2020. As per the terms of the transaction, a newly formed Cayman Islands holding company (“Pubco”) will acquire 100% of the issued and outstanding shares of Lion in exchange for newly issued shares of Pubco and Proficient will merge with a newly formed subsidiary of Pubco, pursuant to which each Proficient security holder will receive in exchange for their Proficient securities a substantially equivalent security of Pubco. One (1) Lion Group Holding Ltd. American Depositary Share representing a Class A Ordinary Share (LGHL) for each share held, One (1) Lion Group Holding Ltd. Warrant to purchase American Depositary Shares (LGHLW) for each warrant held, Each right will be exercised in accordance with its terms and holders will receive the appropriate amount of Lion Group Holding Ltd American Depositary Shares and Each unit will be separated into its components. In the transaction, certain Lion shareholders currently owning approximately 75% of the issued and outstanding capital shares of Lion will receive new Pubco Class B stock entitling them to 10 votes per share. Assuming no redemption by Proficient shareholders and no purchase price adjustments, immediately following the closing, the current shareholders of Lion and Proficient are expected to hold approximately 44% and 56% of the economic value of the issued and outstanding shares of Pubco, respectively. Holders of the Pubco Class B stock collectively are expected to hold a majority of the voting power of Pubco following the closing. As part of the transaction, 45% of the Pubco shares being issued to Lion shareholders in the form of Pubco Class B stock will be placed into escrow, with 15% to be used to satisfy post-closing purchase price adjustments and indemnification claims and 30% subject to vesting upon Lion satisfying certain net income milestones. All cash remaining in Proficient at the closing of the transaction after paying off transaction expenses and Proficient liabilities is expected to be used for Lion's growth. After closing new company will be named as Lion Group Holding Ltd. Lion will pay Proficient a termination fee of $2.3 million plus expenses as liquidated damages.

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.