Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed in its Current Report on Form 8-K filed on March 16,
2020, on March 10, 2020, Proficient Alpha Acquisition Corp. ("Proficient")
entered into a Business Combination Agreement (the "Original 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 ("Merger
Sub"), Shih-Chung Chou, an individual, in the capacity as the Purchaser
Representative thereunder, Jian Wang and Legend Success Ventures Limited, each,
in the capacity as a Seller Representative thereunder, and each of the holders
of Lion's outstanding capital shares (the "Sellers"). Unless otherwise defined
herein, the capitalized terms used below are defined in the Business Combination
Agreement.
On May 12, 2020, the parties to the Original Agreement entered into the First
Amended and Restated Business Combination Agreement (the "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 (defined below) shall receive the equivalent number of Pubco's American
depositary shares ("ADSs"), each of which represents one Class A ordinary share
of Pubco (the "Class A Ordinary Shares"), 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.
Prior to the effective time of the merger of Merger Sub with and into Proficient
pursuant to the Business Combination Agreement (the "Merger"), Pubco will
designate a U.S. bank or trust company reasonably acceptable to Proficient to
act as the agent of Pubco for the purposes of distributing the ADSs. At or
substantially concurrently with the effective time of the Merger, Pubco shall
(i) allot and issue, or cause to be allotted and issued, to the depositary bank
a number of Class A Ordinary Shares equal to the aggregate number of ADSs to be
issued to the holders of shares of Proficient's common stock and Proficient's
rights, and (ii) deposit or cause to be deposited with the such agent, for the
benefit of the recipients of the ADSs, the uncertificated book-entries
representing such aggregate number of ADSs, and the depositary bank shall be
authorized to issue the ADSs representing such Class A Ordinary Shares in
accordance with this Business Combination Agreement.
Immediately after the effective time of the Merger, the agent shall distribute
the ADSs to the former holders of shares of Proficient's common stock and
Proficient's rights. After the effective time, upon any exercise of Pubco's
private warrants and Pubco's public warrants (the "Pubco Warrants") by the
holders thereof, Pubco will promptly allot and issue, or cause to be allotted
and issued, to the depositary bank a number of Class A Ordinary Shares
underlying such exercised Pubco Warrant, at which time the agent shall
distribute to the holder of such exercised Pubco Warrant, a number of ADSs equal
to such Class A Ordinary Shares underlying such exercised Pubco Warrant. The
agent shall not be entitled to vote or exercise any rights of ownership with
respect to ADSs held by it, however it shall receive and hold all dividends or
other distributions paid or distributed with respect thereto for the account of
the ADS holders entitled to such dividends or distributions.
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In addition, Pubco agreed to prepare and use its reasonable best efforts to
cause its depositary bank to file with the SEC a registration statement on Form
F-6 (the "Form F-6") for the issuance of the ADSs.
Pubco also agreed that it would cause one or more sponsored ADR facilities to be
established with its depositary bank for the purpose of issuing the ADS,
establishing each ADR facility and filing the Form F-6.
This section describes the material amendments made in the Business Combination
Agreement to the Original Agreements but does not purport to describe all of the
terms thereof. Proficient's stockholders, warrant holders, rights holders and
other interested parties are urged to read the Business Combination Agreement in
its entirety. A copy of the Business Combination Agreement is filed with this
Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by
reference, and the foregoing description of the Business Combination Agreement
is qualified in its entirety by reference thereto.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
2.1* First Amended and Restated Business Combination Agreement, dated as of
May 12, 2020, by and among Proficient Alpha Acquisition Corp., Shih-Chung
Chou, in the capacity as the Purchaser Representative, Lion Group Holding
Ltd., Lion MergerCo I, Inc., Lion Financial Group Limited, Wang Jian and
Legend Success Ventures Limited, in the capacity as the Seller
Representatives and the stockholders of Lion Financial Group Limited named
therein.
* The exhibits and schedules to this Exhibit have been omitted in accordance
with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish
supplementally a copy of all omitted exhibits and schedules to the Securities
and Exchange Commission upon its request.
ADDITIONAL INFORMATION
Lion Group Holding Ltd., a Cayman Islands exempted company ("Pubco") intends to
file with the Securities and Exchange Commission (the "SEC"), a Registration
Statement on Form F-4 (as amended, the "Registration Statement"), which will
include a preliminary proxy statement of Proficient Alpha Acquisition Corp., a
Nevada Corporation ("Proficient") and a prospectus in connection with the
proposed business combination (the "Business Combination") involving Proficient,
Lion Financial Group Limited, a corporation organized under the laws of the
British Virgin Islands ("Lion"), Lion MergerCo I, Inc., a Delaware corporation
and a wholly-owned subsidiary of Pubco ("Merger Sub"), Shih-Chung Chou, an
individual, in the capacity as the Purchaser Representative, Jian Wang and
Legend Success Ventures Limited, each, in the capacity as a Seller
Representative, and each of the holders of Lion's outstanding capital shares
(the "Sellers"). On March 23, 2020, Proficient filed a preliminary proxy
statement/prospectus with the SEC, which was amended by Amendment No. 1 on April
24, 2020 and may be further amended. The definitive proxy statement and other
relevant documents will be mailed to stockholders of Proficient as of a record
date to be established for voting on the Business Combination. Stockholders of
Proficient and other interested persons are advised to read the preliminary
proxy statements, amendments thereto, and, when available, the definitive proxy
statement in connection with Proficient's solicitation of proxies for the
special meeting of its stockholders to be held to approve the Business
Combination because these documents will contain important information about
Proficient, Lion, Pubco and the Business Combination, including the Merger (as
defined below). 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
Proficient 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.
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DISCLAIMER
This report and the exhibits hereto do 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.
PARTICIPANTS IN THE SOLICITATION
Proficient, Pubco, and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from the stockholders
of Proficient in connection with the Business Combination. Information regarding
the officers and directors of Proficient is set forth in Proficient'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 is
set forth in the Registration Statement on Form F-4 filed by Pubco and in the
preliminary proxy statement/prospectus for the Business Combination filed by
Proficient, both of which were initially filed with the SEC on March 23, 2020,
and amended on April 24, 2020 and may be further amended.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements that involve risks and
uncertainties concerning 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. Most of these factors are outside the control of
Proficient, Lion or Pubco and are difficult to predict. Factors that may cause
such differences 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 Proficient, 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 Proficient or other conditions to closing in the Business Combination
Agreement; (4) 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; (5) the risk
that the Business Combination disrupts current plans and operations as a result
of the announcement and consummation of the transactions described herein; (6)
the inability to recognize the anticipated benefits of the Business Combination,
which may be affected by, among other things, competition, the ability of the
combined company to grow and manage growth profitably and retain its key
employees; (7) the inability 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; (8) costs related to the
Business Combination; (9) changes in applicable laws or regulations; (10) the
possibility that Lion, Pubco or the combined company may be adversely affected
by other economic, business, and/or competitive factors; and (11) other risks
and uncertainties indicated from time to time in filings with the SEC by
Proficient or Pubco. For information identifying important factors that could
cause actual results to differ materially from those anticipated in the
forward-looking statements, please refer to the "Risk Factors" section of the
Proficient's preliminary proxy statement/prospectus for the Business
Combination, which was initially filed with the SEC on March 23, 2020, which was
amended by Amendment No. 1 on April 24, 2020 and may be further amended. Readers
are referred to the most recent reports filed with the SEC by Proficient.
Readers are cautioned that the foregoing list of factors is not exclusive, and
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 to reflect any change in its expectations or any
change in events, conditions or circumstances on which any such statement is
based, subject to applicable law, whether as a result of new information, future
events or otherwise.
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