PROFICIENT ALPHA ACQUISITION CORP : Other Events (form 8-K)

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 [phone] or at [e-mail].

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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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