Proficient Alpha Acquisition Corp. Announces Stockholder Approval of Business Combination with Lion Financial Group Limited a...
June 04 2020 - 1:40PM
Proficient Alpha Acquisition Corp. (“Proficient” or the “Company”)
(Nasdaq: PAAC) announced today that it held a special meeting of
stockholders (the “Merger Meeting”) and the stockholders approved a
business combination agreement, dated as of March 10, 2020 (as
amended and restated on May 12, 2020, the “Business Combination
Agreement”) with Lion Financial Group Limited, a Chinese
investor-focused trading platform that offers a wide spectrum of
products and services (“Lion”), Lion Group Holding Ltd. (“Pubco”)
and the other parties thereto, and the transactions contemplated
thereby (the “Business Combination”) (the “Business Combination
Proposal”). The Business Combination Proposal and each of the other
proposals voted on at the Merger Meeting were approved. The parties
expect the closing of the Business Combination to take place when
all closing conditions as contemplated by the Business Combination
Agreement have been satisfied or waived, as applicable. Following
the Business Combination, each of Proficient and Lion will become a
wholly-owned subsidiary of Pubco and the American Depositary Shares
and warrants of Pubco are expected to trade on the Nasdaq Capital
Market under the symbols “LGHL” and “LGHLW,” respectively.
Proficient also announced today that it held a second special
meeting of stockholders at which the stockholders approved an
amendment to Proficient’s amended and restated articles of
incorporation, as amended, thereby extending the date by which
Proficient has to consummate a Business Combination from June 3,
2020 to September 3, 2020.
In connection with the above amendment, Lion exercised its right
under the Business Combination Agreement to extend the outside date
of such agreement to July 3, 2020.
Stockholders holding an aggregate of 11,049,426 public shares
exercised their right to redeem such public shares for a pro rata
portion of Proficient’s trust account in connection with the
special meetings. As a result, approximately $112.54 million (or
$10.185 per share) was removed from Proficient’s trust account to
pay such stockholders.
About Lion
Lion is one of the few Chinese investor-focused trading
platforms that offers a wide spectrum of products and services.
Lion’s business lines include (i) CFD (which is a contract for
differences, an agreement between an investor and a CFD broker to
exchange the difference in the value of a financial product between
the time the contract opens and closes) trading service, (ii)
insurance brokerage service, (iii) futures brokerage service, (iv)
securities brokerage service and (v) asset management service. Lion
provides these services mainly through its all-in-one Lion Brokers
Pro app, as well as through other apps, which are available on iOS,
Android and PC Mac platforms. Lion’s clients are mostly
well-educated and affluent Chinese investors residing both inside
and outside the PRC, as well as institutional clients in Hong Kong
that use Lion’s futures brokerage service. Lion’s trading platform
allows users to trade more than 100 futures products on major
futures exchanges worldwide. In addition, Lion’s clients may also
use its platform to trade various financial products, such as stock
indices, commodities, futures, forex, exchange traded funds (ETFs),
warrants and callable bull/bear contracts, on global exchanges or
over-the-counter (OTC) markets.
About Proficient
Proficient is a blank check company formed for the purpose of
entering into a merger, share exchange, asset acquisition, stock
purchase, recapitalization, reorganization or other similar
business combination with one or more businesses or entities.
Proficient’s efforts to identify a prospective target business will
not be limited to a particular industry or geographic region,
although Proficient intends to focus its search on companies which
provide financial services in Asia, primarily China.
Forward-Looking Statements
This release contains forward-looking statements that involve
risks and uncertainties concerning the consummation of the Business
Combination. Actual events or results may differ materially from
those described in this release 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 satisfy 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 Securities and Exchange Commission (the “SEC”) by
Proficient or Pubco. Readers are referred to the most recent
reports filed with the SEC by Proficient and Pubco. 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.
The foregoing listing of risks is not exhaustive. These risks,
as well as other risks associated with the transaction, are further
discussed in Proficient’s proxy statement/prospectus filed with the
SEC in connection with the transaction. Additional risks and
uncertainties are identified and discussed in Proficient’s reports
and Pubco’s registration statement on Form F-4, which was declared
effective by the SEC on May 20, 2020, and available at the SEC’s
website at http://www.sec.gov. Forward-looking statements
included in this press release speak only as of the date of this
press release. Proficient undertakes and assumes no obligation, and
does not intend, to update any forward-looking statements, except
as required by law.
No Offer or Solicitation
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.
No Assurances
There can be no assurance that the potential benefits of
combining the companies will be realized. The description of the
Business Combination and the transactions contemplated thereby
contained herein is only a summary and is qualified in its entirety
by the disclosures in Pubco’s registration statement on Form F-4,
and by the definitive agreements relating to the Business
Combination, copies of which have been filed by Proficient and
Pubco with the SEC.
Company Contact: Mr. Kin Sze Proficient
Alpha Acquisition Corp. 40 Wall St., 29th Floor New York, New York
10005 Tel. (917) 289-0932 |
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