Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
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Description
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2.1*
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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.
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* 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.
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.