PAACR / Proficient Alpha Acquisition Corp. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Proficient Alpha Acquisition Corporation (Name of Issuer) Common Stock, par value $0.001 per share (Title

SC 13G 1 efc20-382sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Proficient Alpha Acquisition Corporation (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 74317H105 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Sta

74317H105 / Proficient Alpha Acquisition Corp. / GLAZER CAPITAL, LLC Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 PROFICIENT ALPHA ACQUISITION CORP (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 74317H105 (CUSIP Number) June 30, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu

74317H105 / Proficient Alpha Acquisition Corp. / GLAZER CAPITAL, LLC Passive Investment

SC 13G 1 paac.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 PROFICIENT ALPHA ACQUISITION CORP (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 74317H105 (CUSIP Number) May 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh

Proficient Alpha Acquisition Corp. Announces Stockholder Approval of Business Combination with Lion Financial Group Limited and Extension of Deadline to Complete the Business Combination

Proficient Alpha Acquisition Corp. Announces Stockholder Approval of Business Combination with Lion Financial Group Limited and Extension of Deadline to Complete the Business Combination NEW YORK, June 4, 2020 (GLOBE NEWSWIRE) - Proficient Alpha Acquisition Corp. (“Proficient” or the “Company”) (Nasdaq: PAAC) announced today that it held a special meeting of stockholders (the “Merger Meeting”) and

Merger Prospectus -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2020 (June 3, 2020) PROFICIENT ALPHA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Nevada 001-38925 83-1505892 (State or other jurisdiction

Proficient Alpha Acquisition Corp. Announces Stockholder Approval of Business Combination with Lion Financial Group Limited and Extension of Deadline to Complete the Business Combination

Proficient Alpha Acquisition Corp. Announces Stockholder Approval of Business Combination with Lion Financial Group Limited and Extension of Deadline to Complete the Business Combination NEW YORK, June 4, 2020 (GLOBE NEWSWIRE) - Proficient Alpha Acquisition Corp. (“Proficient” or the “Company”) (Nasdaq: PAAC) announced today that it held a special meeting of stockholders (the “Merger Meeting”) and

Certificate of Amendment to Amended and Restated Articles of Incorporation of Proficient as filed with the Nevada Secretary of State on June 3, 2020

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2020 (June 3, 2020) PROFICIENT ALPHA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Nevada 001-38925 83-1505892 (State or other jurisdiction

Certificate of Amendment to Amended and Restated Articles of Incorporation of Proficient as filed with the Nevada Secretary of State on June 3, 2020

EX-3 2 ex32.htm CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED ARTICLES OF INCORPORATION OF PROFICIENT AS FILED WITH THE NEVADA SECRETARY OF STATE ON JUNE 3, 2020

-

SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Under Rule 14a-12 PROFICIENT ALPHA ACQUISITION CORP.

-

SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

-

SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

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.

EXHIBIT 2.1 first amended and restated BUSINESS COMBINATION AGREEMENT by and among PROFICIENT ALPHA ACQUISITION CORP., as Purchaser, SHIH-CHUNG CHOU, in the capacity as the Purchaser Representative, LION GROUP HOLDING LTD. as Pubco, LION MERGERCO I, INC., as Merger Sub, LION FINANCIAL GROUP LIMITED, as the Company, WANG JIAN and LEGEND SUCCESS VENTURES LIMITED, in the capacity as the Seller Repres

-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

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.

EXHIBIT 2.1 first amended and restated BUSINESS COMBINATION AGREEMENT by and among PROFICIENT ALPHA ACQUISITION CORP., as Purchaser, SHIH-CHUNG CHOU, in the capacity as the Purchaser Representative, LION GROUP HOLDING LTD. as Pubco, LION MERGERCO I, INC., as Merger Sub, LION FINANCIAL GROUP LIMITED, as the Company, WANG JIAN and LEGEND SUCCESS VENTURES LIMITED, in the capacity as the Seller Repres

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 18, 2020 (May 12, 2020) PROFICIENT ALPHA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Nevada 001-38925 83-1505892 (State or other jurisdiction

Merger Prospectus -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 18, 2020 (May 12, 2020) PROFICIENT ALPHA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Nevada 001-38925 83-1505892 (State or other jurisdiction

-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State

Quarterly Report -

10-Q 1 paac033120.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2020 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-38925 PR

-

SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

74317H105 / Proficient Alpha Acquisition Corp. / BASSO CAPITAL MANAGEMENT, L.P. Passive Investment

SC 13G 1 efc20-382sc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Proficient Alpha Acquisition Corporation (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 74317H105 (CUSIP Number) April 22, 2020 (Date of Event which Requires Filing of this Statement) Ch

SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Under Rule 14a-12 PROFICIENT ALPHA ACQUISITION CORP.

Non-Competition and Non-Solicitation Agreement, dated as of March 10, 2020, by and among Lion Group Holding Ltd., Proficient Alpha Acquisition Corp., Lion Financial Group Limited and Jian Wang.

EXHIBIT 10.3 NON-COMPETITION AND NON-SOLICITATION AGREEMENT THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this ?Agreement?) is being executed and delivered as of March 10, 2020, by the undersigned security holder of the Company (as defined below) (the ?Subject Party?) in favor of and for the benefit of Lion Group Holding Ltd., a Cayman Islands exempted company (?Pubco?), Proficient Alpha Ac

Form of First Amendment to Registration Rights Agreement, by and among, Proficient Alpha Acquisition Corp., Lion Group Holding Ltd., I-Bankers Securities, Inc. and the Founders.

EXHIBIT 10.6 FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT THIS FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this ?Amendment?) is made and entered into as of [?], 2020, and shall be effective as of the Closing (defined below), by and among (i) Proficient Alpha Acquisition Corp., a Nevada corporation (the ?Company?), (ii) Lion Group Holding Ltd., a Cayman Islands exempted company (?Pubco?),

Form of Seller Registration Rights Agreement, by and among, Lion Group Holding Ltd. and the Sellers

EX-10.5 7 ex105.htm SELLER REGISTRATION RIGHT AGREEMENT EXHIBIT 10.5 SELLER REGISTRATION RIGHTS AGREEMENT THIS SELLER REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 2020 by and among (i) Lion Group Holding Ltd., a Cayman Islands exempted company (including any successor entity thereto, “Pubco”), and (ii) the undersigned parties listed as “Investors” on the signature pa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2020 (March 10,

425 1 paac8k031620425.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2020 (March 10, 2020) PROFICIENT ALPHA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Nevada 001-38925 83-1505892

Non-Competition and Non-Solicitation Agreement, dated as of March 10, 2020, by and among Lion Group Holding Ltd., Proficient Alpha Acquisition Corp., Lion Financial Group Limited and Chunning Wang.

EXHIBIT 10.4 NON-COMPETITION AND NON-SOLICITATION AGREEMENT THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this ?Agreement?) is being executed and delivered as of March 10, 2020, by the undersigned security holder of the Company (as defined below) (the ?Subject Party?) in favor of and for the benefit of Lion Group Holding Ltd., a Cayman Islands exempted company (?Pubco?), Proficient Alpha Ac

Lock-Up Agreement, dated as of March 10, 2020, by and among Lion Group Holding Ltd., Shih-Chung Chou, in the capacity as the Purchaser Representative, and Legend Success Ventures Limited.

EX-10.2 4 ex102.htm LOCK UP AGREEMENT (LEGENDS SUCCESS VENTURES CHUNNING WANG EXHIBIT 10.2 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of March 10, 2020, by and among (i) Lion Group Holding Ltd., a Cayman Islands exempted company (“Pubco”), (ii) Shih-Chung Chou, in the capacity under the Business Combination Agreement (as defined below) as the Purchaser

Business Combination Agreement, dated as of March 10, 2020, by and among Proficient Alpha Acquisition Corp., Shih-Chung Chou, in the capacity as the Purchaser Representative, Lion Group Holding Ltd., Lion MergerCo 1, 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.

EXHIBIT 2.1 BUSINESS COMBINATION AGREEMENT by and among PROFICIENT ALPHA ACQUISITION CORP., as Purchaser, SHIH-CHUNG CHOU, in the capacity as the Purchaser Representative, LION GROUP HOLDING LTD. as Pubco, LION MERGERCO 1, INC., as Merger Sub, LION FINANCIAL GROUP LIMITED, as the Company, WANG JIAN and LEGEND SUCCESS VENTURES LIMITED, in the capacity as the Seller Representatives and THE SHAREHOLD

Securities Assignment and Joinder Agreement, dated as of March 12, 2020, by and among Complex Zenith Limited, Proficient Alpha Acquisition Corp., Shih-Chung Chou, and the other parties thereto.

EXHIBIT 10.7 SECURITIES ASSIGNMENT AND JOINDER AGREEMENT THIS SECURITIES ASSIGNMENT AND JOINDER AGREEMENT (this ?Joinder?) is made and entered into as of March 12, 2020 by the undersigned parties hereto. Reference is hereby made to that (i) certain Letter Agreement, dated as of May 29, 2019 (as it may be amended from time to time, including by this Joinder, the ?Sponsor Letter Agreement?), by and

Lock-Up Agreement, dated as of March 10, 2020, by and among Lion Group Holding Ltd., Shih-Chung Chou, in the capacity as the Purchaser Representative, and Jian Wang.

EXHIBIT 10.1 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this ?Agreement?) is made and entered into as of March 10, 2020, by and among (i) Lion Group Holding Ltd., a Cayman Islands exempted company (?Pubco?), (ii) Shih-Chung Chou, in the capacity under the Business Combination Agreement (as defined below) as the Purchaser Representative (including any successor Purchaser Representative appointed in

Lock-Up Agreement, dated as of March 10, 2020, by and among Lion Group Holding Ltd., Shih-Chung Chou, in the capacity as the Purchaser Representative, and Legend Success Ventures Limited (incorporated by reference to Exhibit 10.2 of Proficient’s Form 8-K (File No. 001-38925), filed with the SEC on March 16, 2020)

EX-10 4 ex102.htm LOCKUP AGREEMENT (LEGENDS SUCCESS VENTURES CHUNNING WANG) EXHIBIT 10.2 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of March 10, 2020, by and among (i) Lion Group Holding Ltd., a Cayman Islands exempted company (“Pubco”), (ii) Shih-Chung Chou, in the capacity under the Business Combination Agreement (as defined below) as the Purchaser Re

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2020 (March 10, 2020) PROFICIENT ALPHA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Nevada 001-38925 83-1505892 (State or other jurisdict

Non-Competition and Non-Solicitation Agreement, dated as of March 10, 2020, by and among Lion Group Holding Ltd., Proficient Alpha Acquisition Corp., Lion Financial Group Limited and Chunning Wang (incorporated by reference to Exhibit 10.4 of Proficient’s Form 8-K (File No. 001-38925), filed with the SEC on March 16, 2020)

EXHIBIT 10.4 NON-COMPETITION AND NON-SOLICITATION AGREEMENT THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this ?Agreement?) is being executed and delivered as of March 10, 2020, by the undersigned security holder of the Company (as defined below) (the ?Subject Party?) in favor of and for the benefit of Lion Group Holding Ltd., a Cayman Islands exempted company (?Pubco?), Proficient Alpha Ac

Securities Assignment and Joinder Agreement, dated as of March 12, 2020, by and among Complex Zenith Limited, Proficient Alpha Acquisition Corp., Shih-Chung Chou, and the other parties thereto (incorporated by reference to Exhibit 10.7 of Proficient’ Form 8-K (File No. 001-38925), filed with the SEC on March 16, 2020).

EXHIBIT 10.7 SECURITIES ASSIGNMENT AND JOINDER AGREEMENT THIS SECURITIES ASSIGNMENT AND JOINDER AGREEMENT (this ?Joinder?) is made and entered into as of March 12, 2020 by the undersigned parties hereto. Reference is hereby made to that (i) certain Letter Agreement, dated as of May 29, 2019 (as it may be amended from time to time, including by this Joinder, the ?Sponsor Letter Agreement?), by and

Business Combination Agreement, dated as of March 10, 2020, by and among Proficient Alpha Acquisition Corp., Shih-Chung Chou, in the capacity as the Purchaser Representative, Lion Group Holding Ltd., Lion MergerCo 1, 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.

EXHIBIT 2.1 BUSINESS COMBINATION AGREEMENT by and among PROFICIENT ALPHA ACQUISITION CORP., as Purchaser, SHIH-CHUNG CHOU, in the capacity as the Purchaser Representative, LION GROUP HOLDING LTD. as Pubco, LION MERGERCO 1, INC., as Merger Sub, LION FINANCIAL GROUP LIMITED, as the Company, WANG JIAN and LEGEND SUCCESS VENTURES LIMITED, in the capacity as the Seller Representatives and THE SHAREHOLD

Form of First Amendment to Registration Rights Agreement, by and among, Proficient Alpha Acquisition Corp., Lion Group Holding Ltd., I-Bankers Securities, Inc. and the Founders (incorporated by reference to Exhibit 10.6 of Proficient’ Form 8-K (File No. 001-38925), filed with the SEC on March 16, 2020)

EXHIBIT 10.6 FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT THIS FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this ?Amendment?) is made and entered into as of [?], 2020, and shall be effective as of the Closing (defined below), by and among (i) Proficient Alpha Acquisition Corp., a Nevada corporation (the ?Company?), (ii) Lion Group Holding Ltd., a Cayman Islands exempted company (?Pubco?),

Form of Seller Registration Rights Agreement, by and among, Lion Group Holding Ltd. and the Sellers (incorporated by reference to Exhibit 10.5 of Proficient’s Form 8-K (File No. 001-38925), filed with the SEC on March 16, 2020)

EXHIBIT 10.5 SELLER REGISTRATION RIGHTS AGREEMENT THIS SELLER REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is entered into as of [?], 2020 by and among (i) Lion Group Holding Ltd., a Cayman Islands exempted company (including any successor entity thereto, ?Pubco?), and (ii) the undersigned parties listed as ?Investors? on the signature page hereto (each, an ?Investor? and collectively, the ?In

Non-Competition and Non-Solicitation Agreement, dated as of March 10, 2020, by and among Lion Group Holding Ltd., Proficient Alpha Acquisition Corp., Lion Financial Group Limited and Chunning Wang (incorporated by reference to Exhibit 10.3 of Proficient’s Form 8-K (File No. 001-38925), filed with the SEC on March 16, 2020)

EXHIBIT 10.3 NON-COMPETITION AND NON-SOLICITATION AGREEMENT THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this ?Agreement?) is being executed and delivered as of March 10, 2020, by the undersigned security holder of the Company (as defined below) (the ?Subject Party?) in favor of and for the benefit of Lion Group Holding Ltd., a Cayman Islands exempted company (?Pubco?), Proficient Alpha Ac

Lock-Up Agreement, dated as of March 10, 2020, by and among Lion Group Holding Ltd., Shih-Chung Chou, in the capacity as the Purchaser Representative, and Jian Wang (incorporated by reference to Exhibit 10.1 of Proficient’s Form 8-K (File No. 001-38925), filed with the SEC on March 16, 2020)

EXHIBIT 10.1 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this ?Agreement?) is made and entered into as of March 10, 2020, by and among (i) Lion Group Holding Ltd., a Cayman Islands exempted company (?Pubco?), (ii) Shih-Chung Chou, in the capacity under the Business Combination Agreement (as defined below) as the Purchaser Representative (including any successor Purchaser Representative appointed in

Proficient Alpha Acquisition Corp. and Lion Financial Group Limited Announce Execution of Definitive Business Combination Agreement

425 1 paac8k031020.htm Filed by Proficient Alpha Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Proficient Alpha Acquisition Corp. Commission File No.: 001-38925 Proficient Alpha Acquisition Corp. and Lion Financial Group Limited Announce Execution of Definitive Business Com

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2020 (March 10, 2020) PROFICIENT ALPHA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Nevada 001-38925 83-1505892 (State or other jurisdict

Proficient Alpha Acquisition Corp. and Lion Financial Group Limited Announce Execution of Definitive Business Combination Agreement

Proficient Alpha Acquisition Corp. and Lion Financial Group Limited Announce Execution of Definitive Business Combination Agreement NEW YORK, NY, March 10, 2020 (GLOBE NEWSWIRE) - Proficient Alpha Acquisition Corp., a Nevada corporation (?Proficient?) (NASDAQ:PAAC) and special purpose acquisition company formed for the purpose of entering into a business combination, and Lion Financial Group Limit

74317H105 / Proficient Alpha Acquisition Corp. / MIZUHO FINANCIAL GROUP INC - SCHEDULE 13G Passive Investment

SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Proficient Alpha Acquisition Corp. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 74317H105 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropria

74317H105 / Proficient Alpha Acquisition Corp. / Weiss Asset Management LP Passive Investment

=============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Proficient Alpha Acquisition Corp. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 74317H105 (CUSIP Number) December 31, 2019 (Date of Event which Requires Filing of this Statement) Check the appropriate box to des

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended December 31, 2019 ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-38925 PROFICIENT ALPHA ACQU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2019 ¨ TRANSITION REPORT PURSUANT TO SECT

10-K 1 paac10k2019.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2019 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38925 PROF

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 30, 2019 (December 26, 2019) PROFICIENT ALPHA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Nevada 001-38925 83-1505892 (State or other jur

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2019 ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-38925 PROFICIENT ALPHA ACQUISIT

Promissory Note, dated July 24, 2019 (incorporated by reference to Exhibit 10.1 of Proficient’ Form 8-K (File No. 001-38925), filed with the SEC on July 24, 2019).

THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?).

Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2019 (July 24, 2019) PROFICIENT ALPHA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Nevada 001-38925 83-1505892 (State or other jurisdictio

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 paac8k070319.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 3, 2019 (June 28, 2019) PROFICIENT ALPHA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Nevada 001-38925 83-1505892 (Stat

Proficient Alpha Acquisition Corp. Announces the Separate Trading of its Common Stock, Warrants and Rights

Exhibit 99.1 Proficient Alpha Acquisition Corp. Announces the Separate Trading of its Common Stock, Warrants and Rights NEW YORK, NY, June 18, 2019? Proficient Alpha Acquisition Corp. (the ?Company?) announced today that, commencing June 20, 2019, holders of the 11,500,000 units sold in the Company?s initial public offering may elect to separately trade shares of the Company?s common stock, warran

Financial Statements and Exhibits, Other Events

8-K 1 paac8k061919.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 19, 2019 (June 18, 2019) PROFICIENT ALPHA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Nevada 001-38925 83-1505892 (Sta

PROFICIENT ALPHA ACQUISITION CORP. INDEX TO BALANCE SHEET

Exhibit 99.1 PROFICIENT ALPHA ACQUISITION CORP. INDEX TO BALANCE SHEET Page Report of Independent Registered Public Accounting Firm 2 Balance Sheet 3 Notes to Balance Sheet 4-11 (1) REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Proficient Alpha Acquisition Corp. Opinion on the Financial Statements We have audited the accompanying balance shee

Financial Statements and Exhibits, Other Events

8-K 1 paac8k060719.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2019 (June 7, 2019) PROFICIENT ALPHA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Nevada 001-38925 83-1505892 (State

PROFICIENT ALPHA ACQUISITION CORP.

SC 13G 1 paac13g30may2019.htm =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* PROFICIENT ALPHA ACQUISITION CORP. - (Name of Issuer) Common stock, par value $0.001 per share - (Title of Class of Securities) 74317H204 - (CUSIP

Proficient Alpha Acquisition Corp. Completes $115,000,000 Initial Public Offering, Including Full Exercise of Over-Allotment Option

Proficient Alpha Acquisition Corp. Completes $115,000,000 Initial Public Offering, Including Full Exercise of Over-Allotment Option NEW YORK, NY, June 3, 2019 / Proficient Alpha Acquisition Corp. (Nasdaq: PAACU) (?Proficient? or the ?Company?), a company formed for the purpose of entering into a merger, share exchange, asset acquisition or other similar business combination with one or more busine

Letter Agreement by and between Proficient and Proficient’s Sponsor (incorporated by reference to Exhibit 10.5 of Proficient’ Form 8-K (File No. 001-38925), filed with the SEC on June 4, 2019).

EX-10 10 ex105.htm LETTER AGREEMENT BY AND BETWEEN THE COMPANY AND THE SPONSOR May 29, 2019 Proficient Alpha Acquisition Corp. 40 Wall St., 29th floor New York City, NY 10005 I-Bankers Securities, Inc. 535 5th Avenue Suite 423 New York, New York 10017 Re: Initial Public Offering Gentlemen: This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreem

Share Escrow Agreement, dated May 29, 2019, 2018, between Proficient, its initial stockholders and American Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.3 of Proficient’ Form 8-K (File No. 001-38925), filed with the SEC on June 4, 2019).

SHARE ESCROW AGREEMENT SHARE ESCROW AGREEMENT, dated as of May 29, 2019 (?Agreement?), by and among Proficient Alpha Acquisition Corp.

Amended and Restated Articles of Incorporation of Proficient as filed with the Nevada Secretary of State on May 29, 2019 (incorporated by reference to Exhibit 3.1 of Proficient’s Form 8-K (File No. 001-38925), filed with the SEC on June 4, 2019).

AMENDED AND RESTATED ARTICLES OF INCORPORATION OF PROFICIENT ALPHA ACQUISITION CORP.

Proficient Alpha Acquisition Corp. Announces Pricing of $100 Million Initial Public Offering

Proficient Alpha Acquisition Corp. Announces Pricing of $100 Million Initial Public Offering New York, NY, May 29, 2019 / Proficient Alpha Acquisition Corp. (NASDAQ: PAACU, the ?Company? or ?Proficient?) announced today that it priced its initial public offering of 10,000,000 units at $10.00 per unit. The units are expected to be listed on The NASDAQ Capital Market (?NASDAQ?) and trade under the t

Rights Agreement, dated May 29, 2019, between American Stock Transfer & Trust Company and Proficient (incorporated by reference to Exhibit 4.2 of Proficient’ Form 8-K (File No. 001-38925), filed with the SEC on June 4, 2019).

RIGHTS AGREEMENT This Rights Agreement (this ?Agreement?) is made as of May 29, 2019 between Proficient Alpha Acquisition Corp.

Letter Agreement by and between Proficient and its initial stockholders (incorporated by reference to Exhibit 10.7 of Proficient’ Form 8-K (File No. 001-38925), filed with the SEC on June 4, 2019).

EX-10 12 ex107.htm LETTER AGREEMENT BY AND BETWEEN THE COMPANY AND ITS INITIAL STOCKHOLDERS May 29, 2019 Proficient Alpha Acquisition Corp. 40 Wall St., 29th floor New York City, NY 10005 I-Bankers Securities, Inc. 535 5th Avenue Suite 423 New York, New York 10017 Re: Initial Public Offering Gentlemen: This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underw

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

8-K 1 paac8k060419.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2019 (May 29, 2019) PROFICIENT ALPHA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Nevada 001-38925 83-1505892 (State

Business Combination Marketing Agreement, dated May 29, 2019, between Proficient and I-Bankers Securities, Inc. (incorporated by reference to Exhibit 1.2 of Proficient’ Form 8-K (File No. 001-38925), filed with the SEC on June 4, 2019).

I-Bankers Securities, Inc. 535 5th Avenue Suite 423 New York, New York 10017 Proficient Alpha Acquisition Corp. 40 Wall Street, 29th Floor New York, NY 10005 Attn: Kin Sze, Co-Chief Executive Officer Ladies and Gentlemen: This is to confirm our agreement whereby Proficient Alpha Acquisition Corp., a Nevada corporation (?Company?), has requested I-Bankers Securities, Inc. (the ?Advisor?) to serve a

Warrant Agreement, dated May 29, 2019, between American Stock Transfer & Trust Company and Proficient (incorporated by reference to Exhibit 4.1 of Proficient’ Form 8-K (File No. 001-38925), filed with the SEC on June 4, 2019).

EX-4 5 ex41.htm WARRANT AGREEMENT, DATED MAY 29, 2019, BETWEEN AMERICAN STOCK TRANSFER & TRUST COMPANY AND THE COMPANY LLC WARRANT AGREEMENT between Proficient Alpha Acquisition Corp. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC THIS WARRANT AGREEMENT (this “Agreement”), dated as of May 29, 2019, is by and between Proficient Alpha Acquisition Corp., a Nevada corporation (the “Company”), and Am

Investment Management Trust Account Agreement, dated May 29, 2019, between American Stock Transfer & Trust Company and Proficient (incorporated by reference to Exhibit 10.1 of Proficient’ Form 8-K (File No. 001-38925), filed with the SEC on June 4, 2019).

EX-10 7 ex101.htm INVESTMENT MANAGEMENT TRUST ACCOUNT AGREEMENT, DATED MAY 29, 2019, BETWEEN AMERICAN STOCK TRANSFER & TRUST COMPANY AND THE COMPANY LLC INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of May 29, 2019 by and between Proficient Alpha Acquisition Corp., a Nevada corporation (the “Company”), and American Stock Tr

Letter Agreement by and between Proficient and its officers and directors (incorporated by reference to Exhibit 10.6 of Proficient’ Form 8-K (File No. 001-38925), filed with the SEC on June 4, 2019).

May 29, 2019 Proficient Alpha Acquisition Corp. 40 Wall St., 29th floor New York City, NY 10005 I-Bankers Securities, Inc. 535 5th Avenue Suite 423 New York, New York 10017 Re: Initial Public Offering Gentlemen: This letter is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between Proficient Alpha Acquisition Corp., a Nevada

Registration Rights Agreement among Proficient and its initial stockholders (incorporated by reference to Exhibit 10.4 of Proficient’ Form 8-K (File No. 001-38925), filed with the SEC on June 4, 2019).

EX-10 9 ex104.htm REGISTRATION RIGHTS AGREEMENT AMONG THE COMPANY AND THE INITIAL STOCKHOLDERS REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 29th day of May, 2019, by and between Proficient Alpha Acquisition Corp., a Nevada corporation (the “Company”) and the undersigned parties listed under Investors on the signature page hereto (eac

Underwriting Agreement between the Company and I-Bankers Securities, Inc.

10,000,000 Units Proficient Alpha Acquisition Corp. UNDERWRITING AGREEMENT May 29, 2019 I-Bankers Securities, Inc. 535 5th Avenue Suite 423 New York, New York 10017 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Proficient Alpha Acquisition Corp., a Nevada corporation (?Company?), hereby confirms its agreement with I-Bankers Securities, Inc.

Proficient Alpha Acquisition Corp. 10,000,000 Units

424B4 1 prospectus1.htm PROSPECTUS Filed Pursuant to Rule 424(d)(4) Registration No. 333-231084 $100,000,000 Proficient Alpha Acquisition Corp. 10,000,000 Units Proficient Alpha Acquisition Corp. 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 on

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 PROFICIENT ALPHA ACQUISITION CORP. (Exact Name of Regi

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 PROFICIENT ALPHA ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) Nevada 83-1505892 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 40 Wall St., 29th

May 23, 2019

May 23, 2019 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

I-Bankers Securities, Inc. 535 5th Ave. 4th Fl New York City, NY 10017

I-Bankers Securities, Inc. 535 5th Ave. 4th Fl New York City, NY 10017 May 23, 2019 VIA EDGAR U.S. Securities and Exchange Commission Office of Financial Services 100 F Street, N.E. Washington, DC 20549 Attn: Pamela A. Long Re: Proficient Alpha Acquisition Corp. Registration Statement on Form S-1 Filed on April 26, 2019, as amended File No. 333-231084 Dear Ms. Long: On May 22, 2019, I-Bankers Secu

Proficient Alpha Acquisition Corp. 40 Wall St., 29th floor New York City, NY 10005

CORRESP 1 filename1.htm Proficient Alpha Acquisition Corp. 40 Wall St., 29th floor New York City, NY 10005 May 23, 2019 VIA EDGAR U.S. Securities and Exchange Commission Office of Financial Services 100 F Street, N.E. Washington, DC 20549 Attn: Pamela A. Long Re: Proficient Alpha Acquisition Corp. Registration Statement on Form S-1 Filed on April 26, 2019, as amended File No. 333-231084 Dear Ms. L

Proficient Alpha Acquisition Corp. 40 Wall St., 29th floor New York City, NY 10005 May 23, 2019

CORRESP 1 filename1.htm Proficient Alpha Acquisition Corp. 40 Wall St., 29th floor New York City, NY 10005 May 23, 2019 VIA EDGAR U.S. Securities and Exchange Commission Office of Financial Services 100 F Street, N.E. Washington, DC 20549 Attn: Pamela A. Long Re: Proficient Alpha Acquisition Corp. Registration Statement on Form S-1 Filed on April 26, 2019, as amended File No. 333-231084 Dear Ms. L

Proficient Alpha Acquisition Corp. 40 Wall St., 29th floor New York City, NY 10005 May 22, 2019

Proficient Alpha Acquisition Corp. 40 Wall St., 29th floor New York City, NY 10005 May 22, 2019 VIA EDGAR U.S. Securities and Exchange Commission Office of Financial Services 100 F Street, N.E. Washington, DC 20549 Attn: Pamela A. Long Re: Proficient Alpha Acquisition Corp. Registration Statement on Form S-1 Filed on April 26, 2019, as amended File No. 333-231084 Dear Ms. Long: Pursuant to Rule 46

May 22, 2019

May 22, 2019 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Proficient Alpha Acquisition Corp. 40 Wall St., 29th floor New York City, NY 10005

CORRESP 1 filename1.htm Proficient Alpha Acquisition Corp. 40 Wall St., 29th floor New York City, NY 10005 May 22, 2019 VIA EDGAR U.S. Securities and Exchange Commission Office of Financial Services 100 F Street, N.E. Washington, DC 20549 Attn: Pamela A. Long Re: Proficient Alpha Acquisition Corp. Registration Statement on Form S-1 Filed on April 26, 2019, as amended File No. 333-231084 Dear Ms. L

Proficient Alpha Acquisition Corp. 40 Wall St., 29th floor New York City, NY 10005

CORRESP 1 filename1.htm Proficient Alpha Acquisition Corp. 40 Wall St., 29th floor New York City, NY 10005 May 22, 2019 VIA EDGAR U.S. Securities and Exchange Commission Office of Financial Services 100 F Street, N.E. Washington, DC 20549 Attn: Pamela A. Long Re: Proficient Alpha Acquisition Corp. Registration Statement on Form S-1 Filed on April 26, 2019, as amended File No. 333-231084 Dear Ms. L

May 20, 2019

May 20, 2019 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Proficient Alpha Acquisition Corp. 40 Wall St., 29th floor New York City, NY 10005 May 20, 2019

Proficient Alpha Acquisition Corp. 40 Wall St., 29th floor New York City, NY 10005 May 20, 2019 VIA EDGAR U.S. Securities and Exchange Commission Office of Financial Services 100 F Street, N.E. Washington, DC 20549 Attn: Pamela A. Long Re: Proficient Alpha Acquisition Corp. Registration Statement on Form S-1 Filed on April 26, 2019, as amended File No. 333-231084 Dear Ms. Long: Pursuant to Rule 46

Form of Letter Agreement for the Registrant’s sponsor.

January 29, 2018 [ ], 2019 Proficient Alpha Acquisition Corp. 40 Wall St., 29th floor New York City, NY 10005 I-Bankers Securities, Inc. 535 5th Avenue Suite 423 New York, New York 10017 Re: Initial Public Offering Gentlemen: This letter is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between Proficient Alpha Acquisition Co

Specimen Common Stock Certificate of Proficient (incorporated by reference to Exhibit 4.2 of Proficient’s Form S-1/A2 (File No. 333-231084), filed with the SEC on May 17, 2019).

EX-4 5 ex42.htm SPECIMEN COMMON STOCK CERTIFICATE NUMBER SHARES C PROFICIENT ALPHA ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS This Certifies that CUSIP 55378W 107 is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.001 EACH OF THE COMMON STOCK OF PROFICIENT ALPHA ACQUISITION CORP. transferable on the

Form of Letter Agreement for each of the Registrant’s other officers and directors.

EX-10 13 ex101b.htm FORM OF LETTER AGREEMENT FOR EACH OF THE REGISTRANT'S OTHER OFFICERS AND DIRECTORS [ ], 2019 Proficient Alpha Acquisition Corp. 40 Wall St., 29th floor New York City, NY 10005 I-Bankers Securities, Inc. 535 5th Avenue Suite 423 New York, New York 10017 Re: Initial Public Offering Gentlemen: This letter is being delivered to you in accordance with the Underwriting Agreement (the

Form of Indemnity Agreement (incorporated by reference to Exhibit 10.6 of Proficient’s Form S-1/A2 (File No. 333-231084), filed with the SEC on May 17, 2019).

INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of , 2019, by and between PROFICIENT ALPHA ACQUISITION CORP.

Form of Letter Agreement for each of the Registrant’s initial stockholders.

January 29, 2018 [ ], 2019 Proficient Alpha Acquisition Corp. 40 Wall St., 29th floor New York City, NY 10005 I-Bankers Securities, Inc. 535 5th Avenue Suite 423 New York, New York 10017 Re: Initial Public Offering Gentlemen: This letter is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between Proficient Alpha Acquisition Co

Form of Underwriting Agreement.

10,000,000 Units Proficient Alpha Acquisition Corp. UNDERWRITING AGREEMENT [?], 2019 I-Bankers Securities, Inc. 535 5th Avenue Suite 423 New York, New York 10017 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Proficient Alpha Acquisition Corp., a Nevada corporation (?Company?), hereby confirms its agreement with I-Bankers Securities, Inc. (h

Specimen Warrant Certificate of Proficient (incorporated by reference to Exhibit 4.3 of Proficient’s Form S-1/A2 (File No. 333-231084), filed with the SEC on May 17, 2019).

[Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW proficient alpha ACQUISITION CORP.

Form of Letter Agreement between the Registrant and I-Bankers Securities, Inc.

EX-1 3 ex12.htm FORM OF LETTER AGREEMENT BETWEEN THE REGISTRANT AND IBANKERS SECURITIES INC I-Bankers Securities, Inc. 535 5th Avenue Suite 423 New York, New York 10017 Proficient Alpha Acquisition Corp. 40 Wall Street, 29th Floor New York, NY 10005 Attn: Kin Sze, Co-Chief Executive Officer Ladies and Gentlemen: This is to confirm our agreement whereby Proficient Alpha Acquisition Corp., a Nevada

Specimen Right Certificate of Proficient (incorporated by reference to Exhibit 4.4 of Proficient’s Form S-1/A2 (File No. 333-231084), filed with the SEC on May 17, 2019).

EX-4 7 ex44.htm SPECIMEN RIGHT CERTIFICATE Form of Right A-1 NUMBER RIGHTS R PROFICIENT ALPHA ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA RIGHT SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 74317H 121 This Certifies that is the registered holder of a right or rights (the “Right”) to automatically receive one-tenth of an common stock, par value US$.001 per share, of PROFICIENT

Form of Share Escrow Agreement

SHARE ESCROW AGREEMENT SHARE ESCROW AGREEMENT, dated as of , 2019 (?Agreement?), by and among Proficient Alpha Acquisition Corp.

Form of Representative’s Warrant

EX-4 10 ex47.htm FORM OF REPRESENTATIVE'S WARRANT Form of Underwriter’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRA

Specimen Unit Certificate of Proficient (incorporated by reference to Exhibit 4.1 of Proficient’s Form S-1/A2 (File No. 333-231084), filed with the SEC on May 17, 2019).

EX-4 4 ex41.htm SPECIMEN UNIT CERTIFICATE NUMBER U- UNITS SEE REVERSE FOR CERTAIN DEFINITIONS PROFICIENT ALPHA ACQUISITION CORP. CUSIP 74317H 204 UNITS CONSISTING OF ONE SHARE OF COMMON STOCK, ONE RIGHT TO RECEIVE ONE TENTH OF ONE SHARE OF COMMON STOCK AND ONE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of co

Private Placement Warrants Subscription Agreement, dated May 13, 2019, by and between Proficient and Proficient’s Sponsor, for private warrants (incorporated by reference to Exhibit 10.4 of Proficient’s Form S-1/A2 (File No. 333-231084), filed with the SEC on May 17, 2019).

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of May 13, 2019 (as it may from time to time be amended, this ?Agreement?), is entered into by and between Proficient Alpha Acquisition Corp.

Form of Rights Agreement between American Stock Transfer & Trust Company and the Registrant

EX-4 9 ex46.htm FORM OF RIGHTS AGREEMENT BETWEEN AMERICAN STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT RIGHTS AGREEMENT This Rights Agreement (this “Agreement”) is made as of , 2019 between Proficient Alpha Acquisition Corp., a Nevada company with offices at 40 Wall Street, 29th floor, New York, NY 10005 (the “Company”) and American Stock Transfer & Trust Company, LLC, a New York limited liab

As filed with the U.S. Securities and Exchange Commission on May 17, 2019

As filed with the U.S. Securities and Exchange Commission on May 17, 2019 Registration No. 333-231084 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Proficient Alpha Acquisition Corp. (Exact name of registrant as specified in its charter) Nevada 6770 83-1505892 (State or other jurisdiction

Form of Warrant Agreement between American Stock Transfer & Trust Company and the Registrant

WARRANT AGREEMENT between Proficient Alpha Acquisition Corp. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC THIS WARRANT AGREEMENT (this ?Agreement?), dated as of , 2019, is by and between Proficient Alpha Acquisition Corp., a Nevada corporation (the ?Company?), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (the ?Warrant Agent,? al

Form of Registration Rights Agreement among the Registrant and the initial stockholders

REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is entered into as of the [ ]th day of [ ], 2019, by and between Proficient Alpha Acquisition Corp.

As filed with the U.S. Securities and Exchange Commission on April 29 , 2019

As filed with the U.S. Securities and Exchange Commission on April 29 , 2019 Registration No. 333-231084 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Proficient Alpha Acquisition Corp. (Exact name of registrant as specified in its charter) Nevada 6770 83-1505892 (State or other jurisdicti

Code of Ethics

CODE OF ETHICS 1. Introduction The Board of Directors of Proficient Alpha Acquisition Corp. has adopted this code of ethics (the ?Code?), which is applicable to all directors, officers and employees, to: ? promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; ? promote the full, fair, accurate

Form of Founder Stock Subscription Agreement between Proficient and its initial stockholders, for founder shares (incorporated by reference to Exhibit 10.5 of Proficient’s Form S-1 (File No. 333-231084), filed with the SEC on April 26, 2019).

Proficient Alpha acquisition corp. a Nevada Corporation FOUNDER STOCK SUBSCRIPTION AGREEMENT The undersigned (“Subscriber”) hereby subscribes for () shares of the Common Stock, $0.001 par value per share, of Proficient Alpha Acquisition Corp., a corporation duly organized and existing under and by virtue of the laws of the State of Nevada (the “Corporation”), and agrees to pay to the Corporation,

Bylaws of the Company (incorporated by reference to Exhibit 3.3 of the Company’s Registration Statement on Form S-1 filed with the SEC on April 26, 2019).

BYLAWS OF Proficient Alpha ACQUISITION CORP. (THE ?CORPORATION?) (a Nevada corporation) (adopted effective as of February 1, 2019) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Nevada shall be located at either (a) the principal place of business of the Corporation in the State of Nevada or (b) the office of the corporation or indivi

Proficient Alpha Acquisition Corp. 40 Wall St., 29th floor New York City, NY 10005

Proficient Alpha Acquisition Corp. 40 Wall St., 29th floor New York City, NY 10005 April 26, 2019 Pamela A. Long Division of Corporation Finance Office of Financial Services United States Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Re: PROFICIENT ALPHA ACQUISITION CORP Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted April 5, 2019 CIK No. 000176

Articles of Incorporation

Form of Audit Committee Charter

AUDIT COMMITTEE CHARTER OF PROFICIENT ALPHA ACQUISITION CORP. Purpose The Audit Committee is appointed by the Board of Directors (the “Board”) of Proficient Alpha Acquisition Corp. (the “Company”) to assist the Board in monitoring (1) the integrity of the annual, quarterly and other financial statements of the Company, (2) the independent auditor’s qualifications and independence, (3) the performa

Form of Compensation Committee Charter.

CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF PROFICIENT ALPHA ACQUISITION CORP.

Form of Investment Management Trust Agreement between American Stock Transfer & Trust Company and the Registrant.

INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of , 2019 by and between Proficient Alpha Acquisition Corp.

As filed with the U.S. Securities and Exchange Commission on April 26, 2019

S-1 1 paacs1.htm As filed with the U.S. Securities and Exchange Commission on April 26, 2019 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Proficient Alpha Acquisition Corp. (Exact name of registrant as specified in its charter) Nevada 6770 83-1505892 (State or other jurisdiction of inc

Consent of Malone Bailey LLP.

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the inclusion in this Registration Statement on Form S-1 of our report dated February 7, 2019 with respect to the audited balance sheet of Proficient Alpha Acquisition Corp.

Form of Amended and Restated Articles of Incorporation

AMENDED AND RESTATED ARTICLES OF INCORPORATION OF PROFICIENT ALPHA ACQUISITION CORP.

Form of Nominating Committee Charter.

PROFICIENT ALPHA ACQUISITION CORP. (the ?Company?) Nominating Committee Charter (the ?Charter?) The responsibilities and powers of this Nominating Committee (the ?Committee?) as delegated by the Company?s Board of Directors (the ?Board?) are set forth in this charter. Whenever the Committee takes an action, it shall exercise its independent judgment on an informed basis that the action is in the b

As confidentially submitted to the Securities and Exchange Commission on April 5, 2019 This Draft Registration Statement has not been filed publicly with the Securities and Exchange Commission and all information contained herein remains confidential

As confidentially submitted to the Securities and Exchange Commission on April 5, 2019 This Draft Registration Statement has not been filed publicly with the Securities and Exchange Commission and all information contained herein remains confidential.

Proficient Alpha Acquisition Corp. 40 Wall St., 29th floor New York City, NY 10005

Proficient Alpha Acquisition Corp. 40 Wall St., 29th floor New York City, NY 10005 April 5, 2019 Pamela A. Long Division of Corporation Finance Office of Financial Services United States Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Re:PROFICIENT ALPHA ACQUISITION CORP Draft Registration Statement on Form S-1 Submitted February 12, 2019 CIK No. 0001764711 Dear Ms. Lon

EX-3

This Draft Registration Statement has not been filed publicly with the Securities and Exchange Commission and all information contained herein remains confidential. As confidentially submitted to the Securities and Exchange Commission on February 12,

This Draft Registration Statement has not been filed publicly with the Securities and Exchange Commission and all information contained herein remains confidential.