Lion Group Holding Ltd. Announces Consummation of Business Combination to Become a Publicly Traded Company
18 Giugno 2020 - 10:13AM
Business Wire
Lion Group Holding Ltd., a Cayman Islands exempted company
(“Lion”) and Hong Kong-based diversified financial services company
announced today that it has consummated previously announced
business combination pursuant to a business combination agreement,
dated as of March 10, 2020 (as amended, the “Business Combination
Agreement”) by and among Lion, Lion Financial Group Limited (“Lion
Financial”), Proficient Alpha Acquisition Corp., a Nevada
corporation and special purpose acquisition company formed for the
purpose of entering into a business combination (“Proficient”), and
the other parties thereto. Pursuant to the Business Combination
Agreement, each of Proficient and Lion Financial has become
wholly-owned subsidiaries of Lion, and each outstanding share of
common stock of Proficient that has not been redeemed has been
exchanged for one (1) Class A ordinary share of Lion represented by
one American Depositary Share (“ADS”), each outstanding warrant of
Proficient has been exchanged for one equivalent (1) warrant of
Lion, each outstanding right of Proficient has been converted into
one-tenth (1/10) of a Class A ordinary share of Lion represented by
ADSs, rounded down to the nearest whole share, and each outstanding
unit of Proficient has been converted into its component parts and
then exchanged for one (1) Class A ordinary share of Lion
represented by one ADS, one (1) warrant of Lion and one-tenth
(1/10) of a Class A ordinary share of Lion represented by ADSs,
rounded down to the nearest whole share.
Lion’s ADSs and warrants will begin trading on the NASDAQ Stock
Market on Wednesday, June 17, 2020, under the ticker symbols “LGHL”
and “LGHLW”, respectively. Lion will file reports and other
documents with the Securities and Exchange Commission (“SEC”) as a
foreign private issuer, and will report its financial information
in accordance with accounting principles generally accepted in the
United States of America.
Lion will be led by Lion Financial’s current management team,
with Mr. Wilson (Chunning) Wang as Chief Executive Officer, Mr. Hua
Luo as Chief Operating Officer, Mr. Alex Lee as Chief Financial
Officer, and Mr. Jian Wang as Chairman of the Board of Directors.
Lion will remain headquartered in Hong Kong.
Mr. Jian Wang commented, “Today marks an important milestone for
Lion. As a public company, Lion will be well positioned to execute
its growth plan to become a leading financial service provider in
Asia.”
Advisors
Kirkland & Ellis International LLP acted as U.S. legal
advisors to Lion, Ogier acted as its Cayman Islands legal advisor
and O Tse & Co. acted as its Hong Kong legal advisor.
About Lion Financial Group Limited
Lion operates state-of-the-art trading platforms that offer a
wide spectrum of products and services, with a focus on Chinese
investors. Lion’s products and services include (i)
contract-for-difference (CFD) trading service, (ii) insurance
agency service, (iii) futures brokerage service, (iv) securities
brokerage service and (v) asset management service. Lion enables
these services through a variety of applications available on iOS,
Android, PC and Mac platforms. Lion’s clients are concentrated on
well-educated and affluent Chinese investors residing inside and
outside the PRC (other than in the United States), as well as
institutional clients in Hong Kong that use its futures brokerage
service.
Forward-Looking Statements
This press release contains, “forward-looking statements” within
the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995. Lion’s actual results may
differ from their expectations, estimates and projections and
consequently, you should not rely on these forward-looking
statements as predictions of future events. Words such as “expect,”
“estimate,” “project,” “budget,” “forecast,” “anticipate,”
“intend,” “plan,” “may,” “will,” “could,” “should,” “believes,”
“predicts,” “potential,” “might” and “continues,” and similar
expressions are intended to identify such forward-looking
statements. These forward-looking statements include, without
limitation, Lion’s expectations with respect to future performance
and anticipated financial impacts of the Business combination, the
satisfaction of the closing conditions to the business combination
and the timing of the completion of the business combination. These
forward-looking statements involve significant risks and
uncertainties that could cause actual results to differ materially
from expected results. Most of these factors are outside the
control of Lion and are difficult to predict. Factors that may
cause such differences include, but are not limited to: (1) the
inability to maintain the listing of the post-acquisition company’s
ADSs on NASDAQ following the business combination; (2) the risk
that the business combination disrupts current plans and operations
as a result of the announcement and consummation of the
transactions described herein; (3) 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; (4) costs related to the business combination;
(5) changes in applicable laws or regulations; (6) the possibility
that Lion may be adversely affected by other economic, business,
and/or competitive factors; and (7) other risks and uncertainties
to be identified in the proxy statement/prospectus relating to the
business combination, including those under “Risk Factors” therein,
and in other filings with the Securities and Exchange Commission
(“SEC”) made by Lion. Lion cautions that the foregoing list of
factors is not exclusive. Lion cautions readers not to place undue
reliance upon any forward-looking statements, which speak only as
of the date made. Lion does not undertake or accept any obligation
or undertaking to release publicly any updates or revisions to any
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.
No Offer or Solicitation
This press release is for informational purposes only and shall
not constitute an offer to sell or the solicitation of an offer to
buy any securities pursuant to the proposed transactions or
otherwise, 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 offer 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 contained herein is only a summary and is
qualified in its entirety by reference to the Registration
Statement on Form F-4 which was initially filed by Lion with the
SEC on March 23, 2020, and was declared effective on May 20, 2020,
and by the definitive agreements relating to the business
combination, copies of which have been filed by Proficient and Lion
with the SEC.
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Linda Wang Assistant to Chairman Tel: +852 28209011 Time
zone: HKT Email: linda.wang@libkr.com
Website: www.liongrouphl.com
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