Item 5.07
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Submission of Matters to a Vote of Security Holders.
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As previously
reported, on March 10, 2020, Proficient Alpha Acquisition Corp. (the “Company”) entered into a Business
Combination Agreement, dated as of March 10, 2020 (as amended, including as amended and restated by the First Amended and
Restated Business Combination Agreement, dated as of May 12, 2020, the “Business Combination Agreement”) with Lion
Financial Group Limited, a corporation organized under the laws of the British Virgin Islands (“Lion”), Lion
Group Holding Ltd., a Cayman Islands exempted company and wholly-owned subsidiary of Lion (“Pubco”), Lion
MergerCo I, Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco, the shareholders of Lion and the other
parties thereto.
Merger Meeting
On June 3, 2020, the Company
held a special meeting of stockholders (the “Merger Meeting”) with respect to the business combination with Lion contemplated
by the Business Combination Agreement (the “Business Combination”). There were 14,467,000 shares of common stock of
the Company issued and outstanding on April 27, 2020, the record date for the Merger Meeting. At the Merger Meeting, there were
10,977,994 shares present in person or by proxy, representing approximately 75.88% of the total shares outstanding as of the record
date, which constituted a quorum.
The Company’s stockholders
voted on the following proposals at the Merger Meeting, each of which was approved. The final vote tabulation for each proposal
is set forth below.
1.
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To approve the Business Combination Agreement and the transactions contemplated by the Business Combination Agreement.
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For
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Against
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Abstentions
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Broker Non-Votes
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10,745,994
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232,000
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0
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0
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2.
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To approve, for purposes of complying with applicable Nasdaq Stock Market LLC listing rules, the issuance of more than 20% of the Company’s issued and outstanding shares of common stock in financing transactions in connection with the proposed Business Combination.
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For
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Against
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Abstentions
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Broker Non-Votes
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10,760,694
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230,000
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0
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0
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Extension Meeting
On June 3, 2020, the Company
held a separate special meeting of stockholders (the “Extension Meeting”) to amend the Company’s amended and
restated articles of incorporation (the “Charter Amendment”) to extend the date by which the Company has to consummate
a Business Combination from June 3, 2020 to September 3, 2020 (the “Extension Amendment Proposal”). There were 14,467,000
shares of common stock of the Company issued and outstanding on April 27, 2020, the record date for the Extension Meeting. At the
Extension Meeting, there were 9,998,749 shares present in person or by proxy, representing approximately 69.11% of the total shares
outstanding as of the record date, which constituted a quorum.
The final voting results for the Extension Amendment
Proposal were as follows:
For
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Against
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Abstain
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Broker Non-Votes
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8,745,745
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1,253,004
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0
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0
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Stockholders holding 11,049,426
shares of the Company’s common stock exercised their right to redeem such shares for a pro rata portion of the funds in the
Company’s trust account (“Trust Account”). As a result, approximately $112.54 million (approximately $10.185
per share) will be removed from the Trust Account to pay such holders.
The Company filed the Charter
Amendment with the Nevada Secretary of State on June 3, 2020. Copies of the Company’s amended and restated articles of incorporation
and the Charter Amendment are attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated by reference.