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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."
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.
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.
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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