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 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
|
40 Wall St., 29th floor New York, New York |
10005 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (917) 289-0932
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01 Other Events
Separate Trading of Common Stock, Warrants and Rights
On June 18, 2019, Proficient Alpha Acquisition Corp. (the “Company”) announced that the holders of the Company’s units (the “Units”) may elect to separately trade the securities underlying such Units commencing on June 20, 2019. Each Unit consists of one share of common stock, par value $0.001 per share (“Common Stock”), one warrant to purchase one share of Common Stock and one right to receive one-tenth of one share of Common Stock at the closing of the Company’s initial business combination. Any Units not separated will continue to trade on the NASDAQ Capital Market under the symbol “PAACU.” Any underlying shares of Common Stock, warrants and rights that are separated are expected to trade on the NASDAQ Capital Market under the symbols “PAAC” “PAACW” and “PAACR,” respectively. Holders of Units will need to have their brokers contact American Stock Transfer & Trust Company LLC, the Company’s transfer agent, in order to separate the holders’ Units into shares of Common Stock, warrants and rights.
A copy of the Press Release issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| 99.1 | Press Release June 18, 2019 |
| (1) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: June 19, 2019
| PROFICIENT ALPHA ACQUISITION CORP. | ||
| By: | /s/ Kin Sze | |
| Name: Kin Sze | ||
| Title: Co-Chief Executive Officer | ||
| (2) |
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, warrants and rights included in the units. Common stock, warrants and rights that are separated will trade on The Nasdaq Capital Market under the symbols “PAAC,” “PAACW” and “PAACR,” respectively. Those units not separated will continue to trade on The Nasdaq Capital Market under the symbol “PAACU.” Holders of units will need to have their brokers contact American Stock Transfer & Trust Company, the Company's transfer agent, in order to separate the units into shares of common stock, warrants and rights.
A registration statement relating to these securities has been filed with, and declared effective by, the Securities and Exchange Commission (“SEC”) on May 29, 2019. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Proficient Alpha Acquisition Corp.
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 one or more businesses or entities. The Company’s efforts to identify a prospective target business will not be limited to a particular industry or geographic region, although the Company intends to focus its search on companies which provide financial services in Asia, primarily China.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements.” Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company's registration statement and prospectus for the initial public offering filed with the SEC. Copies are available on the SEC's website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contact
Tracy Luo
Chief Financial Officer
Proficient Alpha Acquisition Corp.
Info@paac-us.com