Current Report Filing (8-k)
July 24 2019 - 3:11PM
Edgar (US Regulatory)
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
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001-38925
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83-1505892
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification Number)
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40 Wall St., 29
th
floor
New York, New York
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10005
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(Address of principal executive offices)
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(Zip Code)
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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
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbols
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Name of each exchange on which registered
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Units
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PAACU
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The Nasdaq Stock Market LLC
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Common Stock
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PAAC
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The Nasdaq Stock Market LLC
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Warrants
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PAACW
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The Nasdaq Stock Market LLC
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Rights
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PAACR
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The Nasdaq Stock Market LLC
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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 2.03 Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On July 24, 2019, Proficient Alpha Acquisition
Corp, a Nevada corporation (the “Company”), and Shih-Chung Chou, the sponsor of the Company (the “Sponsor”),
entered into an unsecured promissory note (the “Note”) for a principal amount of up to $800,000 to be used by the Company
for working capital purposes. Pursuant to the terms of the Note, the Sponsor will loan to the Company up to a total of $800,000,
in the event that the Company’s cash held outside of its trust account is less than $150,000. The Note bears no interest
and is repayable in full upon the earlier of the consummation of the Company’s initial business combination and the date
of the winding up of the Company. The amount of cash outside of the trust account as of June 30, 2019 was $2,178,255.
The disclosure set forth in this Item
2.03 is intended to be a summary only and is qualified in its entirety by reference to the Note. A copy of the Note is attached
as Exhibit 10.1 to this Current Report on Form 8-K.
Item 8.01
Other
Events
On July 18, 2019, the Company entered
into a non-binding Letter of Intent with a potential target company for an initial business combination between the Company and
such potential target company.
Item 9.01
Financial
Statements and Exhibits
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: July 24, 2019
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PROFICIENT ALPHA ACQUISITION CORP.
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By:
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/s/ Kin Sze
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Name: Kin Sze
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