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): ~~December~~March 3011, ~~2019~~2020 (~~December~~March 2610, ~~2019~~2020)

PROFICIENT ALPHA ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Nevada		001-38925		83-1505892
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

40 Wall St., 29th floor New York, New York		10005
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 of the registrant under any of the following provisions:

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	PAAC	The ~~NASDAQ~~Nasdaq Stock Market LLC
Warrants to purchase one share of Common Stock	PAACW	The ~~NASDAQ~~Nasdaq Stock Market LLC
Rights to receive one-tenth (1/10) of one share of Common Stock	PAACR	The ~~NASDAQ~~Nasdaq Stock Market LLC
Units, each consisting of one share of Common Stock, one Warrant and one Right	PAACU	The ~~NASDAQ~~Nasdaq Stock Market LLC

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 [X]

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 58.0201 ~~Departure~~Other ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Events

On ~~December~~March 2610, ~~2019~~2020, ~~the~~ Proficient ~~Board~~Alpha ofAcquisition ~~Directors~~Corp., a Nevada corporation (the “~~Board~~Company”), ofissued ~~Proficient~~a ~~Alpha~~press ~~Acquisition~~release ~~Corp.,~~announcing the execution of a Business ~~Nevada~~Combination ~~corporation~~Agreement (the “~~Company~~Business Combination Agreement”) ~~approved~~ anproviding ~~increase~~for in the ~~size~~combination of the ~~Board~~Company and ~~from~~Lion ~~six~~Financial ~~(6)~~Group ~~directors~~Limited, toa ~~seven~~British Virgin Islands corporation (7“Lion”) ~~directors~~ and ~~appointed~~Hong ~~Mr. Shih~~Kong-~~Chung~~based ~~Chou~~diversified tofinancial ~~serve~~services ascompany, under a ~~Class~~new IIholding ~~director~~company tonamed ~~fill~~Lion ~~the~~Group ~~vacancy~~Holding ~~created~~Ltd., as a ~~result~~Cayman Islands exempted company (“Pubco”). A copy of the ~~increase~~press inrelease ~~the~~is ~~size~~attached ofhereto ~~the~~as ~~Board~~Exhibit 99.1 and incorporated herein by reference.

~~Mr. Shih~~Forward-~~Chung~~Looking Chou, age 58, has over 20 years of experience in establishing and leading successful business ventures in the finance and real-estate industries in Asia, especially China. He is the founder and shareholder of National Agricultural Holding Limited, a rural market-based company that integrates financial services, agricultural product trading, information, industry and science research. He has been serving as the Chief Executive Officer of Shanghai Kongsheng Industrial Co., Ltd., a real estate development, investment and management company, since February 1997. From June 2005 to November 2013, he served as the M&A Department Manager of Qianlong Technology International Holding Limited. From December 1993 to January 1997, he served as the General Manager of Shanghai Gaosheng Real Estate Development Co., Ltd., a consulting service provider in financial and real estate investment. Mr. Chou received his Bachelor’s degree in Business from Tunghai University and an EMBA degree from Hong Kong University of Science and Technology. He is qualified to serve on the Board due to his extensive knowledge of the financial and investment industry.Statements

~~There~~This ~~are~~report nocontains forward-looking ~~family~~statements ~~relationships~~that involve risks and uncertainties concerning the Company’s proposed business combination with ~~between~~Lion Mr(the “Business Combination”), Lion’s expected financial performance, as well as its strategic and operational plans. ~~Chou~~Actual events or results may differ materially from those described in this report due to a number of risks and uncertainties. These risks and uncertainties could cause actual results or outcomes to differ materially from those indicated by such forward looking-statements. These risks and uncertainties include, but are not limited to: (1) the occurrence of any ~~director~~event, change or ~~executive~~other circumstances ~~officer~~that could give rise to the termination of the ~~Company.~~Business ~~Other~~Combination ~~than~~Agreement; as(2) ~~set~~the ~~forth~~outcome ~~below~~of any legal proceedings that may be instituted against the Company, ~~there~~Lion ~~There~~or ~~are~~others nofollowing announcement of the Business Combination Agreement and the transactions ~~between~~contemplated therein; (3) the inability to complete the transactions contemplated by the Business Combination Agreement due to the failure to obtain approval of the stockholders of the Company; (4) the inability to complete the transactions contemplated by the Business Combination Agreement due to the failure to obtain consents and ~~Mr.~~approvals ~~Chou~~of ~~that~~Lion’s ~~are~~shareholders ~~subject~~and investors; (5) delays in obtaining, adverse conditions contained in, or the inability to ~~disclosure~~obtain necessary regulatory approvals required to ~~under~~complete ~~Item~~the ~~404~~transactions contemplated by the Business Combination Agreement; (6) the risk that the Business Combination disrupts current plans and operations as a result of the announcement and consummation of the transactions described herein; (7) the inability to recognize the anticipated benefits of ~~Regulation~~the ~~S-K~~Business Combination; (8) the ability to obtain or maintain the listing of Pubco’s securities on The Nasdaq Stock Market, following the Business Combination, including having the requisite number of stockholders; (9) costs related to the Business Combination; (10) changes in applicable laws or regulations; (11) the possibility that Lion may be adversely affected by other economic, business, and/or competitive factors; and (12) other risks and uncertainties indicated from time to time in filings with the Securities and Exchange Commission (the “SEC”) by the Company or Pubco.

InReaders ~~September~~are ~~2018,~~referred to the ~~Company~~most ~~issued~~recent ~~431,250~~reports ~~shares~~filed ofwith ~~common~~the ~~stock~~SEC ofby the Company ~~to Mr~~. ~~Chou~~Readers inare acautioned ~~private~~not ~~placement prior~~ to ~~the~~place ~~Company's~~undue ~~initial~~reliance ~~public~~upon ~~offering~~any ~~(the~~forward-looking statements, ~~"IPO")~~which atspeak aonly ~~price~~as of ~~$0.20~~the ~~per~~date ~~share. Simultaneously~~made, ~~with~~and ~~the~~we ~~closing~~undertake ofno ~~the~~obligation ~~IPO~~to onupdate ~~June~~or 3,revise ~~2019,~~ the ~~Company~~forward-looking ~~consummated a sale of 5~~statements,~~375,000~~ whether ~~warrants~~as in a ~~private placement~~result toof ~~Mr.~~new ~~Chou~~information, atfuture aevents ~~price~~or ~~of $1~~otherwise.~~00 per warrant.~~

OnAdditional ~~July 24, 2019, the Company and Mr. Chou entered into an unsecured promissory note for a principal amount of up to $800,000 to be used by the Company for working capital purposes..~~Information

~~Item~~Pubco intends 8to file with the SEC a Registration Statement on Form F-4, which will include a preliminary proxy statement of the Company and a prospectus in connection with the Business Combination.01 ~~Other~~The ~~Events~~Company will mail a definitive proxy statement and other relevant documents to its stockholders. Stockholders of the Company and other interested persons are advised to read, when available, the preliminary proxy statement, and amendments thereto, and the definitive proxy statement in connection with the Company’s solicitation of proxies for the special meeting to be held to approve the Business Combination because these documents will contain important information about the Company, Lion, Pubco and the Business Combination. The definitive proxy statement will be mailed to stockholders of the Company as of a record date to be established for voting on the Business Combination. Stockholders will also be able to obtain copies of the Registration Statement and the proxy statement/prospectus, without charge, once available, on the SEC’s website at www.sec.gov or by directing a request to the Company by contacting its Chief Financial Officer, Tracy Luo, c/o Proficient Alpha Acquisition Corp., 40 Wall St., 29th Floor, New York, New York 10005, at (917) 289-0932 or at info@paac-us.com.

~~On December 17, 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.~~ (1)

~~(1)~~Participants in the Business Combination

~~SIGNATURE~~Pubco, the Company, and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the Business Combination. Information regarding the officers and directors of the Company is set forth in the Company’s annual report on Form 10-K, which was filed with the SEC on December 30, 2019. Additional information regarding the interests of such potential participants will also be included in the Registration Statement on Form F-4 (and will be included in the definitive proxy statement/prospectus for the Business Combination) and other relevant documents filed with the SEC.

~~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.~~Disclaimer

~~Dated:~~This ~~December~~communication 30shall not constitute an offer to sell or the solicitation of an offer to buy any securities, ~~2019~~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 offering 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.

~~PROFICIENT~~Item ~~ALPHA ACQUISITION CORP~~9.01 ~~By:~~Financial ~~/s/~~Statements ~~Kin~~and ~~Sze Name: Kin Sze Title: Chief Executive Officer~~Exhibits.

(2d) Exhibits

99.1	Press Release, dated March 10, 2020

(2)

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: March 11, 2020

	PROFICIENT ALPHA ACQUISITION CORP.

	By:	/s/ Kin Sze
		Name: Kin Sze
		Title: Chief Executive Officer

(3)

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