Securities Registration (section 12(b)) (8-a12b)
30 May 2019 - 12:06AM
Edgar (US Regulatory)
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES
OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g)
OF THE
SECURITIES EXCHANGE ACT OF 1934
PROFICIENT ALPHA ACQUISITION CORP.
(Exact Name of Registrant as Specified
in Its Charter)
Nevada
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83-1505892
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(State of Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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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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If
this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant
to General Instruction A.(c) or (e), please check the following box.
x
If
this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant
to General Instruction A.(d) or (e), please check the following box.
¨
Securities Act registration statement file number to which this form relates:
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333-231084
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(If applicable)
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of Each Class
to be Registered
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Name of Each Exchange on Which
Each Class is to be Registered
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Units, each consisting of one share of Common Stock, one Warrant and one Right
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The Nasdaq Stock Market LLC
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Common Stock, par value $0.001 per share
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The Nasdaq Stock Market LLC
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Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $11.50
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The Nasdaq Stock Market LLC
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Rights, exchangeable into one-tenth of one share of Common Stock
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The Nasdaq Stock Market LLC
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Securities to be registered pursuant
to Section 12(g) of the Act:
Item 1.
Description
of Registrant’s Securities to be Registered.
The securities
to be registered hereby are the units, common stock, warrants to purchase shares of common stock and rights exchangeable into one-tenth
of one share of common stock of Proficient Alpha Acquisition Corp. (the “
Company
”). The description of the units,
common stock, warrants and rights contained in the section entitled “Description of Securities” in the prospectus included
in the Company’s Registration Statement on Form S-1 (File No. 333-231084) filed with the Securities and Exchange Commission
on April 26, 2019, as amended from time to time (the “
Registration Statement
”), to which this Form 8-A relates,
is incorporated herein by reference. Any form of prospectus or prospectus supplement to the Registration Statement that includes
such descriptions and that is subsequently filed is also incorporated by reference herein.
Item 2. Exhibits.
The following
exhibits have been filed as exhibits to the Registration Statement, as amended, and are incorporated herein by reference:
Exhibit No.
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Description
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3.1
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Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (File No. 333-231084), filed with the Securities and Exchange Commission on April 26, 2019 (the “Registration Statement”)).
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3.2
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Form of Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.2 to the Registration Statement).
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3.3
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By-laws (incorporated by reference to Exhibit 3.3 to the Registration Statement).
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4.1
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Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (File No. 333-231084), filed with the Securities and Exchange Commission on May 17, 2019 (the “Amended Registration Statement”)).
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4.2
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Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Amended Registration Statement).
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4.3
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Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Amended Registration Statement).
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4.4
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Specimen Right Certificate (incorporated by reference to Exhibit 4.4 to the Amended Registration Statement).
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4.5
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Form of Warrant Agreement between American Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 4.5 to the Amended Registration Statement).
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4.6
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Form of Rights Agreement between American Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 4.6 to the Amended Registration Statement).
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4.7
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Form of Representative’s Warrants (incorporated by reference to Exhibit 4.7 to the Amended Registration Statement).
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10.1
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Form of Investment Management Trust Agreement between American Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 10.2 to the Registration Statement).
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10.2
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Form of Registration Rights Agreement between the Company and certain security holders (incorporated by reference to Exhibit 10.3 to the Amended Registration Statement).
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10.3
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Form of Share Escrow Agreement between the Company, American Stock Transfer & Trust Company and the Initial Stockholder (incorporated by reference to Exhibit 10.7 to the Amended Registration Statement).
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SIGNATURE
Pursuant to
the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereto duly authorized.
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Very truly yours,
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PROFICIENT ALPHA ACQUISITION CORP.
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By:
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/s/ Kin Sze
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Kin Sze
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Co-Chief Executive Officer
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Dated: May 29, 2019
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