March 12, 2019
Wei Fan
Chief Executive Officer
Proficient Alpha Acquisition Corp
40 Wall Street
29th Floor
New York, NY 10005
Re: PROFICIENT ALPHA ACQUISITION CORP
Draft Registration Statement on Form S-1
Submitted February 12, 2019
CIK No. 0001764711
Dear Mr. Fan:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.
Please respond to this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.
Draft Registration Statement on Form S-1
Prospectus Summary, page 1
1. Please provide brief disclosure here and full disclosure in the main
section on the
background of the sponsor and his relationship to management.
Effecting a Business Combination, page 3
2. We note your reference in the first and third paragraphs on page 4 to
the need to obtain the
opinion of an independent investment banking firm if the board is unable
to independently
determine the fair market value of a target business. Please clarify,
consistent with
Wei Fan
FirstNameAlpha Acquisition Corp
Proficient LastNameWei Fan
Comapany2019
March 12, NameProficient Alpha Acquisition Corp
March 12, 2019 Page 2
Page 2
FirstName LastName
disclosure in your risk factor on page 28 entitled "We may not obtain
a fairness opinion . .
. ," that you have no obligation to obtain an opinion unless the
target business you seek to
acquire is affiliated with any of your officers, directors, or
sponsors. Please also revise to
clarify whether public shareholders will be able to read and rely on
such opinion, if it is
obtained.
Stockholder approval of, or tender offer in connection with, initial business
combination, page 12
3. We note disclosure that if you hold a meeting to approve a proposed
business
combination, your sponsor, officers, directors and their affiliates
could make purchases of
units in the open market or in private transactions, either before or
after you have mailed a
proxy statement in order to influence the vote. Please revise to
clarify how your affiliates
will select which shareholders to purchase shares from in any private
transaction. Also
clarify whether your affiliates will select shareholders who have
already submitted votes
via proxy or at the meeting. Also revise to discuss how shareholders
will be notified of
the side purchases, other than on a Current Report on Form 8-K, prior
to the closing of
your shareholders meeting.
Principal Stockholders, page 65
4. We note disclosure on your cover page and elsewhere that the
"founders'" shares include
up to 375,000 shares subject to forfeiture to the extent that the
underwriters' over-
allotment option is not exercised. We also note that the number of
shares owned prior to
and after the offering by your sponsor alone is reduced by 375,000
shares. Please describe
the assumptions underlying this reduction in the number of shares your
sponsor owns, and
clarify whether the shares subject to forfeiture are only shares held
by the sponsor, or
whether there are other parties that also own "founders' shares" that
are subject to
forfeiture.
Exclusive Forum Selection, page 70
5. We note here and in your risk factor on page 30 entitled "Our amended
and restated
articles of incorporation will provide . . . ," that your forum
selection provision identifies
the Clark County Business Court of the State of Nevada as the
exclusive forum for certain
stockholder litigation matters. Please clarify whether the exclusive
forum provision
applies to actions arising under the Securities Act or Exchange Act.
In that regard, we note
that Section 27 of the Exchange Act creates exclusive federal
jurisdiction over all suits
brought to enforce any duty or liability created by the Exchange Act
or the rules and
regulations thereunder, and Section 22 of the Securities Act creates
concurrent jurisdiction
for federal and state courts over all suits brought to enforce any
duty or liability created by
the Securities Act or the rules and regulations thereunder. If this
provision applies to
claims arising under the Exchange Act and/or the Securities Act, then
please disclose that
there is uncertainty as to whether a court would enforce such
provision and state that
shareholders will not be deemed to have waived the company's
compliance with the
Wei Fan
Proficient Alpha Acquisition Corp
March 12, 2019
Page 3
federal securities laws and the rules and regulations thereunder. If
this provision does not
apply to actions arising under the Securities Act or Exchange Act,
please also ensure that
the exclusive forum provision in the governing documents states this
clearly.
General
6. Please supplementally provide us with copies of all written
communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
not they retain copies of the communications.
7. Please revise footnote 1 to the "Calculation of Registration Fee"
table to specify the
provision of Rule 457 of the Securities Act of 1933 you relied upon to
calculate your
registration fee.
Condensed Statements of Operations for the Period from July 27, 2018
(Inception) through
September 30, 2018, page 88
8. Please revise your next amendment to break out the material components
of general and
administrative expenses. Please discuss any material trends between
periods in
Management's Discussion and Analysis of Financial Condition and
Results of Operations.
You may contact David Irving, Staff Accountant, at 202-551-3321 or John
Nolan, Senior
Assistant Chief Accountant, at 202-551-3492 if you have questions regarding
comments on the
financial statements and related matters. Please contact me at 202-551-3765
with any other
questions.
FirstName LastNameWei Fan Sincerely,
Comapany NameProficient Alpha Acquisition Corp
Division of
Corporation Finance
March 12, 2019 Page 3 Office of
Financial Services
FirstName LastName