April 16, 2019

Wei Fan
Chief Executive Officer
Proficient Alpha Acquisition Corp
40 Wall Street
29th Floor
New York, NY 10005


       Re: PROFICIENT ALPHA ACQUISITION CORP
           Amendment No. 1 to Draft Registration Statement on Form S-1
           Submitted April 5, 2019
           CIK No. 0001764711

Dear Mr. Fan:

      We have reviewed your amended 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.

Amendment No. 1 to Draft Registration Statement on Form S-1

Effecting a Business Combination, page 3

1.     We note the revisions you made in response to comment two of our letter
dated March 12,
       2019. Please be aware that we may object to limitations on shareholder
reliance on a
       fairness opinion that you discuss in a proxy or information statement or
tender offer
       documents in connection with a business combination transaction. Please
see our
       Compliance and Disclosure Interpretations regarding Regulation M-A and
Related
       Rules.
 Wei Fan
FirstNameAlpha Acquisition Corp
Proficient LastNameWei Fan
Comapany NameProficient Alpha Acquisition Corp
April 16, 2019
April 2 2019 Page 2
Page 16,
FirstName LastName
Exclusive Forum Selection , page 71

2.       We note your disclosures that the exclusive forum provision will not
apply to suits
         brought to enforce duties or liabilities created by the Securities Act
or the Exchange Act.
         As requested in comment five of our letter dated March 12, 2019,
please also ensure that
         the exclusive forum provision, as it appears in your amended and
restated articles of
         incorporation, states this clearly as well.
        You may contact David Irving, Staff Accountant, at 202-551-3321 or Gus
Rodriguez,
Accounting Branch Chief, at 202-551-3752 if you have questions regarding
comments on the
financial statements and related matters. Please contact Pamela Long, Assistant
Director, at 202-
551-3765 with any other questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of
Financial Services