UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
Assignment Assumption and Consent Agreement
Upon requests from certain PIPE Investors ("PIPE Assignors") to transfer and assign their rights and obligations under the respective PIPE Subscription Agreements to their respective affiliates ("PIPE Assignees") for internal reorganization purposes, on August 9, 2022, Provident Acquisition Corp. (the “Provident”), Perfect Corp. (“Perfect”), each PIPE Assignor and each PIPE Assignee entered into certain assignment assumption and consent agreements (the "Assignment Assumption and Consent Agreement"). Each PIPE Assignee will assume the respective Subscription Agreements, including the full amount of PIPE Assignors' aggregate subscription under such agreement.
The foregoing description of the Assignment Assumption and Consent Agreement is qualified in all respects by reference to the full text of the Assignment Assumption and Consent Agreements, which are attached as Exhibits 10.1 and 10.2 hereto and incorporated by reference herein.
Terms of the PIPE Subscription Agreement were disclosed on Provident’s Current Report on Form 8-K dated March 3, 2022 and a form of PIPE Subscription Agreement is filed as Exhibit 10.1 thereunder.
FPA Joinder Agreement and Consent to Joinder Agreement
Similarly, upon requests from an FPA Investor, on August 9, 2022, an affiliate of the FPA Investor entered into a joinder agreement with the Provident and the FPA Investor to assume the rights and obligations of the FPA Investor under the Forward Purchase Agreement (such joinder agreement, the "FPA Joinder Agreement"). On the same date and prior to the entry into the FPA Joinder Agreement, Perfect provided a consent in writing to such joinder agreement upon Provident’s request (the “Consent to Joinder Agreement”).
The foregoing descriptions of the FPA Joinder Agreement and the Consent to Joinder Agreement are qualified in all respects by reference to the full text of the FPA Joinder Agreement and the Consent to Joinder Agreement, respectively, which are attached as Exhibits 10.3 and 10.4 hereto and incorporated by reference herein.
Terms of the Forward Purchase Agreement were disclosed on Provident’s registration statement on Form S-1 dated December 22, 2020 and the executed version of the Forward Purchase Agreement is filed as Exhibit 10.10 thereunder.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure set forth above in Item 1.01 of this Current Report is incorporated by reference herein.
Forward-Looking Statements
This Current Report contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are based on beliefs and assumptions and on information currently available to Provident and Perfect. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” “target,” “seek” or the negative or plural of these words, or other similar expressions that are predictions or indicate future events or prospects, although not all forward-looking statements contain these words. Any statements that refer to expectations, projections or other characterizations of future events or circumstances, including the capability of Perfect’s technology and Perfect’s business plans are also forward-looking statements. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by these forward- looking statements. Although each of Provident and Perfect believes that it has a reasonable basis for each forward-looking statement contained in this Current Report, each of Provident and Perfect cautions you that these statements are based on a combination of facts and factors currently known and projections of the future, which are inherently uncertain. In addition, there will be risks and uncertainties described in the proxy statement/prospectus relating to the proposed transaction, which is expected to be filed by Perfect with the SEC, and other documents filed by Perfect or Provident from time to time with the SEC. These filings may identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Neither Provident nor Perfect can assure you that the forward-looking statements in this Current Report will prove to be accurate. These forward-looking statements are subject to a number of risks and uncertainties, including, among others, the ability to complete the Business Combination due to the failure to obtain approval from Provident’s shareholders or satisfy other closing conditions in the Business Combination Agreement, the occurrence of any event that could give rise to the termination of the Business Combination Agreement, the ability to recognize the anticipated benefits of the Business Combination, the amount of redemption requests made by Provident’s public shareholders, costs related to the transaction, the impact of the global COVID-19 pandemic, the risk that the transaction disrupts current plans and operations as a result of the announcement and consummation of the transaction, the outcome of any potential litigation, government or regulatory proceedings and other risks and uncertainties, including those to be included under the heading “Risk Factors” in the preliminary proxy statement, as amended, filed by Provident with the SEC and those included under the heading “Risk Factors” in the annual report on Form 10-K for year ended December 31, 2020 of Provident and in its subsequent quarterly reports on Form 10-Q and other filings with the SEC. There may be additional risks that neither Provident nor Perfect presently knows or that Provident and Perfect currently believe are immaterial that could also cause actual results to differ from those contained in the forward looking statements. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by Provident, Perfect, their respective directors, officers or employees or any other person that Provident and Perfect will achieve their objectives and plans in any specified time frame, or at all. The forward-looking statements in this Current Report represent the views of Provident and Perfect as of the date of this Current Report. Subsequent events and developments may cause those views to change. However, while Provident and Perfect may update these forward-looking statements in the future, there is no current intention to do so, except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing the views of Provident or Perfect as of any date subsequent to the date of this Current Report.
Additional Information and Where to Find It
Shareholders of Provident and other interested persons are encouraged to read, when available, the preliminary proxy statement/prospectus included in the Registration Statement as well as other documents to be filed with the SEC because these documents will contain important information about Provident, Perfect and the proposed transaction. After the Registration Statement is declared effective, the definitive proxy statement/prospectus to be included in the Registration Statement will be mailed to shareholders of Provident as of a record date to be established for voting on the proposed transaction. Before making any voting or investment decision, investors and shareholders of Provident are urged to carefully read the entire Registration Statement and proxy statement/prospectus, when they become available, and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, because they will contain important information about the proposed Business Combination. The documents filed by Provident with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov.
Participants in the Solicitation
Provident and its directors and executive officers may be deemed participants in the solicitation of proxies from Provident’s shareholders with respect to the Business Combination. A list of the names of those directors and executive officers and a description of their interests in Provident will be included in the proxy statement/prospectus for the Business Combination when available at www.sec.gov. Information about Provident’s directors and executive officers and their ownership of Provident’s shares is set forth in Provident’s Amendment No. 2 to the Preliminary Statement on Schedule 14A. Other information regarding the interests of the participants in the proxy solicitation will be included in the proxy statement/prospectus pertaining to the Business Combination when it becomes available. These documents can be obtained free of charge from the source indicated above.
Perfect and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of Provident in connection with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed Business Combination will be included in the proxy statement/prospectus for the Business Combination when available.
No Offer or Solicitation
This Current Report is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination and does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to 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 the Securities Act, or an exemption therefrom.
Item 9.01 Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 9, 2022
| PROVIDENT ACQUISITION CORP. | ||
| By: | /s/ Michael Aw | |
| Michael Aw | ||
| Chief Executive Officer | ||