Item 1.01 Entry Into A Material Definitive Agreement.
First Amendment to Business Combination Agreement
As previously disclosed in a Current Report on Form 8-K filed by Provident
Acquisition Corp., an exempted company incorporated with limited liability under
the laws of Cayman Islands ("Provident") with the Securities and Exchange
Commission (the "SEC"), on March 3, 2022, Provident entered into an Agreement
and Plan of Merger (the "Business Combination Agreement") with Perfect Corp., an
exempted company incorporated with limited liability under the laws of Cayman
Islands ("Perfect"), Beauty Corp., an exempted company incorporated with limited
liability under the laws of Cayman Islands and a wholly-owned subsidiary of
Perfect ("Merger Sub 1") and Fashion Corp., an exempted company incorporated
with limited liability under the laws of Cayman Islands and a wholly-owned
subsidiary of Perfect ("Merger Sub 2"), pursuant to which, among other
transactions, on the terms and subject to the conditions set forth therein,
Merger Sub 1 will merge with and into Provident, with Provident surviving as a
wholly-owned subsidiary of Perfect, and immediately after the consummation of
the foregoing transaction, Provident will merge with and into Merger Sub 2 (the
"Business Combination").
On September 16, 2022, Provident entered into the First Amendment to Agreement
and Plan of Merger (the "First Amendment") with Perfect, Merger Sub and Merger
Sub 2, reflecting changes to add the New York Stock Exchange as a potential
listing exchange of Perfect upon consummation of the Business Combination, in
addition to The Nasdaq Stock Market.
The foregoing description of the First Amendment is qualified in all respects by
reference to the full text of the First Amendment, a copy of which is attached
as Exhibit 2.1 hereto and the terms of which are incorporated by reference
herein.
First Amendment to Sponsor Letter Agreement
As previously disclosed in the Current Report on Form 8-K filed by Provident on
March 3, 2022, concurrently with the execution of the Business Combination
Agreement, Perfect, Provident and Provident Acquisition Holdings Ltd. (the
"Sponsor") entered into a letter agreement, pursuant to which Sponsor agreed to,
among other things, (i) attend the extraordinary general meeting of Provident to
establish a quorum for the purpose of approving the Business Combination, and
(ii) vote the Class B ordinary shares and any other securities of Provident
acquired by Sponsor in favor of approving the Business Combination.
On September 16, 2022, Provident entered into the First Amendment to Sponsor
Letter Agreement with Perfect and the Sponsor, reflecting changes to add the New
York Stock Exchange as a potential listing exchange of Perfect, in addition to
The Nasdaq Stock Market.
The foregoing description of the First Amendment to Sponsor Letter Agreement is
qualified in all respects by reference to the full text of the First Amendment
to Sponsor Letter Agreement, a copy of which is attached as Exhibit 10.1 hereto
and the terms of which are incorporated by reference herein.
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Forward-Looking Statements
This current report on Form 8-K (this "Current Report") contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended (the "Securities Act") and Section 21E of the Securities Exchange Act of
1934, as amended 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 are risks and uncertainties described
in the registration statement relating to the proposed transaction (the
"Registration Statement"), 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 Registration Statement, as amended, and those included under the heading
"Risk Factors" in the annual report on Form 10-K for year ended December 31,
2021 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,
the preliminary proxy statement/prospectus included in the Registration
Statement as well as other documents to be filed with the SEC because these
documents contain or 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,
when they become available, the definitive proxy statement/prospectus 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 and
Perfect with the SEC may be obtained free of charge at the SEC's website at
www.sec.gov.
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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 definitive 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 the
Registration Statement. Other information regarding the interests of the
participants in the proxy solicitation will be included in the definitive 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 definitive 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.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
2.1 First Amendment to Business Combination Agreement
10.1 First Amendment to Sponsor Letter Agreement
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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