Item 1.01 Entry Into A Material Definitive Agreement.
Business Combination Agreement
On March 3, 2022, Provident Acquisition Corp., an exempted company incorporated
with limited liability under the laws of Cayman Islands ("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, (i) Merger Sub 1 will merge with and into Provident (the "First
Merger"), with Provident surviving the First Merger as a wholly-owned subsidiary
of Perfect, and (ii) immediately after the consummation of the First Merger,
Provident (as the surviving company of the First Merger) will merge with and
into Merger Sub 2 (the "Second Merger" and together with the First Merger,
collectively, the "Mergers"), with Merger Sub 2 surviving the Second Merger as a
wholly-owned subsidiary of Perfect (the "Business Combination").
The Business Combination
Pursuant to the Business Combination Agreement and subject to the approval of
the Provident shareholders, among other things, (i) immediately prior to the
effective time of the First Merger (the "First Merger Effective Time"), each
Class B ordinary share of Provident, par value $0.0001 per share ("Provident
Class B Ordinary Shares"), outstanding immediately prior to the First Merger
Effective Time will be automatically converted into a number of Class A ordinary
shares of Provident, par value $0.0001 per share ("Provident Class A Ordinary
Shares") in accordance with the articles of association of Provident then
effective, and, after giving effect to such automatic conversion, at the First
Merger Effective Time and as a result of the First Merger, (a) each issued and
outstanding Provident Class A Ordinary Share (other than the Provident
Dissenting Shares (as defined below)) will be cancelled in exchange for the
right to receive one Class A ordinary share of Perfect, par value $0.10 per
share ("Perfect Class A Ordinary Share") after giving effect to the
Recapitalization (as defined below), and (b) each issued and outstanding
Provident Class A Ordinary Share that is held by any person who has validly
exercised and not effectively withdrawn or lost their right to dissent from the
First Merger in accordance with Section 238 of the Companies Act (As Revised) of
the Cayman Islands ("Provident Dissenting Share") will be cancelled and carry no
right other than the right to receive the payment of the fair value of such
Provident Dissenting Share determined in accordance with Section 238 of the
Companies Act (As Revised) of the Cayman Islands, and (ii) each issued and
outstanding warrant of Provident sold to the public and to Provident Acquisition
Holdings Ltd., a Cayman Islands exempted company with limited liability
("Sponsor"), in a private placement in connection with Provident's initial
public offering ("Provident Warrants") will be converted into a corresponding
warrant exercisable for Perfect Class A Ordinary Shares ("Perfect Warrants").
Immediately prior to the First Merger Effective Time, (i) the amended and
restated memorandum and articles of association of Perfect ("Listing A&R AoA")
will be adopted and become effective, and (ii) Perfect will effect a share
combination such that each common share of Perfect, par value $0.10 per share,
and each preferred share of Perfect, par value $0.10 per share (collectively,
the "Pre-Recapitalization Perfect Shares") (whether issued and outstanding or
authorized but unissued) immediately prior to the First Merger Effective Time,
will be consolidated into a number of shares equal to the Combination Factor (as
defined below), and upon such share combination, (a) each resulting share held
by any person other than DVDonet.com. Inc., Golden Edge Co., Ltd., World Speed
Company Limited and Alice H. Chang (collectively, the "Founder Parties") will be
repurchased and cancelled by Perfect in exchange for the issuance of one Perfect
Class A Ordinary Share, and (b) each resulting share that is held by the Founder
Parties will be repurchased and cancelled by Perfect in exchange for the
issuance of one Class B ordinary share of Perfect, par value $0.10 per share
("Perfect Class B Ordinary Share", and together with Perfect Class A Ordinary
Shares, the "Perfect Ordinary Shares") (items (i) through (ii), the
"Recapitalization"). Pursuant to the Listing A&R AoA, each Perfect Class A
Ordinary Share will have one vote and each Perfect Class B Ordinary Share will
have ten votes.
2
The "Combination Factor" is a number resulting from dividing the Per Share
Perfect Equity Value by $10.00. The "Per Share Perfect Equity Value" is obtained
by dividing (i) the equity value of Perfect (being $1,010,000,000) by (ii) the
aggregate number of Pre-Recapitalization Perfect Shares that are issued and
outstanding immediately prior to the Recapitalization. Upon the
Recapitalization, each Perfect Ordinary Share will have a value of $10.00.
The Business Combination has been approved by the boards of directors of both
Provident and Perfect.
Conditions to Closing
The consummation of the Business Combination is conditioned upon, among other
things: (i) receipt of the required approval by the Provident shareholders;
(ii) receipt of the required approval by the Perfect shareholders; (iii) after
giving effect to the exercise of the redemption rights of the Provident
shareholders (the "Provident Shareholder Redemption"), Merger Sub 2 (as the
surviving company of the Mergers) having at least $5,000,001 of net tangible
assets immediately after the consummation of the Business Combination; (iv) the
absence of any law or governmental order enjoining, prohibiting or making
illegal the consummation of the Business Combination; (v) the approval for
listing of Perfect Class A Ordinary Shares and Perfect Warrants to be issued in
connection with the Business Combination on the Nasdaq Stock Market ("Nasdaq")
immediately following the Closing (as defined in the Business Combination
Agreement); (vi) effectiveness of the Registration Statement (as defined below)
in accordance with the Securities Act of 1933, as amended (the "Securities Act")
and the absence of any stop order issued by the U.S. Securities and Exchange
Commission (the "SEC") with respect to the Registration Statement; and
(vii) completion of the Recapitalization in accordance with the terms of the
Business Combination Agreement.
The obligations of Perfect, Merger Sub 1 and Merger Sub 2 to consummate the
Business Combination are also conditioned upon, among other things: (i) the
accuracy of the representations and warranties of Provident (subject to certain
materiality standards set forth in the Business Combination Agreement);
(ii) material compliance by Provident with its pre-closing covenants; (iii) the
. . .
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.
The 5,000,000 Provident Class A Ordinary Shares to be offered and sold in
connection with the PIPE Financing have not been registered under the Securities
Act of 1933, as amended (the "Securities Act"), in reliance upon the exemption
provided in Section 4(a)(2) thereof.
8
Item 7.01 Regulation FD Disclosure.
On March 3, 2022, Provident and Perfect issued a joint press release announcing
their entry into the Business Combination Agreement and the PIPE Subscription
Agreements. The press release is attached hereto as Exhibit 99.1 and
incorporated by reference herein.
Furnished as Exhibit 99.2 hereto and incorporated into this Item 7.01 by
reference is an investor presentation that Provident and Perfect have prepared
for use in connection with the PIPE Financing and the announcement of the
Business Combination.
Furnished as Exhibit 99.3 hereto and incorporated into this Item 7.01 by
reference is certain financial data of Perfect that Perfect prepared for use in
connection with the PIPE Financing. Such financial data is prepared and
presented in conformity with the Regulations Governing the Preparation of
Financial Reports by Securities Issuers and IAS 34 "Interim Financial Reporting"
endorsed and issued into effect by the R.O.C. Financial Supervisory Commission,
which differ from the International Financial Reporting Standards and the U.S.
Generally Accepted Accounting Principles in certain significant respects. This
financial data has not been audited pursuant to the standards of the Public
Company Accounting Oversight Board and does not comply with Regulation S-X
promulgated under the Securities Act by the SEC. There is a possibility that the
financial information of Perfect to be provided in future filings by Provident
or Perfect will vary materially from the financial data presented in Exhibit
99.3. Accordingly, you should not place undue reliance upon the financial data.
The foregoing (including Exhibits 99.1, 99.2 and 99.3) is being furnished
pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise be subject to the liabilities of that section, nor will it be deemed
to be incorporated by reference in any filing under the Securities Act or the
Exchange Act, regardless of any general incorporation language in such filings.
This Current Report will not be deemed an admission as to the materiality of any
information in this Item 7.01, including Exhibits 99.1, 99.2 and 99.3.
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 Registration Statement to be filed by Perfect 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.
9
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 Annual Report
on Form 10-K for the year ended December 31, 2020. 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.
10
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Exhibit
2.1* Business Combination Agreement
10.1 Form of PIPE Subscription Agreement
10.2 Sponsor Letter Agreement
10.3* Form of Perfect Shareholder Voting Agreement
10.4* Form of Perfect Shareholder Lock-Up Agreement
10.5* Form of Registration Rights Agreement
99.1 Press Release, dated March 3, 2022
99.2 Investor Presentation
99.3 Financial Information of Perfect
Cover Page Interactive Data File (embedded within the Inline XBRL
104 document).
* Certain of the appendices, annexes, exhibits and/or schedules to this
exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The
Registrant agrees to furnish supplementally a copy of all omitted exhibits and
schedules to the SEC upon its request.
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