Item 7.01 Regulation FD Disclosure.
Furnished as Exhibit 99.1 hereto and incorporated into this Item 7.01 herein by
reference is the investor call script dated
The Exhibit 99.1 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 Exhibit 99.1.
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
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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
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
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.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Exhibit
99.1 Investor Call Script, datedMarch 3, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 4
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