Item 5.07 Submission of Matters to a Vote of Security Holders
On October 25, 2022, Provident Acquisition Corp., a Cayman Islands exempted
company with limited liability ("Provident"), held an extraordinary general
meeting (the "Extraordinary General Meeting"). There were 23,000,000 Class A
ordinary shares and 5,750,000 Class B ordinary shares of Provident outstanding
as of September 14, 2022, the record date for the Extraordinary General Meeting.
At the Extraordinary General Meeting, the holders of 16,629,217 Class A ordinary
shares and 5,750,000 Class B ordinary shares were represented in person or by
proxy, representing approximately 77.8% of the total ordinary shares of
Provident, which constituted a quorum.
Set forth below are the proposals voted upon at the Extraordinary General
Meeting, which are described in more detail in the definitive proxy
statement/prospectus filed with the Securities Exchange Commission on
September 30, 2022 (the "Proxy Statement/Prospectus"), and the final voting
results.
1. Proposal 1. The Business Combination Proposal. To consider and vote upon,
as an ordinary resolution, that the Agreement and Plan of Merger, dated as of
March 3, 2022, by and among Provident, Perfect Corp., a Cayman Islands exempted
company with limited liability ("Perfect"), Beauty Corp., a Cayman Islands
exempted company with limited liability and a wholly owned subsidiary of Perfect
(the "Merger Sub 1"), and Fashion Corp., a Cayman Islands exempted company with
limited liability and a wholly owned subsidiary of Perfect (the "Merger Sub 2"),
as it may be amended and/or restated from time to time, including by the First
Amendment to Agreement and Plan of Merger, dated as of September 16, 2022, by
and among Provident, Perfect, Merger Sub 1 and Merger Sub 2 (the "Business
Combination Agreement"), copies of which are attached to the Proxy
Statement/Prospectus as Annex A and Annex A-1, and the transactions contemplated
thereunder (the "Business Combination") including the mergers whereby 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 (the "First
Merger Surviving Company"), and immediately thereafter and as part of the same
overall transaction, the First Merger Surviving Company will merge with and into
Merger Sub 2 (the "Second Merger"), with Merger Sub 2 surviving the Second
Merger as a wholly owned subsidiary of Perfect, be approved and authorized in
all respects.
FOR AGAINST ABSTAIN BROKER NON-VOTE
20,113,102 1,698,043 568,072 0
2. Proposal 2. The Merger Proposal. To consider and vote upon, as a special
resolution, that the First Plan of Merger, a copy of which is attached to the
Proxy Statement/Prospectus as Annex C and have been produced and made available
for inspection at the Extraordinary General Meeting, and any and all
transactions provided for in the First Plan of Merger, including, without
limitation (a) the First Merger, (b) from the effective time of the First Merger
(the "First Merger Effective Time"), the amendment and restatement of the
existing memorandum and articles of association of Provident by deletion in
their entirety and the substitution in their place of the amended and restated
memorandum and articles of association of Provident (as the First Merger
Surviving Company) in the form attached as Appendix II to the First Plan of
Merger, being the memorandum and articles of association of Merger Sub 1, and
(c) at the First Merger Effective Time, (i) the redesignation of all authorized
shares of Provident (as the First Merger Surviving Company) as ordinary shares,
such that the authorized share capital of the First Merger Surviving Company
will become $22,100 divided into 221,000,000 ordinary shares of a par value of
$0.0001 each (the "First Merger Surviving Company Share Redesignation"),
(ii) upon the First Merger Surviving Company Share Redesignation becoming
effective, the consolidation of the authorized share capital of the First Merger
Surviving Company such that the authorized share capital of the First Merger
Surviving Company will become $22,100 divided into 221,000 ordinary shares of a
par value of $0.10 each (the "First Merger Surviving Company Share
Consolidation"), and (iii) upon the First Merger Surviving Company Share
Consolidation becoming effective, the increase of authorized share capital of
the First Merger Surviving Company from $22,100 divided into 221,000 ordinary
shares of a par value of $0.10 each to $50,000 divided into 500,000 ordinary
shares of a par value of $0.10 each, be approved and authorized in all respects.
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FOR AGAINST ABSTAIN BROKER NON-VOTE
20,113,102 1,698,043 568,072
0
3. Proposal 3. The Share Issuance Proposal. To consider and vote upon, as an
ordinary resolution, that for purposes of complying with applicable listing
rules of the Nasdaq Capital Market, the issuance of 20% or more of issued and
outstanding ordinary shares of Provident in connection with the Business
Combination and related financing, be approved and authorized in all respects.
FOR AGAINST ABSTAIN BROKER NON-VOTE
19,000,841 2,810,304 568,072 0
As there were sufficient votes to approve the above proposals, the "Adjournment
Proposal" described in the Proxy Statement/Prospectus was not presented to the
shareholders.
Item 7.01. Regulation FD Disclosure.
On October 25, 2022, Provident and Perfect issued a press release announcing the
approval of the Business Combination and other related proposals by Provident's
shareholders. A copy of the press release is furnished as Exhibit 99.1 to this
Current Report.
The information in this Item 7.01, including Exhibit 99.1, is furnished and
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
liabilities under that section, and shall not be deemed to be incorporated by
reference into the filings of Provident under the Securities Act of 1933, as
amended, or the Exchange Act, regardless of any general incorporation language
in such filings.
Item 8.01. Other Events.
Based on the results of the Extraordinary General Meeting, and subject to the
satisfaction or waiver of certain other closing conditions as described in the
Proxy Statement/Prospectus, the Business Combination and other transactions
contemplated by the Business Combination Agreement are expected to be
consummated on October 28, 2022. Following the consummation of the Business
Combination, the Class A ordinary shares and warrants of Perfect are expected to
begin trading on the New York Stock Exchange under the symbols "PERF" and "PERF
WS," respectively, on October 31, 2022.
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Item 9.01. Financial Statements and Exhibits.
The following exhibits are furnished as part of this report:
(d) Exhibits
Exhibit No. Description
99.1 Press Release dated October 25, 2022.
104 Cover Page Interactive Data File - the cover page interactive data
file does not appear in the Interactive Data File because its XBRL
tags are embedded within the Inline XBRL document.
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