Statistiche di base
CIK | 1830531 |
SEC Filings
SEC Filings (Chronological Order)
November 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-39860 PROVIDENT ACQUISITION CORP. (Exact name of registrant as specified |
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October 28, 2022 |
? Exhibit 10.2 EXECUTION VERSION ? LOCK-UP AGREEMENT ? This LOCK-UP AGREEMENT (this ?Agreement?) is made and entered into as of October?28, 2022, by and among Perfect Corp., a Cayman Islands exempted company with limited liability (the ?Company?), Provident Acquisition Corp., a Cayman Islands exempted company with limited liability (?PAQC?), and the persons listed on Schedule A hereto (each, a ?Co |
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October 28, 2022 |
Exhibit 10.1 EXECUTION VERSION ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this ?Agreement?), dated as of October 28, 2022, is entered into by and among Perfect Corp., a Cayman Islands exempted company (?Perfect?), Provident Acquisition Corp., a Cayman Islands exempted company (?PAQC?), and Continental Stock Transfer & Trust Company, a New Yo |
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October 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2022 PROVIDENT ACQUISITION CORP. |
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October 28, 2022 |
Exhibit 99.1 Perfect Corp. and Provident Acquisition Corp. Complete Business Combination - Perfect?s Shares and Warrants to Trade on the NYSE under Ticker Symbols ?PERF? and ?PERF WS,? respectively NEW YORK ? October 28, 2022 ? Perfect Corp. (?Perfect?), a global leader in providing augmented reality (?AR?) and artificial intelligence (?AI?) Software-as-a-Service (?SaaS?) solutions to beauty and f |
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October 28, 2022 |
Exhibit 10.3 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, this ?Agreement?), dated as of October 28, 2022, is made and entered into by and among: (a)????????????Perfect Corp., a Cayman Islands exempted company with limited liability |
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October 25, 2022 |
Exhibit 99.1 Perfect Corp. and Provident Acquisition Corp. Announce Approval of Business Combination by Provident?s Shareholders - Merger to Deliver approximately US$119 million in Gross Proceeds to Support Perfect?s Growth - Perfect and Provident Expect to Close the Business Combination on October 28, 2022 - Perfect?s Shares and Warrants Expected to Begin Trading on the NYSE on October 31, 2022 u |
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October 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2022 PROVIDENT ACQUISITION CORP. |
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October 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2022 PROVIDENT ACQUISITION CORP. |
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October 25, 2022 |
Exhibit 99.1 Perfect Corp. and Provident Acquisition Corp. Announce Approval of Business Combination by Provident?s Shareholders - Merger to Deliver approximately US$119 million in Gross Proceeds to Support Perfect?s Growth - Perfect and Provident Expect to Close the Business Combination on October 28, 2022 - Perfect?s Shares and Warrants Expected to Begin Trading on the NYSE on October 31, 2022 u |
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October 24, 2022 |
? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? ? De |
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October 11, 2022 |
Filed by Perfect Corp. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Provident Acquisition Corp. Commission File No. 001-39860 Date: October 11, 2022 On Tuesday, October 11, 2022, the following communications were made by Provident Acquisition Corp. and Perfect Corp.: |
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October 11, 2022 |
Filed by Provident Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Provident Acquisition Corp. Commission File No. 001-39860 Date: October 11, 2022 On Tuesday, October 11, 2022, the following communications were made by Provident Acquisition Corp. and |
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September 30, 2022 |
Filed by Perfect Corp. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Provident Acquisition Corp. Commission File No. 001-39860 Date: September 30, 2022 Perfect Corp. and Provident Acquisition Corp. Announce Effectiveness of Registration Statement and Extraordinary Gen |
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September 30, 2022 |
Filed by Provident Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Provident Acquisition Corp. Commission File No. 001-39860 Date: September 30, 2022 Perfect Corp. and Provident Acquisition Corp. Announce Effectiveness of Registration Statement and Ext |
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September 30, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential For Use of the Commission Only (as permitted by Rule 14a |
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September 29, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 6) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential For Use of the Commission Only (as per |
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September 19, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 5) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential For Use of the Commission Only (as per |
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September 16, 2022 |
First Amendment to Business Combination Agreement Exhibit 2.1 EXECUTION VERSION FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This First Amendment to Agreement and Plan of Merger (this ?Amendment?), dated as of September 16, 2022, is entered into by and among Provident Acquisition Corp., a Cayman Islands exempted company with limited liability (?PAQC?), Perfect Corp., a Cayman Islands exempted company with limited liability (the ?Company?), Bea |
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September 16, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 16, 2022 PROVIDENT ACQUISITION CORP. |
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September 16, 2022 |
First Amendment to Sponsor Letter Agreement Exhibit 10.1 EXECUTION VERSION FIRST AMENDMENT TO SPONSOR LETTER AGREEMENT This First Amendment to Sponsor Letter Agreement (this ?Amendment?), dated as of September 16, 2022, is entered into by and among Perfect Corp., a Cayman Islands exempted company with limited liability (the ?Company?), Provident Acquisition Corp., a Cayman Islands exempted company with limited liability (?PAQC?), and Provid |
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September 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 16, 2022 PROVIDENT ACQUISITION CORP. |
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September 16, 2022 |
First Amendment to Sponsor Letter Agreement Exhibit 10.1 EXECUTION VERSION FIRST AMENDMENT TO SPONSOR LETTER AGREEMENT This First Amendment to Sponsor Letter Agreement (this ?Amendment?), dated as of September 16, 2022, is entered into by and among Perfect Corp., a Cayman Islands exempted company with limited liability (the ?Company?), Provident Acquisition Corp., a Cayman Islands exempted company with limited liability (?PAQC?), and Provid |
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September 16, 2022 |
First Amendment to Business Combination Agreement Exhibit 2.1 EXECUTION VERSION FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This First Amendment to Agreement and Plan of Merger (this ?Amendment?), dated as of September 16, 2022, is entered into by and among Provident Acquisition Corp., a Cayman Islands exempted company with limited liability (?PAQC?), Perfect Corp., a Cayman Islands exempted company with limited liability (the ?Company?), Bea |
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August 29, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 4) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential For Use of the Commission Only (as per |
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August 15, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 3) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential For Use of the Commission Only (as per |
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August 9, 2022 |
Exhibit 10.2 Execution Version ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENT THIS ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENT (this ?Agreement?), dated as of August 9, 2022, is entered into by and among PT Sensasi Istana Warna, a limited liability company incorporated under the laws of Indonesia (?Assignor?), Kofuku Ranea Capital Pte. Ltd., an exempt private company limited by shares incorporated |
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August 9, 2022 |
Exhibit 10.2 Execution Version ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENT THIS ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENT (this ?Agreement?), dated as of August 9, 2022, is entered into by and among PT Sensasi Istana Warna, a limited liability company incorporated under the laws of Indonesia (?Assignor?), Kofuku Ranea Capital Pte. Ltd., an exempt private company limited by shares incorporated |
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August 9, 2022 |
Exhibit 10.4 Execution Version Consent to joinder agreement August 9, 2022 Perfect Corp. 14F, No 98, Minchuan Road Shindian District, New Taipei City 231 Taiwan Attention: Alice Chang; Daniel Lee Email: [email protected]; [email protected] Sullivan & Cromwell (Hong Kong) LLP 20th Floor, Alexandra House 18 Chater Road, Central Hong Kong Attention: Ching-Yang Lin Email: [email protected] |
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August 9, 2022 |
Exhibit 10.1 Execution Version ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENT THIS ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENT (this ?Agreement?), dated as of August 9, 2022, is entered into by and among PT Wira Laju Rejeki, a limited liability company incorporated under the laws of Indonesia (?Assignor?), Guanzhong Bamboo Capital Pte. Ltd., an exempt private company limited by shares incorporated |
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August 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2022 PROVIDENT ACQUISITION CORP. |
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August 9, 2022 |
Exhibit 10.1 Execution Version ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENT THIS ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENT (this ?Agreement?), dated as of August 9, 2022, is entered into by and among PT Wira Laju Rejeki, a limited liability company incorporated under the laws of Indonesia (?Assignor?), Guanzhong Bamboo Capital Pte. Ltd., an exempt private company limited by shares incorporated |
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August 9, 2022 |
Exhibit 10.3 Execution Version JOINDER AGREEMENT The undersigned (?Transferee?) is executing and delivering this Joinder Agreement (the ?Joinder Agreement?) pursuant to Section 7 of the Forward Purchase Agreement, dated as of December 15, 2020 (as the same may hereafter be amended, the ?Forward Purchase Agreement?), by and between Provident Acquisition Corp., a Cayman Islands exempted company (the |
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August 9, 2022 |
Consent to Joinder Agreement, dated August 9, 2022, between the Provident and Perfect. Exhibit 10.4 Execution Version Consent to joinder agreement August 9, 2022 Perfect Corp. 14F, No 98, Minchuan Road Shindian District, New Taipei City 231 Taiwan Attention: Alice Chang; Daniel Lee Email: [email protected]; [email protected] Sullivan & Cromwell (Hong Kong) LLP 20th Floor, Alexandra House 18 Chater Road, Central Hong Kong Attention: Ching-Yang Lin Email: [email protected] |
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August 9, 2022 |
425 1 tm2222936d2425.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2022 PROVIDENT ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-39860 N/A (State or other jurisdiction |
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August 9, 2022 |
Exhibit 10.3 Execution Version JOINDER AGREEMENT The undersigned (?Transferee?) is executing and delivering this Joinder Agreement (the ?Joinder Agreement?) pursuant to Section 7 of the Forward Purchase Agreement, dated as of December 15, 2020 (as the same may hereafter be amended, the ?Forward Purchase Agreement?), by and between Provident Acquisition Corp., a Cayman Islands exempted company (the |
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July 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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July 28, 2022 |
Promissory Note, dated June 29, 2022, issued to Provident Acquisition Holdings Ltd. ? Exhibit 10.1 THIS PROMISSORY NOTE (THIS ?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (AS AMENDED, THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO PROVI |
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July 8, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential For Use of the Commission Only (as per |
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May 27, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential For Use of the Commission Only (as per |
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May 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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March 31, 2022 |
Filed by Perfect Corp. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Provident Acquisition Corp. Commission File No. 001-39860 Date: March 31, 2022 The information contained in the following two articles is an English translation of two Chinese articles originally pub |
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March 28, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential For Use of the Commission Only (as permitted by Rule 14a |
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March 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 FORM 10-K Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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March 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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March 4, 2022 |
425 1 tm228088d3425.htm 425 Filed by Perfect Corp. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Provident Acquisition Corp. Commission File No. 001-39860 Date: March 4, 2022 The information contained in this presentation is an English translation of Chinese slides us |
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March 3, 2022 |
Provident Acquisition & Perfect Corp. Business Combination Announcement Webcast Transcript EX-99.1 2 tm228061d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Provident Acquisition & Perfect Corp. Business Combination Announcement Webcast Transcript MICHAEL AW, CEO & CFO of Provident Acquisition Corp: Hello, everyone. We are excited to present our business combination with an innovative software-as-a-service company that is transforming the global beauty and fashion industry with world-class AI & |
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March 3, 2022 |
Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among PROVIDENT ACQUISITION CORP., PERFECT CORP., BEAUTY CORP., and FASHION CORP. dated as of March 3, 2022 TABLE OF CONTENTS ARTICLE 1 Certain Definitions Section 1.01. Definitions 2 Section 1.02. Construction 17 Section 1.03. Knowledge 19 ARTICLE 2 Pre-Closing Transactions Section 2.01. Recapitalization of Company Share Capital 19 |
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March 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2022 PROVIDENT ACQUISITION CORP. |
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March 3, 2022 |
Filed by Perfect Corp. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Provident Acquisition Corp. Commission File No. 001-39860 Date: March 3, 2022 LinkedIn Post: Perfect Corp. to list on NASDAQ by merging with SPAC Company Provident Acquisition Corp. For more details, |
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March 3, 2022 |
425 1 tm228088d1425.htm 425 Filed by Perfect Corp. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Provident Acquisition Corp. Commission File No. 001-39860 Date: March 3, 2022 Perfect Corp., a Leading AR and AI SaaS Solution Provider in the Beauty and Fashion Industrie |
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March 3, 2022 |
Exhibit 99.1 Perfect Corp., a Leading AR and AI SaaS Solution Provider in the Beauty and Fashion Industries, to List on Nasdaq by Merging with Provident Acquisition Corp. - Perfect Corp. has entered into a definitive agreement and plan of merger with Provident Acquisition Corp. (Nasdaq: PAQC), a publicly traded special purpose company, that sets the enterprise value of Perfect Corp. at US$1.02 bil |
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March 3, 2022 |
Provident Acquisition & Perfect Corp. Business Combination Announcement Webcast Transcript Exhibit 99.1 Provident Acquisition & Perfect Corp. Business Combination Announcement Webcast Transcript MICHAEL AW, CEO & CFO of Provident Acquisition Corp: Hello, everyone. We are excited to present our business combination with an innovative software-as-a-service company that is transforming the global beauty and fashion industry with world-class AI & AR technologies. My name is Michael Aw and I |
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March 3, 2022 |
Form of Perfect Shareholder Voting Agreement Exhibit 10.3 VOTING AGREEMENT This VOTING AGREEMENT (this ?Agreement?) is made and entered into as of March 3, 2022, by and among Perfect Corp., a Cayman Islands exempted company with limited liability (the ?Company?), Provident Acquisition Corp., a Cayman Islands exempted company with limited liability (?PAQC?), and the persons listed on Schedule A hereto (each, a ?Company Shareholder? and collec |
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March 3, 2022 |
Exhibit 10.1 FORM OF SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?), dated as of , 2022 is entered into by and among Provident Acquisition Corp., a Cayman Islands exempted company (the ?Issuer?), Perfect Corp., a Cayman Islands exempted company (the ?Company?) and the undersigned (?Subscriber? or ?you?). Defined terms used but not otherwise defined herein shall |
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March 3, 2022 |
Form of Perfect Shareholder Lock-Up Agreement Exhibit 10.4 LOCK-UP AGREEMENT This LOCK-UP AGREEMENT (this ?Agreement?) is made and entered into as of [ ], 2022, by and among Perfect Corp., a Cayman Islands exempted company with limited liability (the ?Company?), Provident Acquisition Corp., a Cayman Islands exempted company with limited liability (?PAQC?), and the persons listed on Schedule A hereto (each, a ?Company Shareholder? and collecti |
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March 3, 2022 |
Exhibit 10.2 EXECUTION VERSION SPONSOR LETTER AGREEMENT This SPONSOR LETTER AGREEMENT (this ?Agreement?) is made and entered into as of March 3, 2022, by and among Perfect Corp., a Cayman Islands exempted company with limited liability (the ?Company?), Provident Acquisition Corp., a Cayman Islands exempted company with limited liability (?PAQC?), and Provident Acquisition Holdings Ltd., a Cayman I |
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March 3, 2022 |
Provident Acquisition & Perfect Corp. Business Combination Announcement Webcast Transcript Filed by Perfect Corp. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Provident Acquisition Corp. Commission File No. 001-39860 Date: March 3, 2022 Provident Acquisition & Perfect Corp. Business Combination Announcement Webcast Transcript MICHAEL AW, CEO & CFO of Provi |
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March 3, 2022 |
Exhibit 99.3 PERFECT CORP. AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS? REPORT DECEMBER 31, 2020 AND 2019 Company Address: P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands Telephone: (02)8667-1265 ~1~ PERFECT CORP. CONSOLIDATED FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS? REPORT DECEMBER 31, 2020 AND 2019 TABLE OF CONTENTS Contents Page 1. Cover |
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March 3, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2022 PROVIDENT ACQUISITION CORP. |
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March 3, 2022 |
Exhibit 99.1 Perfect Corp., a Leading AR and AI SaaS Solution Provider in the Beauty and Fashion Industries, to List on Nasdaq by Merging with Provident Acquisition Corp. - Perfect Corp. has entered into a definitive agreement and plan of merger with Provident Acquisition Corp. (Nasdaq: PAQC), a publicly traded special purpose company, that sets the enterprise value of Perfect Corp. at US$1.02 bil |
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March 3, 2022 |
Business Combination Agreement Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among PROVIDENT ACQUISITION CORP., PERFECT CORP., BEAUTY CORP., and FASHION CORP. dated as of March 3, 2022 TABLE OF CONTENTS ARTICLE 1 Certain Definitions Section 1.01. Definitions 2 Section 1.02. Construction 17 Section 1.03. Knowledge 19 ARTICLE 2 Pre-Closing Transactions Section 2.01. Recapitalization of Company Share Capital 19 |
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March 3, 2022 |
Exhibit 10.2 EXECUTION VERSION SPONSOR LETTER AGREEMENT This SPONSOR LETTER AGREEMENT (this ?Agreement?) is made and entered into as of March 3, 2022, by and among Perfect Corp., a Cayman Islands exempted company with limited liability (the ?Company?), Provident Acquisition Corp., a Cayman Islands exempted company with limited liability (?PAQC?), and Provident Acquisition Holdings Ltd., a Cayman I |
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March 3, 2022 |
Form of Registration Rights Agreement Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, this ?Agreement?), dated as of [?], 2022, is made and entered into by and among: (a) Perfect Corp., a Cayman Islands exempted company with limited liability (the ?Company?); (b) Provident Acqui |
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March 3, 2022 |
Exhibit 10.3 VOTING AGREEMENT This VOTING AGREEMENT (this ?Agreement?) is made and entered into as of March 3, 2022, by and among Perfect Corp., a Cayman Islands exempted company with limited liability (the ?Company?), Provident Acquisition Corp., a Cayman Islands exempted company with limited liability (?PAQC?), and the persons listed on Schedule A hereto (each, a ?Company Shareholder? and collec |
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March 3, 2022 |
Form of PIPE Subscription Agreement Exhibit 10.1 FORM OF SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?), dated as of , 2022 is entered into by and among Provident Acquisition Corp., a Cayman Islands exempted company (the ?Issuer?), Perfect Corp., a Cayman Islands exempted company (the ?Company?) and the undersigned (?Subscriber? or ?you?). Defined terms used but not otherwise defined herein shall |
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March 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2022 PROVIDENT ACQUISITION CORP. |
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March 3, 2022 |
EX-99.3 10 tm227870d1ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 PERFECT CORP. AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS’ REPORT DECEMBER 31, 2020 AND 2019 Company Address: P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands Telephone: (02)8667-1265 ~1~ PERFECT CORP. CONSOLIDATED FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS’ REPORT DECEMBER 31, 2020 AND 2 |
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March 3, 2022 |
Exhibit 99.2 1 Confidential Wh 2 Confidential Disclaimer This document contains confidential information regarding Perfect Corp. (the ?Company?) Provident Acquisition Corp. (?PAQC?) and their respective subsidiaries shareholders (the ?Shareholders?) and associated undertakings and their businesses. This presentation has been prepared to assist interested pa rti es in making their own evaluation wi |
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March 3, 2022 |
Exhibit 99.2 1 Confidential Wh 2 Confidential Disclaimer This document contains confidential information regarding Perfect Corp. (the ?Company?) Provident Acquisition Corp. (?PAQC?) and their respective subsidiaries shareholders (the ?Shareholders?) and associated undertakings and their businesses. This presentation has been prepared to assist interested pa rti es in making their own evaluation wi |
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March 3, 2022 |
Exhibit 10.4 LOCK-UP AGREEMENT This LOCK-UP AGREEMENT (this ?Agreement?) is made and entered into as of [ ], 2022, by and among Perfect Corp., a Cayman Islands exempted company with limited liability (the ?Company?), Provident Acquisition Corp., a Cayman Islands exempted company with limited liability (?PAQC?), and the persons listed on Schedule A hereto (each, a ?Company Shareholder? and collecti |
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March 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2022 PROVIDENT ACQUISITION CORP. |
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March 3, 2022 |
Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, this ?Agreement?), dated as of [?], 2022, is made and entered into by and among: (a) Perfect Corp., a Cayman Islands exempted company with limited liability (the ?Company?); (b) Provident Acqui |
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February 11, 2022 |
JOINT FILING AGREEMENT February 11, 2022 EXHIBIT 99.1 JOINT FILING AGREEMENT February 11, 2022 Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation there |
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February 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Provident Acquisition Corp. (Name of Issuer) Class A ordinary shares, $0.0001 par value (Title of Class of Securities) G7282L100 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designa |
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January 19, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No.)* Under the Securities Exchange Act of 1934 Provident Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G7282L118** (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box |
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November 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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August 20, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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August 19, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No.1 Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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August 16, 2021 |
NT 10-Q 1 tm2118713d2nt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 001-39860 CUSIP Number: G7282L 100 NOTIFICATION OF LATE FILING (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: June 30, 2021 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F |
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August 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2021 PROVIDENT ACQUISITION CORP. |
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May 20, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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May 17, 2021 |
NT 10-Q 1 a21-138433nt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 001-39860 CUSIP Number: G7282L 100 NOTIFICATION OF LATE FILING (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-CEN o Form N-CSR For Period Ended: March 31, 2021 o Transition Report on Form 10-K o Transition Report on Form 20-F |
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May 13, 2021 |
8-K 1 tm2113843d28k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2021 PROVIDENT ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-39860 N/A (State or other jurisdictio |
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April 15, 2021 |
10-K 1 a21-12860110k.htm 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to |
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April 15, 2021 |
EX-4.1 2 a21-128601ex4d1.htm EX-4.1 Exhibit 4.1 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, As Amended The following description sets forth certain material terms and provisions of the securities of Provident Acquisition Corp. (“we,” “us” or “our”) that are registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “E |
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March 26, 2021 |
NT 10-K 1 a21-110361nt10k.htm NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 001-39860 CUSIP Number: G7282L 100 NOTIFICATION OF LATE FILING (Check one): x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-CEN o Form N-CSR For Period Ended: December 31, 2020 o Transition Report on Form 10-K o Transition Report on Form 20 |
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February 23, 2021 |
EX-99.1 2 dp146504ex9901.htm EXHIBIT 99.1 Exhibit 99.1 Provident Acquisition Corp. Announces the Separate Trading of its Class A Ordinary Shares and Warrants Commencing March 1, 2021 Hong Kong – February 23, 2021 – Provident Acquisition Corp. (the “Company”) announced today that, commencing March 1, 2021, holders of the units sold in the Company’s initial public offering of 23,000,000 units, compl |
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February 23, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2021 PROVIDENT ACQUISITION CORP. |
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January 22, 2021 |
SC 13G 1 ea133791-13grpinvestprovide.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Provident Acquisition Corp. (Name of Issuer) Class A ordinary shares, $0.0001 par value (Title of Class of Securities) G7282L118 (CUSIP Number) January 14, 2021 (Date of Event which Requires Filing of |
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January 22, 2021 |
Joint Filing Agreement (filed herewith). EXHIBIT 99.1 JOINT FILING AGREEMENT January 22, 2021 Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereu |
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January 19, 2021 |
Financial Statements and Exhibits, Other Events 8-K 1 dp1444308k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 19, 2021 (January 12, 2021) PROVIDENT ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-39860 N/A (State |
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January 19, 2021 |
PROVIDENT ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT EX-99.1 2 dp144430ex9901.htm EXHIBIT 99.1 Exhibit 99.1 PROVIDENT ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of January 12, 2021 F-3 Notes to Financial Statement F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Provident Acquisition Corp. Opinion on the Fina |
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January 12, 2021 |
Indemnity Agreement, dated January 7, 2021, between the Company and Andrew Joseph Hoffmann. Exhibit 10.8 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January 7, 2021, by and between Provident Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Andrew Joseph Hoffmann (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities un |
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January 12, 2021 |
Exhibit 10.5 Provident Acquisition Corp. Unit 11C/D, Kimley Commercial Building 142 – 146 Queen’s Road Central Hong Kong January 7, 2021 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Provident Acqu |
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January 12, 2021 |
EX-10.4 8 dp144174ex1004.htm EXHIBIT 10.4 Exhibit 10.4 SPONSOR WARRANTS PURCHASE AGREEMENT THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of January 7, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Provident Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Provident Acquisition Holdings Ltd., a Cayman Islands limited li |
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January 12, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 7, 2021 PROVIDENT ACQUISITION CORP. |
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January 12, 2021 |
Indemnity Agreement, dated January 7, 2021, between the Company and Charles Mark Broadley. Exhibit 10.9 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January 7, 2021, by and between Provident Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Charles Mark Broadley (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unl |
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January 12, 2021 |
EX-1.1 2 dp144174ex0101.htm EXHIBIT 1.1 Exhibit 1.1 Provident Acquisition Corp. 20,000,000 Units UNDERWRITING AGREEMENT New York, New York January 7, 2021 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 As Representative of the several underwriters listed in Schedule I hereto (the “Underwriters”) Ladies and Gentlemen: Provident Acquisition Corp., a Cayman Islands exempt |
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January 12, 2021 |
Exhibit 10.1 January 7, 2021 Provident Acquisition Corp. Unit 11C/D, Kimley Commercial Building 142 – 146 Queen’s Road Central Hong Kong Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Provident Acquisition Corp., a Cayman Is |
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January 12, 2021 |
Indemnity Agreement, dated January 7, 2021, between the Company and Winato Kartono. Exhibit 10.6 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January 7, 2021, by and between Provident Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Winato Kartono (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless the |
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January 12, 2021 |
Indemnity Agreement, dated January 7, 2021, between the Company and Michael Aw Soon Beng. Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January 7, 2021, by and between Provident Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Michael Aw Soon Beng (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unle |
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January 12, 2021 |
EX-10.2 6 dp144174ex1002.htm EXHIBIT 10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 7, 2021, by and between Provident Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’ |
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January 12, 2021 |
Exhibit 4.1 WARRANT AGREEMENT between PROVIDENT ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 7, 2021, is by and between Provident Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”). WHERE |
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January 12, 2021 |
Indemnity Agreement, dated January 7, 2021, between the Company and Kenneth Walton Hitchner III. Exhibit 10.10 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January 7, 2021, by and between Provident Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Kenneth Walton Hitchner III (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacit |
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January 12, 2021 |
EX-10.3 7 dp144174ex1003.htm EXHIBIT 10.3 Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 7, 2021, is made and entered into by and among Provident Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Provident Acquisition Holdings Ltd., a Cayman Islands limited liability company (the “Sponsor”, together with |
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January 12, 2021 |
Provident Acquisition Corp. Announces Closing of $230 Million Initial Public Offering Exhibit 99.2 Provident Acquisition Corp. Announces Closing of $230 Million Initial Public Offering HONG KONG—January 12, 2021 (BUSINESS WIRE) Provident Acquisition Corp. (the “Company”) today announced the closing of its initial public offering of 23,000,000 units at a price of $10.00 per unit, including an additional 3,000,000 units sold pursuant to the full exercise of the underwriters’ over-all |
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January 12, 2021 |
Provident Acquisition Corp. Announces Pricing of $200 Million Initial Public Offering EX-99.1 16 dp144174ex9901.htm EXHIBIT 99.1 Exhibit 99.1 Provident Acquisition Corp. Announces Pricing of $200 Million Initial Public Offering HONG KONG—(BUSINESS WIRE) Provident Acquisition Corp. (the “Company”) today announced the pricing of its initial public offering of 20,000,000 units at a price of $10.00 per unit. The units are expected to be listed for trading on the Nasdaq Capital Market u |
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January 12, 2021 |
Exhibit 3.1 THE COMPANIES LAW (2020 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF PROVIDENT ACQUISITION CORP. (adopted by special resolution dated January 5, 2021 and effective on january 7, 2021) THE COMPANIES LAW (2020 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION |
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January 12, 2021 |
EX-10.11 15 dp144174ex1011.htm EXHIBIT 10.11 Exhibit 10.11 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January 7, 2021, by and between Provident Acquisition Corp., a Cayman Islands exempted company (the “Company”), and John Mackay McCulloch Williamson (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corpo |
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January 8, 2021 |
$200,000,000 Provident Acquisition Corp. 20,000,000 Units Filed Pursuant to Rule 424(b)(4) Registration No. 333-251571 P R O S P E C T U S $200,000,000 Provident Acquisition Corp. 20,000,000 Units Provident Acquisition Corp. is a newly incorporated blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar busine |
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January 7, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Provident Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands N/A (State of Incorporation or Organization) (I.R.S. Employer Identification No.) Unit 11C/D, Kimle |
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January 5, 2021 |
CORRESP 1 filename1.htm Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 January 5, 2021 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3628 Attn: Mr. Kevin Dougherty Ms. Loan Lauren Nguyen Re: Provident Acquisition Corp. Registration Statement on Form S-1 File No. 333-251571 Dear Mr. Dougherty |
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January 5, 2021 |
Provident Acquisition Corp. Unit 11C/D, Kimley Commercial Building 142 ? 146 Queen?s Road Central Hong Kong January 5, 2021 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3628 Attn: Mr. Kevin Dougherty Ms. Loan Lauren Nguyen Re: Provident Acquisition Corp. Registration Statement on Form S-1 Registration No. 333-251571 Dear Mr. Doug |
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December 31, 2020 |
As filed with the U.S. Securities and Exchange Commission on December 31, 2020 Registration No. 333-251571 United States Securities and Exchange Commission Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Provident Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 6770 N/A (State or other jurisdiction o |
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December 31, 2020 |
New York Northern California Washington DC São Paulo London Paris Madrid Hong Kong Beijing Tokyo Resident Hong Kong Partners Davis Polk & Wardwell Hong Kong Solicitors The Hong Kong Club Building 3A Chater Road Hong Kong 852 2533 3300 tel Karen Chan † Martin Rogers † Yang Chu † Patrick S. |
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December 31, 2020 |
Form of Underwriting Agreement. Exhibit 1.1 Provident Acquisition Corp. 20,000,000 Units UNDERWRITING AGREEMENT New York, New York [], 2021 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 As Representative of the several underwriters listed in Schedule I hereto (the “Underwriters”) Ladies and Gentlemen: Provident Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to issue a |
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December 31, 2020 |
WARRANT AGREEMENT PROVIDENT ACQUISITION CORP. CONTINENTAL STOCK TRANSFER & TRUST COMPANY Exhibit 4.4 WARRANT AGREEMENT between PROVIDENT ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2021, is by and between Provident Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”). WHEREAS, on , |
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December 22, 2020 |
Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number WARRANTS THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW PROVIDENT ACQUISITION CORP. Incorporated Under the Laws of the Cayman Islands CUSIP [·] Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the registered |
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December 22, 2020 |
Exhibit 4.2 NUMBER SHARES PROVIDENT ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS This Certifies that is the owner of CUSIP [ ] PROVIDENT ACQUISITION CORP. (THE “COMPANY”) transferable on the register of members of the Company in person or by duly authorized attorney upon surrender of this certificate properly endors |
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December 22, 2020 |
EX-10.2 11 dp143111ex1002.htm EXHIBIT 10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2021, by and between Provident Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s regist |
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December 22, 2020 |
EX-4.1 4 dp143111ex0401.htm EXHIBIT 4.1 Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS PROVIDENT ACQUISITION CORP. CUSIP [·] UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-HALF OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Class A or |
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December 22, 2020 |
Consent of John Mackay McCulloch Williamson. Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Provident Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Provident |
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December 22, 2020 |
Power of Attorney (included in the signature page of this Registration Statement).* As filed with the U.S. Securities and Exchange Commission on December 22, 2020 Registration No. 333- United States Securities and Exchange Commission Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Provident Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or organi |
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December 22, 2020 |
CORRESP 1 filename1.htm New York Northern California Washington DC São Paulo London Paris Madrid Hong Kong Beijing Tokyo Resident Hong Kong Partners Davis Polk & Wardwell Hong Kong Solicitors The Hong Kong Club Building 3A Chater Road Hong Kong 852 2533 3300 tel Karen Chan † Martin Rogers † Yang Chu † Patrick S. Sinclair* James C. Lin* Miranda So* Gerhard Radtke* James Wadham† Hong Kong Solicitors |
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December 22, 2020 |
Exhibit 10.11 FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this “Agreement”) is entered into as of December 15, 2020, between Provident Acquisition Corp., a Cayman Islands exempted company (the “Company”) and the party listed as the purchaser on the signature page hereof (the “Purchaser”). Recitals WHEREAS, the Company was incorporated for the purpose of effecting a merger, share ex |
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December 22, 2020 |
Memorandum and Articles of Association. Exhibit 3.1 THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF PROVIDENT ACQUISITION CORP. THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF PROVIDENT ACQUISITION CORP. 1 The name of the Company is Provident Acquisition Corp. 2 The Registered Office of the Company s |
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December 22, 2020 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2021, is made and entered into by and among Provident Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Provident Acquisition Holdings Ltd., a Cayman Islands limited liability company (the “Sponsor”, together with any other parties listed on the signature pages he |
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December 22, 2020 |
Securities Subscription Agreement between Provident Acquisition Holdings Ltd. and the Registrant. Exhibit 10.7 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”), effective as of 28 October, 2020, is made and entered into by and between Provident Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Provident Acquisition Holdings Ltd., a Cayman Islands limited liability company (the “Buyer”). RECITALS: WHEREAS, the Buyer wishes to subscribe |
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December 22, 2020 |
Exhibit 14.1 Provident Acquisition Corp. Form of Code of Ethics Effective , 2021 1. Introduction This Code of Ethics (“Code”) has been adopted by the Board of Directors (the “Board”) of Provident Acquisition Corp. (together with its subsidiaries, the “Company”) and summarizes the standards that must guide our actions. While covering a wide range of business practices and procedures, these standard |
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December 22, 2020 |
Exhibit 10.4 FORM OF SPONSOR WARRANTS PURCHASE AGREEMENT THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of , 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Provident Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Provident Acquisition Holdings Ltd., a Cayman Islands limited liability company (the “Purchaser”). WHEREAS: |
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December 22, 2020 |
Exhibit 10.8 Provident Acquisition Corp. Unit 11C/D, Kimley Commercial Building, 142 – 146 Queen’s Road Central Hong Kong [•], 2021 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Provident Acquisiti |
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December 22, 2020 |
Exhibit 10.10 FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this “Agreement”) is entered into as of December 15, 2020, between Provident Acquisition Corp., a Cayman Islands exempted company (the “Company”) and the party listed as the purchaser on the signature page hereof (the “Purchaser”). Recitals WHEREAS, the Company was incorporated for the purpose of effecting a merger, share ex |
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December 22, 2020 |
Exhibit 10.9 FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this “Agreement”) is entered into as of December 14, 2020, between Provident Acquisition Corp., a Cayman Islands exempted company (the “Company”), Provident Acquisition Holdings Ltd., a Cayman Islands exempted company (the “Sponsor”) and the party listed as the purchaser on the signature page hereof (the “Purchaser”). Recital |
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December 22, 2020 |
Consent of Charles Mark Broadley. Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by Provident Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Provident |
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December 22, 2020 |
Exhibit 10.5 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between Provident Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [ ] (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are pro |
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December 22, 2020 |
Exhibit 10.1 , 2021 Provident Acquisition Corp. Unit 11C/D, Kimley Commercial Building 142 – 146 Queen’s Road Central Hong Kong Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Provident Acquisition Corp., a Cayman Islands exe |
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December 22, 2020 |
Consent of Kenneth W. Hitchner. Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by Provident Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Provident |
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December 22, 2020 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. Exhibit 4.4 WARRANT AGREEMENT between PROVIDENT ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2021, is by and between Provident Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”). WHEREAS, on , |
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December 22, 2020 |
Amended and Restated Memorandum and Articles of Association. Exhibit 3.2 THE COMPANIES LAW (2020 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF PROVIDENT ACQUISITION CORP. (adopted by special resolution dated [DATE] and effective on [DATE]) THE COMPANIES LAW (2020 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF PROVIDENT ACQU |
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December 22, 2020 |
Promissory Note issued to Provident Acquisition Holdings Ltd. Exhibit 10.6 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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November 16, 2020 |
This is a confidential draft submission to the U.S. Securities and Exchange Commission on November 16, 2020 and is not being filed under the Securities Act of 1933, as amended. Registration No. 333- United States Securities and Exchange Commission Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Provident Acquisition Corp. (Exact Name of Registrant as Specifi |