8-K
filed October 28, 2022, 7:59 PM ET
CIK 0001830531
M&A
confidence high
sentiment neutral
materiality 0.85
Provident Acquisition Corp.: M&A transaction — Provident completes merger with Perfect Corp.; PERF shares start NYSE trading Oct 31
Provident Acquisition Corp.
- Perfect's shares and warrants to trade on NYSE under 'PERF' and 'PERF WS' starting October 31, 2022.
- Provident shareholders redeemed 21.65M shares at ~$10.07 each for ~$218M in total.
- PIPE investment of $50M (5M shares at $10.00) and FPA investment of $55M (5.5M shares + warrants) closed.
- CEO Alice Chang plans to extend AR/AI SaaS into tangential sectors beyond beauty and fashion.
- All Provident officers and directors resigned effective immediately before the merger.
Key facts
Extracted from this filing and checked against the source text.
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Provident Acquisition Corp. underwent a change of control involving Perfect Corp. (closed 2022-10-28).
- Action
- change of control
- Counterparty
- Perfect Corp.
- Closing
- 2022-10-28
Exact text from the filing
On October 28, 2022 (the “Closing Date”), pursuant to the Business Combination Agreement, (i) Merger Sub 1 merged 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) merged with and into Merger Sub 2 (the “Second Merger”), with Merger Sub 2 surviving the Second Merger as a wholly-owned subsidiary of Perfect (the “Business Combination”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Provident Acquisition Corp. entered into Assignment, Assumption and Amendment Agreement with Perfect, Provident, and Continental Stock Transfer & Trust Company.
- Action
- entry
- Counterparty
- Perfect, Provident, and Continental Stock Transfer & Trust Company
Exact text from the filing
Immediately prior to the consummation of the Business Combination, Perfect, Provident, and Continental Stock Transfer & Trust Company (“Continental”) entered into an assignment, assumption and amendment agreement (the “Assignment, Assumption and Amendment Agreement”)
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Provident Acquisition Corp. terminated Investment Management Trust Agreement with Provident and Continental.
- Action
- termination
- Counterparty
- Provident and Continental
Exact text from the filing
On the Closing Date, in connection with the consummation of the Business Combination, the following material agreements of Provident terminated in accordance with their terms: (i) certain Investment Management Trust Agreement, dated as of January 7, 2021, by and between Provident and Continental
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Provident Acquisition Corp. entered into Perfect Shareholder Lock-Up Agreement with Perfect, Provident and certain shareholders of Perfect.
- Action
- entry
- Counterparty
- Perfect, Provident and certain shareholders of Perfect
Exact text from the filing
On the Closing Date, Perfect, Provident and certain shareholders of Perfect (the “Perfect Lock-Up Shareholders”) entered into a Lock-Up Agreement (the “Perfect Shareholder Lock-Up Agreement”)
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Provident Acquisition Corp. terminated Administrative Services Agreement with Provident and the Sponsor valued at up to $10,000 per month.
- Action
- termination
- Counterparty
- Provident and the Sponsor
- Value
- up to $10,000 per month
Exact text from the filing
(ii) certain Administrative Services Agreement, dated as of January 7, 2021, between Provident and the Sponsor, pursuant to which the Sponsor provided Provident with office space, secretarial and administrative services for up to $10,000 per month.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Provident Acquisition Corp. entered into Registration Rights Agreement with Perfect, Sponsor and certain shareholders of Perfect.
- Action
- entry
- Counterparty
- Perfect, Sponsor and certain shareholders of Perfect
Exact text from the filing
On the Closing Date, Perfect, Sponsor and certain shareholders of Perfect entered into a registration rights agreement (the “Registration Rights Agreement”)
View on SEC.gov
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