PAQC / Perfect Corp - Class A - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Perfect Corp - Class A
US ˙ NASDAQ ˙ KYG7282L1005
HINDI NA ACTIVE ANG SIMBONG ITO

Mga Batayang Estadistika
CIK 1830531
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Perfect Corp - Class A
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
November 7, 2022 15-12G

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

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

October 28, 2022 EX-10.2

Perfect Shareholder Lock-Up Agreement, dated as of October 28, 2022, by and among Provident Acquisition Corp., Perfect Corp. and certain shareholders of Perfect Corp.

? 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

October 28, 2022 EX-10.1

Assignment, Assumption and Amendment Agreement, dated as of October 28, 2022, by and among Provident Acquisition Corp., Perfect Corp. and Continental Stock Transfer & Trust Company.

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

October 28, 2022 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, 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): October 28, 2022 PROVIDENT ACQUISITION CORP.

October 28, 2022 EX-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

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

October 28, 2022 EX-10.3

Registration Rights Agreement, dated as of October 28, 2022, by and among Perfect Corp., Provident Acquisition Holdings Ltd., and certain shareholders of Perfect Corp. (incorporated by reference to Exhibit 10.3 of Provident’s Current Report on Form 8-K (File No. 001-39860), filed with the Securities and Exchange Commission on 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

October 25, 2022 EX-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

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

October 25, 2022 8-K

Regulation FD Disclosure, Submission of Matters to a Vote of Security Holders, Other Events, 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): October 25, 2022 PROVIDENT ACQUISITION CORP.

October 25, 2022 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): October 25, 2022 PROVIDENT ACQUISIT

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.

October 25, 2022 EX-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

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

October 24, 2022 DEFA14A

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

? 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

October 11, 2022 425

Perfect Corp. and Provident Acquisition Corp. Announce Effectiveness of Registration Statement and Extraordinary General Meeting Date for Proposed Business Combination - Extraordinary general meeting of Provident’s shareholders to be held on October

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.:

October 11, 2022 425

Perfect Corp. and Provident Acquisition Corp. Announce Effectiveness of Registration Statement and Extraordinary General Meeting Date for Proposed Business Combination - Extraordinary general meeting of Provident’s shareholders to be held on October

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

September 30, 2022 425

Perfect Corp. and Provident Acquisition Corp. Announce Effectiveness of Registration Statement and Extraordinary General Meeting Date for Proposed Business Combination - Extraordinary general meeting of Provident’s shareholders to be held on October

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

September 30, 2022 425

Perfect Corp. and Provident Acquisition Corp. Announce Effectiveness of Registration Statement and Extraordinary General Meeting Date for Proposed Business Combination - Extraordinary general meeting of Provident’s shareholders to be held on October

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

September 30, 2022 DEFM14A

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

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

September 29, 2022 PRER14A

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)

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

September 19, 2022 PRER14A

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)

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

September 16, 2022 EX-2.1

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

September 16, 2022 8-K

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.

September 16, 2022 EX-10.1

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

September 16, 2022 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): September 16, 2022 PROVIDENT ACQUIS

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.

September 16, 2022 EX-10.1

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

September 16, 2022 EX-2.1

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

August 29, 2022 PRER14A

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)

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

August 15, 2022 PRER14A

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)

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

August 9, 2022 EX-10.2

Assignment, Assumption and Consent Agreement, dated August 9, 2022, among the Provident, Perfect, PT Sensasi Istana Warna and Kofuku Ranea Capital Pte. Ltd.

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

August 9, 2022 EX-10.2

Assignment, Assumption and Consent Agreement, dated August 9, 2022, among the Provident, Perfect, PT Sensasi Istana Warna and Kofuku Ranea Capital Pte. Ltd. (incorporated by reference to Exhibit 10.2 of Provident’s Form 8-K (File No. 001-39860) filed with the SEC on 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

August 9, 2022 EX-10.4

Consent to Joinder Agreement, dated August 9, 2022, between the Provident and Perfect (incorporated by reference to Exhibit 10.4 of Provident’s Form 8-K (File No. 001-39860) filed with the SEC on 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]

August 9, 2022 EX-10.1

Assignment, Assumption and Consent Agreement, dated August 9, 2022, among the Provident, Perfect, PT Wira Laju Rejeki and Guanzhong Bamboo Capital Pte. Ltd.

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

August 9, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Unregistered Sales of Equity Securities

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.

August 9, 2022 EX-10.1

Assignment, Assumption and Consent Agreement, dated August 9, 2022, among the Provident, Perfect, PT Wira Laju Rejeki and Guanzhong Bamboo Capital Pte. Ltd. (incorporated by reference to Exhibit 10.1 of Provident’s Form 8-K (File No. 001-39860) filed with the SEC on 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

August 9, 2022 EX-10.3

Joinder Agreement, dated August 9, 2022, between the Provident, PT Nugraha Eka Kencana and Baltimore Investments Ltd.

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

August 9, 2022 EX-10.4

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]

August 9, 2022 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 ACQUISITIO

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

August 9, 2022 EX-10.3

Joinder Agreement, dated August 9, 2022, between the Provident, PT Nugraha Eka Kencana and Baltimore Investments Ltd (incorporated by reference to Exhibit 10.3 of Provident’s Form 8-K (File No. 001-39860) filed with the SEC on 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

July 28, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

July 28, 2022 EX-10.1

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

July 8, 2022 PRER14A

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)

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

May 27, 2022 PRER14A

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)

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

May 5, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 31, 2022 425

Filed by Perfect Corp.

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

March 28, 2022 PREM14A

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

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

March 21, 2022 10-K/A

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.

March 17, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 4, 2022 425

1

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

March 3, 2022 EX-99.1

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 &

March 3, 2022 EX-2.1

Agreement and Plan of Merger, dated as of March 3, 2022, by and among Provident Acquisition Corp., Perfect Corp., Beauty Corp., and Fashion Corp. (incorporated by reference to Exhibit 2.1 of Provident’s Current Report on Form 8-K (File No. 001-39860), filed with the Securities and Exchange Commission on 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

March 3, 2022 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): March 3, 2022 PROVIDENT ACQUISITION

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.

March 3, 2022 425

Filed by Perfect Corp.

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,

March 3, 2022 425

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.

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

March 3, 2022 EX-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.

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

March 3, 2022 EX-99.1

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

March 3, 2022 EX-10.3

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

March 3, 2022 EX-10.1

Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 of Provident’s Form 8-K (File No. 001-39860), filed with the SEC on 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

March 3, 2022 EX-10.4

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

March 3, 2022 EX-10.2

Sponsor Letter Agreement, dated as of March 3, 2022, by and among Perfect Corp., Provident Acquisition Corp. and Provident Acquisition Holdings Ltd. (incorporated by reference to Exhibit 10.2 of Provident’s Form 8-K (File No. 001-39860), filed with the SEC on 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

March 3, 2022 425

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

March 3, 2022 EX-99.3

PERFECT CORP. CONSOLIDATED FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS’ REPORT DECEMBER 31, 2020 AND 2019 TABLE OF CONTENTS

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

March 3, 2022 8-K

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.

March 3, 2022 EX-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.

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

March 3, 2022 EX-2.1

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

March 3, 2022 EX-10.2

Sponsor Letter Agreement

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

March 3, 2022 EX-10.5

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

March 3, 2022 EX-10.3

Form of Perfect Shareholder Voting Agreement (incorporated by reference to Exhibit 10.3 of Provident’s Form 8-K (File No. 001-39860), filed with the SEC on 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

March 3, 2022 EX-10.1

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

March 3, 2022 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Unregistered Sales of Equity Securities

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.

March 3, 2022 EX-99.3

PERFECT CORP. CONSOLIDATED FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS’ REPORT DECEMBER 31, 2020 AND 2019 TABLE OF CONTENTS

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

March 3, 2022 EX-99.2

1 Confidential Wh

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

March 3, 2022 EX-99.2

1 Confidential Wh

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

March 3, 2022 EX-10.4

Form of Perfect Shareholder Lock-Up Agreement (incorporated by reference to Exhibit 10.4 of Provident’s Form 8-K (File No. 001-39860), filed with the SEC on 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

March 3, 2022 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): March 3, 2022 PROVIDENT ACQUISITION

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.

March 3, 2022 EX-10.5

Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.5 of Provident’s Form 8-K (File No. 001-39860), filed with the SEC on 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

February 11, 2022 EX-99.1

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

February 11, 2022 SC 13G/A

PAQC / Provident Acquisition Corp. Class A / RP Investment Advisors LP - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

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

January 19, 2022 SC 13G

PAQCU / Provident Acquisition Corp. Units / Provident Acquisition Holdings Ltd. - SC 13G Passive Investment

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

November 3, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

August 20, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

August 19, 2021 10-Q/A

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.

August 16, 2021 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

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

August 13, 2021 8-K

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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.

May 20, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 17, 2021 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

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

May 13, 2021 8-K

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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

April 15, 2021 10-K

Annual Report - 10-K

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

April 15, 2021 EX-4.1

Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, As Amended (incorporated herein by reference to Exhibit 4.1 of the Company’s Annual Report on Form 10-K filed with the SEC on 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

March 26, 2021 NT 10-K

- NT 10-K

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

February 23, 2021 EX-99.1

Provident Acquisition Corp. Announces the Separate Trading of its Class A Ordinary Shares and Warrants Commencing March 1, 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

February 23, 2021 8-K

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.

January 22, 2021 SC 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 o

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

January 22, 2021 EX-99.1

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

January 19, 2021 8-K

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

January 19, 2021 EX-99.1

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

January 12, 2021 EX-10.8

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

January 12, 2021 EX-10.5

Administrative Services Agreement, dated January 7, 2021, between the Company and Provident Acquisition Holdings Ltd. (incorporated herein by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed with the SEC on 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

January 12, 2021 EX-10.4

Sponsor Warrants Purchase Agreement, dated January 7, 2021, between Provident Acquisition Corp. and Provident Acquisition Holdings Ltd. (incorporated by reference to Exhibit 10.4 of Provident’s Form 8-K (File No. 001-39860), filed with the SEC on 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

January 12, 2021 8-K

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.

January 12, 2021 EX-10.9

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

January 12, 2021 EX-1.1

Underwriting Agreement, dated January 7, 2021, between the Company and Citigroup Global Markets Inc., as representative of the several underwriters.

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

January 12, 2021 EX-10.1

Letter Agreement, dated January 7, 2021, among the Company and its officers and directors and Provident Acquisition Holdings Ltd. (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on 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

January 12, 2021 EX-10.6

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

January 12, 2021 EX-10.7

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

January 12, 2021 EX-10.2

Investment Management Trust Agreement, dated January 7, 2021, between Provident Acquisition Corp. and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.2 of Provident’s Form 8-K (File No. 001-39860), filed with the SEC on 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’

January 12, 2021 EX-4.1

Warrant Agreement, dated as of January 7, 2021, by and between Provident Acquisition Corp. and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 of Provident’s Form 8-K (File No. 001-39860), filed with the SEC on 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

January 12, 2021 EX-10.10

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

January 12, 2021 EX-10.3

Registration Rights Agreement, dated January 7, 2021, between the Company and certain security holders (incorporated herein by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on 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

January 12, 2021 EX-99.2

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

January 12, 2021 EX-99.1

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

January 12, 2021 EX-3.1

Amended and Restated Memorandum and Articles of Association of Provident Acquisition Corp., as currently in effect (incorporated by reference to Exhibit 3.1 of Provident’s Form 8-K (File No. 001-39860), filed with the SEC on 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

January 12, 2021 EX-10.11

Indemnity Agreement, dated January 7, 2021, between the Company and John Mackay McCulloch Williamson.

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

January 8, 2021 424B4

$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

January 7, 2021 8-A12B

- FORM 8-A12B

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

January 5, 2021 CORRESP

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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

January 5, 2021 CORRESP

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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

December 31, 2020 S-1/A

- FORM S-1/A

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

December 31, 2020 CORRESP

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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.

December 31, 2020 EX-1.1

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

December 31, 2020 EX-4.4

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 ,

December 22, 2020 EX-4.3

Specimen Warrant Certificate of Provident Acquisition Corp. (incorporated by reference to Exhibit 4.3 of Provident’s Form S-1 (File No. 333-251571) filed with the SEC on 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

December 22, 2020 EX-4.2

Specimen Ordinary Share Certificate of Provident Acquisition Corp. (incorporated by reference to Exhibit 4.2 of Provident’s Form S-1 (File No. 333-251571) filed with the SEC on 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

December 22, 2020 EX-10.2

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.

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

December 22, 2020 EX-4.1

Specimen Unit Certificate of Provident Acquisition Corp. (incorporated by reference to Exhibit 4.1 of Provident’s Form S-1 (File No. 333-251571) filed with the SEC on 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

December 22, 2020 EX-99.3

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

December 22, 2020 S-1

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

December 22, 2020 CORRESP

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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

December 22, 2020 EX-10.11

Forward Purchase Agreement, dated as of December 15, 2020, between Provident Acquisition Corp. and Aventis Star Investments Limited (incorporated by reference to Exhibit 10.11 of Provident’s Form S-1 (File No. 333-251571) filed with the SEC on 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

December 22, 2020 EX-3.1

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

December 22, 2020 EX-10.3

Form of Registration Rights Agreement among the Registrant, Provident Acquisition Holdings Ltd. and the Holders signatory thereto.

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

December 22, 2020 EX-10.7

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

December 22, 2020 EX-14.1

Form of Code of Ethics.

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

December 22, 2020 EX-10.4

Form of Private Placement Warrants Purchase Agreement, by and between Provident Acquisition Corp. and Provident Acquisition Holding Ltd. (incorporated herein by reference from Exhibit 10.4 to Provident’s Registration Statement on Form S-1 (File No. 333-251571) filed with the Securities and Exchange Commission on 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:

December 22, 2020 EX-10.8

Form of Administrative Services Agreement between the Registrant and Provident Acquisition Holdings Ltd.

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

December 22, 2020 EX-10.10

Forward Purchase Agreement, dated as of December 15, 2020, between Provident Acquisition Corp. and PT Nugraha Eka Kencana (incorporated by reference to Exhibit 10.10 of Provident’s Form S-1 (File No. 333-251571) filed with the SEC on 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

December 22, 2020 EX-10.9

Forward Purchase Agreement, dated as of December 14, 2020, between Provident Acquisition Corp., Provident Acquisition Holdings Ltd. and WF Asian Reconnaissance Fund Limited (incorporated by reference to Exhibit 10.9 of Provident’s Form S-1 (File No. 333-251571) filed with the SEC on 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

December 22, 2020 EX-99.1

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

December 22, 2020 EX-10.5

Form of Indemnity Agreement.

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

December 22, 2020 EX-10.1

Form of Letter Agreement among the Registrant, Provident Acquisition Holdings Ltd. and each of the officers and directors of the Registrant.

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

December 22, 2020 EX-99.2

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

December 22, 2020 EX-4.4

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 ,

December 22, 2020 EX-3.2

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

December 22, 2020 EX-10.6

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

November 16, 2020 DRS

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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

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