UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

PROVIDENT ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands	001-39860	N/A
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)
Unit 11C/D, Kimley Commercial Building 142 – 146 Queen’s Road Central Hong Kong		N/A
(Address of principal executive offices)		(Zip Code)

+852 2467 0338

Registrant’s Telephone Number, Including Area Code

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A ordinary shares, par value $0.0001 per share	PAQC	The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	PAQCW	The Nasdaq Stock Market LLC
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant	PAQCU	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act). (Check one):

Large accelerated filer ◻	Accelerated filer ◻
Non-accelerated filer ⌧	Smaller reporting company ☒
	Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ◻

As of August 20, 2021, 23,000,000 Class A ordinary shares, par value $0.0001, and 5,750,000 Class B ordinary shares, par value $0.0001, were issued and outstanding.

		Page
Part I. Financial Information
Item 1.	Interim Financial Statements
	Condensed Balance Sheets as of June 30, 2021 and December 31, 2020	1
	Condensed Statements of Income for the three and six months ended June 30, 2021	2
	Condensed Statements of Changes in Shareholders’ Equity for the three and six months ended June 30, 2021	3
	Condensed Statement of Cash Flows for the six months ended June 30, 2021	4
	Notes to Condensed Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures Regarding Market Risk	20
Item 4.	Controls and Procedures	20
Part II. Other Information		22
Item 1.	Legal Proceedings	22
Item 1A.	Risk Factors	22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	22
Item 3.	Defaults Upon Senior Securities	22
Item 4.	Mine Safely Disclosures	22
Item 5.	Other Information	22
Item 6.	Exhibits	23
Part III. Signatures		24


	June 30, 2021		December 31, 2020
	(unaudited)
Assets
Current Assets:
Cash	$	593,291	$	—
Prepaid expense		405,224		—
Total current assets		998,515		—
Deferred offering costs		—		169,668
Prepaid expense		209,313		—
Investments held in Trust Account		230,006,342		—
Total Assets	$	231,214,170	$	169,668

Liabilities and Shareholders’ Equity
Current Liabilities:
Accrued offering costs and expenses	$	87,306	$	71,593
Due to related party		4,000		—
Note payable - related party		—		82,668
Total current liabilities		91,306		154,261
Warrants Liability		14,396,558		—
FPA Units		440,317		—
Deferred underwriting commissions		8,050,000		—
Total Liabilities		22,978,181		154,261

Commitments and Contingencies (Note 6)
Class A ordinary shares, $0.0001 par value; 23,000,000 shares and -0- shares subject to possible redemption at $10.00 per share at June 30, 2021 and December 31, 2020, respectively		230,006,342		—

Shareholders' Equity:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—		—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; none issued and outstanding		—		—
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 5,750,000 shares issued and outstanding at June 30, 2021 and December 31, 2020		575		575
Additional paid-in capital		2,355,113		24,425
Accumulated deficit		(24,126,041)		(9,593)
Total shareholders’ equity		(21,770,353)		15,407
Total Liabilities and Shareholders’ Equity	$	231,214,170	$	169,668


	For the Three		For the Six
	Months Ended		Months Ended
	June 30,		June 30,
	2021		2021
Operating costs	$	231,482	$	1,676,612
Loss from operations		(231,482)		(1,676,612)

Other income (expense):
Interest earned on marketable securities held in Trust Account		3,435		6,342
Expenses incurred for the fair value of warrants exceeding the purchase price		—		(1,053,214)
Expenses incurred for issuance of FPA Units		—		(1,776,766)
Unrealized gain on change in fair value of warrants		203,274		6,517,812
Unrealized gain on change in fair value of FPA Units		540,550		4,845,150
Total other income		747,259		8,539,324

Net Income	$	515,777	$	6,862,712

Basic and diluted weighted average shares outstanding, Class A ordinary share subject to possible redemption		23,000,000		21,475,138
Basic and diluted net loss per ordinary share, Class A ordinary shares subject to possible redemption	$	0.00	$	0.00
Basic and diluted weighted average shares outstanding, Class A and Class B shares outstanding, non-redeemable ordinary share		5,750,000		5,750,000
Basic and diluted net income per share, non-redeemable ordinary share	$	0.09	$	1.19


									(Accumulated
	Class A			Class B			Additional		Deficit)		Total
	Ordinary Shares			Ordinary Shares			Paid-in		Retained		Shareholders’
	Shares	Amount		Shares	Amount		Capital			Earnings	Equity
Balance as of December 31, 2020 (audited)	—	$	—	5,750,000	$	575	$	24,425	$	(9,593)	$	15,407

Sale of units in initial public offering, gross	23,000,000		2,300	—		—		229,997,700		—		230,000,000
Offering costs	—		—	—		—		(12,426,195)		—		(12,426,195)
Sale of private placement warrants to Sponsor in private placement	—		—	—		—		6,600,000		—		6,600,000
Initial classification of warrant liability	—		—	—		—		(19,861,156)		—		(19,861,156)
Initial classification of FPA Units	—		—	—		—		(5,285,467)		—		(5,285,467)
Class B ordinary shares transferred	—		—	—		—		2,330,688		—		2,330,688
Class A ordinary shares subject to possible redemption	(23,000,000)		(2,300)	—		—		(199,024,882)		(30,975,725)		(230,002,907)
Net income	—		—	—		—		—		6,346,935		6,346,935
Balance as of March 31, 2021 (unaudited)	—	$	—	5,750,000	$	575	$	2,355,113	$	(24,638,383)	$	(22,282,695)
Class A ordinary shares subject to possible redemption	—		—	—		—		—		(3,435)		(3,435)
Net income	—		—	—		—		—		515,777		515,777
Balance as of June 30, 2021 (unaudited)	—	$	—	5,750,000	$	575	$	2,355,113	$	(24,126,041)	$	(21,770,353)


			Quoted Prices In		Significant Other		Significant Other
			Active Markets		Observable Inputs		Unobservable Inputs
	June 30, 2021		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market Fund held in Trust Account	$	230,006,342	$	230,006,342	$	—	$	—
	$	230,006,342	$	230,006,342	$	—	$
Liabilities:
Public Warrant Liability	$	9,086,150	$	9,086,150	$	—	$	—
Private Warrant Liability	$	5,310,408	$	—	$	—	$	5,310,408
FPA Units	$	440,317	$	—	$	—	$	440,317
	$	14,836,875	$	9,086,150	$	—	$	5,750,725


	Private Warrant and
	FPA Units
Fair value at December 31, 2020	$	—
Initial value of public and private warrant liabilities		20,914,370
Initial value of FPA Units		5,285,467
Change in fair value		(10,619,138)
Public warrants reclassified to level 1		(9,257,500)
Fair Value at March 31, 2021	$	6,323,199
Change in fair value		(572,474)
Fair Value at June 30, 2021	$	5,750,725


	Three Months Ended		Six Months Ended
	June 30, 2021		June 30, 2021
Redeemable Class A Ordinary Share
Numerator: Earnings allocable to Redeemable Class A Ordinary Share
Interest Income	$	3,435	$	6,342
Less: Interest available to be withdrawn for payment of taxes		—		—
Net Earnings		3,435		6,342
Denominator: Weighted Average Redeemable Class A Ordinary Share
Redeemable Class A Ordinary Share, Basic and Diluted		23,000,000		21,475,138
Earnings/Basic and Diluted Redeemable Class A Ordinary Share	$	0.00	$	0.00

Non-Redeemable Class B Ordinary Share
Numerator: Net Income minus Redeemable Net Earnings
Net Income	$	515,777	$	6,862,712
Redeemable Net Earnings		(3,435)		(6,342)
Non-Redeemable Net Income		512,342		6,856,370
Denominator: Weighted Average Non-Redeemable Class B Ordinary Share
Non-Redeemable Class B Ordinary Share, Basic and Diluted		5,750,000		5,750,000
Earnings/Basic and Diluted Non-Redeemable Ordinary Share	$	0.09	$	1.19


Exhibit Number		Description
31.1*		Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (embedded within the Inline XBRL document)

PROVIDENT ACQUISITION CORP.
By:	/s/ Michael Aw Soon Beng
	Name:	Michael Aw Soon Beng
	Title:	Chief Executive Officer (Principal Executive Officer) Chief Financial Officer (Principal Financial and Accounting Officer)

SEC Form 10-Q filed by Provident Acquisition Corp.