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DEFA14A 1 tm2227810-4_defa14a.htm DEFA14A tm2227810-4_defa14a - none - 17.2031992s

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:

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Preliminary Proxy Statement

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Confidential For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to §240.14a-12

PROVIDENT ACQUISITION CORP.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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No fee required

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Fee paid previously with Preliminary Materials

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Fee computed on table in exhibit required by item 25 (b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Prospectus Supplement No. 1
(to Prospectus dated September 30, 2022)

SUPPLEMENT TO

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF

PROVIDENT ACQUISITION CORP.

(A CAYMAN ISLANDS EXEMPTED COMPANY)

PROSPECTUS FOR

28,415,000 CLASS A ORDINARY SHARES,
18,100,000 REDEEMABLE WARRANTS AND 18,100,000 CLASS A
ORDINARY SHARES UNDERLYING REDEEMABLE WARRANTS
IN EACH CASE, OF

PERFECT CORP.

On September 30, 2022, Provident Acquisition Corp., a Cayman Islands exempted company with limited liability (“Provident” or “PAQC”), filed and commenced mailing its definitive proxy statement related to the extraordinary general meeting of shareholders to be held on October 25, 2022 to consider and vote upon, among other things, the approval of its previously announced proposed business combination (the “Business Combination”) with Perfect Corp., a Cayman Islands exempted company with limited liability (the “Company” or “Perfect”). Capitalized terms used in this Supplement No.1 to the definitive proxy statement/prospectus (this “Supplement No. 1”) and not otherwise defined have the meaning given to them in the definitive proxy statement/prospectus.

This Supplement No. 1 updates, amends and supplements the definitive proxy statement/prospectus, which forms a part of Perfect’s registration statement on Form F-4 (File No. 333-263841) relating to the issuance of 28,415,000 Class A ordinary shares of Perfect (“Perfect Class A Ordinary Shares”), 18,100,000 redeemable warrants of Perfect, and 18,100,000 Perfect Class A Ordinary Shares underlying redeemable warrants in connection with the Business Combination.

This Supplement No. 1 was filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 24, 2022 and accordingly made available to all shareholders of Provident or the same day. To the extent information in this Supplement No. 1 differs from, updates or conflicts with information contained in the definitive proxy statement/prospectus, the information in this Supplement No. 1 is the more current information. This Supplement No. 1 is not complete without, and should not be delivered or utilized, except in conjunction with the definitive proxy statement/prospectus, including any supplements and amendments thereto. You should read this Supplement No. 1 in conjunction with the definitive proxy statement/prospectus, including any supplements and amendments thereto.

Investing in our securities involves risks. See “Risk Factors” beginning on page 60 of the definitive proxy statement/prospectus.

Each of Provident and Perfect is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected to comply with certain reduced public company reporting requirements.

Perfect is also a “foreign private issuer,” as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and will be exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, Perfect’s officers, directors and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions under Section 16 of the Exchange Act. Moreover, Perfect will not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

Neither the SEC nor any state securities regulatory agency has approved or disapproved the transactions described in the definitive proxy statement/prospectus or any of the securities to be issued in connection with the Proposed Transactions described in the definitive proxy statement/prospectus, passed upon the merits or fairness of the Proposed Transactions described in the proxy statement/prospectus or related transactions or passed upon the adequacy or accuracy of the disclosure in the proxy statement/prospectus. Any representation to the contrary constitutes a criminal offense.

The date of this prospectus supplement is October 24, 2022.

This Supplement No. 1 should be read in conjunction with the definitive proxy statement/prospectus, which should be read carefully and in its entirety.

SUPPLEMENT NO. 1 TO THE DEFINITIVE PROXY STATEMENT/PROSPECTUS

The definition of “Illustrative Redemption Scenario” on page 3 of the definitive proxy statement/prospectus is hereby amended and restated to read as follows:

“Illustrative Redemption Scenario” means the scenario in which the Public Shareholders exercise rights to redeem 21,033,084 Provident Class A Ordinary Shares, which represent the estimated maximum level of redemption that could occur without a failure to satisfy the Minimum Available Cash Condition under the terms of the Proposed Transactions (assuming the closing of the FPA Investment and the PIPE Investment), and represent approximately 91.45% of the total 23,000,000 Provident Class A Ordinary Shares that are subject to redemption right. On October 22, 2022, Perfect and Acquisition Entities have executed and delivered a waiver letter to Provident, waiving the Minimum Available Cash Condition to the extent that the Minimum Available Cash Condition would fail to be satisfied at the Closing.

The definition of “Intermediate Redemption Scenario” on page 3 of the definitive proxy statement/prospectus is hereby amended and restated to read as follows:

“Intermediate Redemption Scenario” means the scenario in which the Public Shareholders exercise rights to redeem 10,516,542 Provident Class A Ordinary Shares, which represent 50% of the number of Provident Class A Ordinary Shares redeemed under the Illustrative Redemption Scenario, and represent approximately 45.72% of the total 23,000,000 Provident Class A Ordinary Shares that are subject to redemption right.

Certain definition is hereby added to page 6 of the definitive proxy statement/prospectus, immediately after the definition of “Registration Rights Agreement”:

“Requested Redemptions Scenario” means the scenario in which the Public Shareholders exercise rights to redeem 21,651,203 Provident Class A Ordinary Shares, which represent the level of redemption requested as of 5:00 pm Eastern Time on October 21, 2022, the deadline for Public Shareholders to exercise their redemption rights, and represent approximately 94.14% of the total 23,000,000 Provident Class A Ordinary Shares that are subject to redemption right. The Requested Redemptions Scenario represents the maximum level of redemption that could occur, taking into account of the Company’s waiver of the Minimum Available Cash Condition. The final level of redemption could be lower if some requests for redemption are withdrawn prior to the time the vote is taken with respect to the Business Combination Proposal at the Meeting.

Certain disclosure on pages 16 to 19 of the definitive proxy statement/prospectus is hereby amended and restated to read as follows:

Q. What equity stake will current Provident shareholders, the FPA Investors, the PIPE Investors and the current Perfect shareholders have in Perfect after the Proposed Transactions?

A. It is anticipated that, upon completion of the Business Combination and assuming no dilution from any of the Perfect Warrants, the Perfect Ordinary Shares issuable under the Perfect Incentive Plan, the Shareholder Earnout Shares or the Sponsor Earnout Promote Shares (the “Additional Dilution Sources”), the share ownership of Perfect immediately post-Closing would be as set forth in the sensitivity table below under the No Redemption Scenario, the Intermediate Redemption Scenario, the Illustrative Redemption Scenario, and the Requested Redemptions Scenario. For the avoidance of doubt, the Public Shareholders have the option and ability to elect for the redemption of all 23,000,000 Public Shares. However, in the event that all 23,000,000 Public Shares are redeemed, the Minimum Available Cash Condition cannot be satisfied unless Provident secures additional financing to make the Available Cash equal to or exceed $125,000,000. The Minimum Available Cash Condition is for the benefit of Perfect and Acquisition Entities and, as a result, Perfect and Acquisition

Entities have the sole right to waive the Minimum Available Cash Condition and, subject to satisfaction or waiver of the other conditions, to cause the Closing to occur even if the Minimum Available Cash Condition is not satisfied. On October 22, 2022, Perfect and Acquisition Entities have executed and delivered a waiver letter to Provident, waiving the Minimum Available Cash Condition to the extent that the Minimum Available Cash Condition would fail to be satisfied at the Closing.

As a result of the respective redemption amounts under the scenarios described above and the implied $10.00 per share value of the Perfect Shares immediately after the Closing, the implied total equity value of Perfect (as the combined company after the consummation of the Business Combination) would be $1,399,149,980 in the No Redemption Scenario, $1,293,984,560 in the Intermediate Redemption Scenario, $1,188,819,140 in the Illustrative Redemption Scenario, and $1,182,637,950 in the Requested Redemptions Scenario. In addition, the underwriter of the Provident IPO would otherwise be entitled to receive an aggregate of $8.05 million deferred underwriting compensation when and if the Business Combination is completed the (“Deferred Discount”), which would otherwise render the effective deferred underwriting fee for the shares of non-redeeming Public Shareholders to be 3.5% under the No Redemption Scenario, 6.4% under the Intermediate Redemption Scenario, 40.9% under the Illustrative Redemption Scenario and 59.7% under the Requested Redemptions Scenario (assuming the Closing can occur), on a percentage basis. However, in a mutual termination letter between Citigroup Global Markets Inc. (“Citi”) and Provident, Citi gratuitously, and without any consideration from Provident, waived its claim to the Deferred Discount that it would have been entitled to receive. See “Q. What is the effective underwriting fee that will be received by the Underwriter for the Provident IPO”, “Proposal No. 1 — The Business Combination Proposal — Mutual Termination of Citi’s Engagements” and “Risk Factors — Risks Related to Provident and the Proposed Transactions — Citi’s engagements as a co-placement agent and co-capital markets advisor to Provident in connection with the Business Combination have been mutually terminated, and Citi has gratuitously waived its deferred discount and other fees. Citi is not to be associated with the disclosure in this proxy statement/ prospectus or the underlying business or financial analysis related to the Business Combination, and there can be no assurances that Citi agrees with such disclosure or analysis and no inference can be drawn to this effect.”

	Assuming No Redemption Scenario				Assuming Intermediate Redemption Scenario				Assuming Illustrative Redemption Scenario				Assuming Requested Redemption Scenario
	Number of Shares(1)		% of Shares		Number of Shares(1)		% of Shares		Number of Shares(1)		% of Shares		Number of Shares(1)		% of Shares
Provident Shareholders (Perfect Class A Ordinary Shares)
Public Shareholders		23,000,000		16.4		12,483,458		9.6		1,966,916		1.7		1,348,797		1.1
Initial Shareholders(2)		5,415,000		3.9		5,415,000		4.2		5,415,000		4.6		5,415,000		4.6
FPA Investors(3)		5,500,000		3.9		5,500,000		4.2		5,500,000		4.6		5,500,000		4.7
PIPE Investors(4)		5,000,000		3.6		5,000,000		3.9		5,000,000		4.2		5,000,000		4.2
Perfect Shareholders
Perfect Class A Ordinary Shares		84,211,280		60.2		84,211,280		65.1		84,211,280		70.8		84,211,280		71.2
Perfect Class B Ordinary Shares		16,788,718		12.0		16,788,718		13.0		16,788,718		14.1		16,788,718		14.2

	Assuming No Redemption Scenario					Assuming Intermediate Redemption Scenario					Assuming Illustrative Redemption Scenario					Assuming Requested Redemption Scenario
	Number of Shares(1)			% of Shares		Number of Shares(1)			% of Shares		Number of Shares(1)			% of Shares		Number of Shares(1)			% of Shares
Total Perfect Shares Outstanding immediately after Closing			139,914,998		100.0			129,398,456		100.0			118,881,914		100.0			118,263,795		100.0
Total Perfect Equity Value Post-Closing		$	1,399,149,980				$	1,293,984,560				$	1,188,819,140				$	1,182,637,950
Implied Per Share Value		$	10.0				$	10.0				$	10.0				$	10.0

(1)

Excludes (a) Perfect Class A Ordinary Shares issuable upon the exercise of 20,850,000 Perfect Warrants to be outstanding upon completion of the Business Combination, (b) 10,000,000 Shareholder Earnout Shares, (c) 1,175,624 Sponsor Earnout Promote Shares, and (d) 5,311,310 Perfect Ordinary Shares reserved for issuance under the Perfect Incentive Plan.

(2)

Excludes Perfect Class A Ordinary Shares to be issued in exchange for Provident Class A Ordinary Shares issued to the Initial Shareholders pursuant to the FPA Investment.

(3)

Represents 5,500,000 Perfect Class A Ordinary Shares to be held by the FPA Investors upon exchange with the same amount of Provident Class A Ordinary Shares.

(4)

Represents 5,000,000 Perfect Class A Ordinary Shares to be held by the PIPE Investors upon exchange with the same amount of Provident Class A Ordinary Shares.

Additionally, the sensitivity table below sets forth the potential additional dilutive impact of each of the Additional Dilution Sources in each redemption scenario. Increasing levels of redemption will increase the dilutive effects of these issuances on non-redeeming Provident shareholders, FPA Investors, PIPE Investors and legacy Perfect shareholders.

	Assuming No Redemption Scenario				Assuming Intermediate Redemption Scenario				Assuming Illustrative Redemption Scenario				Assuming Requested Redemption Scenario
Additional Dilution Sources	Number of Shares(1)		% of Shares		Number of Shares(1)		% of Shares		Number of Shares(1)		% of Shares		Number of Shares(1)		% of Shares
Perfect Warrants(2)		20,850,000		13.0		20,850,000		13.9		20,850,000		14.9		20,850,000		15.0
Perfect Class A Ordinary Shares issuable under Perfect Incentive Plan(3)		5,311,310		3.7		5,311,310		3.9		5,311,310		4.3		5,311,310		4.3
Shareholder Earnout Shares(4)		10,000,000		6.7		10,000,000		7.2		10,000,000		7.8		10,000,000		7.8
Sponsor Earnout Promote Shares(5)		1,175,624		0.8		1,175,624		0.9		1,175,624		1.0		1,175,624		1.0
Total Additional Dilutive Sources(6)		37,336,934		21.1		37,336,934		22.4		37,336,934		23.9		37,336,934		24.0

(1)

The calculation of the percentage of shares with respect to each Additional Dilution Source includes the full amount of shares issuable with respect to such Additional Dilution Source (but not the other Additional Dilution Sources) in both the numerator and denominator. For example, in the No Redemption Scenario, the percentage of shares with respect to the Additional Dilution Source of the Perfect Warrants would be calculated as follows: (a) 20,850,000 Perfect Class A Ordinary Shares underlying the Perfect Warrants; divided by (b) the sum of (i) 139,914,998 Perfect Shares outstanding upon completion of the Business Combination under the No Redemption Scenario before taking into account any Additional Dilution Source, plus (ii) 20,850,000 Perfect Class A Ordinary Shares underlying the Perfect Warrants.

(2)

This row assumes exercise of all Perfect Warrants for cash. Represents (i) 11,500,000 Perfect Warrants to be exchanged from 11,500,000 Public Warrants, (ii) 6,600,000 Perfect Warrants to be exchanged from 6,600,000 Private Placement Warrants, and (iii) 2,750,000 Perfect Warrants to be exchanged from 2,750,000 Forward Purchase Warrants, in each case, in connection with the Business Combination. Immediately prior to the Business Combination, Provident will have 11,500,000 Public Warrants outstanding, irrespective of the number of Provident Public Shareholders who exercise their redemption rights, and all such 11,500,000 Public Warrants will be exchanged for Perfect Warrants on a one-to-one basis at the Closing. Based on the closing price of the Public Warrants on Nasdaq of $0.22 on September 29, 2022, the 11,500,000 Public Warrants have an aggregate value of $2,530,000.

(3)

This row assumes exercise of all awards under Perfect Incentive Plan on a cash basis and all awards are earned and settled in Perfect Class A Ordinary Shares.

(4)

This row assumes all 10,000,000 Shareholder Earnout Shares are issued to respective shareholders of Perfect.

(5)

This row assumes all 1,175,624 Sponsor Earnout Promote Shares are issued to the Sponsor.

(6)

This row assumes the issuance of all Perfect Class A Ordinary Shares in connection with each of the Additional Dilution Sources, as described in Notes 2 through 5 above. Due to the calculation formula as illustrated in Note 1 above, the percentage of the total Additional Dilution Sources is not equal to the sum of the percentage of each Additional Dilution Source.

The share amounts and ownership percentages set forth in the two tables above are not indicative of voting percentages. Perfect will only proceed with the Business Combination if (a) Merger Sub 2 (as the surviving company of the Mergers) will have net tangible assets of at least $5,000,001 upon consummation of the Business Combination and (b) the Minimum Available Cash Condition is either satisfied or waived. On October 22, 2022, Perfect and Acquisition Entities have executed and delivered a waiver letter to Provident, waiving the Minimum Available Cash Condition to the extent that the Minimum Available Cash Condition would fail to be satisfied at the Closing. If the actual facts are different than the assumptions set forth above, the share amounts and percentage ownership numbers set forth above will be different.

Provident’s public shareholders who redeem their Provident Class A Ordinary Shares may continue to hold any Public Warrants they own, which results in additional dilution to non-redeeming holders upon exercise of the Public Warrants. For details of the potential risks, see “Risk Factors — Risks Related to the Perfect Class A Ordinary Shares and the Perfect Warrants — Provident’s public shareholders who redeem their Provident Class A Ordinary Shares may continue to hold any Public Warrants they own, which results in additional dilution to non-redeeming holders upon exercise of the Public Warrants.”

Q. What voting power will current Provident shareholders, the FPA Investors, the PIPE Investors and the current Perfect shareholders have in Perfect after the Proposed Transactions?

A. It is anticipated that, upon completion of the Business Combination, the voting power in Perfect will be as set forth in the table below (without taking into account any Additional Dilution Source):

	Assuming No Redemption Scenario				Assuming Intermediate Redemption Scenario				Assuming Illustrative Redemption Scenario				Assuming Requested Redemption Scenario
	Number of Shares		% of Voting Power		Number of Shares		% of Voting Power		Number of Shares		% of Voting Power		Number of Shares		% of Voting Power
Provident Shareholders (Perfect Class A Ordinary Shares)
Public Shareholders		23,000,000		7.9		12,483,458		4.5		1,966,916		0.7		1,348,797		0.5
Initial Shareholders		5,415,000		1.9		5,415,000		1.9		5,415,000