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 | |||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
|
Unit 11C/D, Kimley Commercial Building |
||
| 142 – 146 Queen’s Road Central | ||
| Hong Kong | 00000 | |
| (Address of Principal Executive Offices) | (Zip Code) |
| Registrant’s telephone number, including area code: + 852 2467 0338 |
| Not Applicable |
| (Former name or former address, if changed since last report) |
|
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
|
| x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 | Nasdaq Capital Market | ||
| Capital Market | ||||
| Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
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. ¨
Item 1.01. Entry into a Material Definitive Agreement.
Assignment Assumption and Consent Agreement
Upon requests from certain PIPE Investors ("PIPE Assignors") to transfer and assign their rights and obligations under the respective PIPE Subscription Agreements to their respective affiliates ("PIPE Assignees") for internal reorganization purposes, on August 9, 2022, Provident Acquisition Corp. (the “Provident”), Perfect Corp. (“Perfect”), each PIPE Assignor and each PIPE Assignee entered into certain assignment assumption and consent agreements (the "Assignment Assumption and Consent Agreement"). Each PIPE Assignee will assume the respective Subscription Agreements, including the full amount of PIPE Assignors' aggregate subscription under such agreement.
The foregoing description of the Assignment Assumption and Consent Agreement is qualified in all respects by reference to the full text of the Assignment Assumption and Consent Agreements, which are attached as Exhibits 10.1 and 10.2 hereto and incorporated by reference herein.
Terms of the PIPE Subscription Agreement were disclosed on Provident’s Current Report on Form 8-K dated March 3, 2022 and a form of PIPE Subscription Agreement is filed as Exhibit 10.1 thereunder.
FPA Joinder Agreement and Consent to Joinder Agreement
Similarly, upon requests from an FPA Investor, on August 9, 2022, an affiliate of the FPA Investor entered into a joinder agreement with the Provident and the FPA Investor to assume the rights and obligations of the FPA Investor under the Forward Purchase Agreement (such joinder agreement, the "FPA Joinder Agreement"). On the same date and prior to the entry into the FPA Joinder Agreement, Perfect provided a consent in writing to such joinder agreement upon Provident’s request (the “Consent to Joinder Agreement”).
The foregoing descriptions of the FPA Joinder Agreement and the Consent to Joinder Agreement are qualified in all respects by reference to the full text of the FPA Joinder Agreement and the Consent to Joinder Agreement, respectively, which are attached as Exhibits 10.3 and 10.4 hereto and incorporated by reference herein.
Terms of the Forward Purchase Agreement were disclosed on Provident’s registration statement on Form S-1 dated December 22, 2020 and the executed version of the Forward Purchase Agreement is filed as Exhibit 10.10 thereunder.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure set forth above in Item 1.01 of this Current Report is incorporated by reference herein.
Forward-Looking Statements
This Current Report contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are based on beliefs and assumptions and on information currently available to Provident and Perfect. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” “target,” “seek” or the negative or plural of these words, or other similar expressions that are predictions or indicate future events or prospects, although not all forward-looking statements contain these words. Any statements that refer to expectations, projections or other characterizations of future events or circumstances, including the capability of Perfect’s technology and Perfect’s business plans are also forward-looking statements. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by these forward- looking statements. Although each of Provident and Perfect believes that it has a reasonable basis for each forward-looking statement contained in this Current Report, each of Provident and Perfect cautions you that these statements are based on a combination of facts and factors currently known and projections of the future, which are inherently uncertain. In addition, there will be risks and uncertainties described in the proxy statement/prospectus relating to the proposed transaction, which is expected to be filed by Perfect with the SEC, and other documents filed by Perfect or Provident from time to time with the SEC. These filings may identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Neither Provident nor Perfect can assure you that the forward-looking statements in this Current Report will prove to be accurate. These forward-looking statements are subject to a number of risks and uncertainties, including, among others, the ability to complete the Business Combination due to the failure to obtain approval from Provident’s shareholders or satisfy other closing conditions in the Business Combination Agreement, the occurrence of any event that could give rise to the termination of the Business Combination Agreement, the ability to recognize the anticipated benefits of the Business Combination, the amount of redemption requests made by Provident’s public shareholders, costs related to the transaction, the impact of the global COVID-19 pandemic, the risk that the transaction disrupts current plans and operations as a result of the announcement and consummation of the transaction, the outcome of any potential litigation, government or regulatory proceedings and other risks and uncertainties, including those to be included under the heading “Risk Factors” in the preliminary proxy statement, as amended, filed by Provident with the SEC and those included under the heading “Risk Factors” in the annual report on Form 10-K for year ended December 31, 2020 of Provident and in its subsequent quarterly reports on Form 10-Q and other filings with the SEC. There may be additional risks that neither Provident nor Perfect presently knows or that Provident and Perfect currently believe are immaterial that could also cause actual results to differ from those contained in the forward looking statements. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by Provident, Perfect, their respective directors, officers or employees or any other person that Provident and Perfect will achieve their objectives and plans in any specified time frame, or at all. The forward-looking statements in this Current Report represent the views of Provident and Perfect as of the date of this Current Report. Subsequent events and developments may cause those views to change. However, while Provident and Perfect may update these forward-looking statements in the future, there is no current intention to do so, except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing the views of Provident or Perfect as of any date subsequent to the date of this Current Report.
Additional Information and Where to Find It
Shareholders of Provident and other interested persons are encouraged to read, when available, the preliminary proxy statement/prospectus included in the Registration Statement as well as other documents to be filed with the SEC because these documents will contain important information about Provident, Perfect and the proposed transaction. After the Registration Statement is declared effective, the definitive proxy statement/prospectus to be included in the Registration Statement will be mailed to shareholders of Provident as of a record date to be established for voting on the proposed transaction. Before making any voting or investment decision, investors and shareholders of Provident are urged to carefully read the entire Registration Statement and proxy statement/prospectus, when they become available, and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, because they will contain important information about the proposed Business Combination. The documents filed by Provident with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov.
Participants in the Solicitation
Provident and its directors and executive officers may be deemed participants in the solicitation of proxies from Provident’s shareholders with respect to the Business Combination. A list of the names of those directors and executive officers and a description of their interests in Provident will be included in the proxy statement/prospectus for the Business Combination when available at www.sec.gov. Information about Provident’s directors and executive officers and their ownership of Provident’s shares is set forth in Provident’s Amendment No. 2 to the Preliminary Statement on Schedule 14A. Other information regarding the interests of the participants in the proxy solicitation will be included in the proxy statement/prospectus pertaining to the Business Combination when it becomes available. These documents can be obtained free of charge from the source indicated above.
Perfect and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of Provident in connection with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed Business Combination will be included in the proxy statement/prospectus for the Business Combination when available.
No Offer or Solicitation
This Current Report is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination and does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act, or an exemption therefrom.
Item 9.01 Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 9, 2022
| PROVIDENT ACQUISITION CORP. | ||
| By: | /s/ Michael Aw | |
| Michael Aw | ||
| Chief Executive Officer | ||
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 under the laws of Singapore (“Assignee”), Provident Acquisition Corp., a Cayman Islands exempted company (the “Issuer”), and Perfect Corp., a Cayman Islands exempted company (the “Company”). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Subscription Agreement (as defined below).
WHEREAS, Assignor, the Issuer and the Company entered into that certain subscription agreement dated as of March 3, 2022 (the “Subscription Agreement”), pursuant to which Assignor has agreed to subscribe for and purchase from the Issuer an aggregate of 500,000 Issuer Class A Ordinary Shares for a purchase price of $10.00 per share and for the aggregate purchase price of $5,000,000 on the date that is one Business Day prior to the consummation of the First Merger;
WHEREAS, Assignee, is an investment holding company incorporated on June 26, 2021 in Singapore, and is an Affiliate (as defined in the Business Combination Agreement) of the Assignor;
WHEREAS, Assignor desires to transfer and assign to Assignee, and Assignee desires to assume the Subscription Agreement, including the full amount of Assignor’s aggregate subscription under the Subscription Agreement; and
WHEREAS, Section 6.5 (Assignment) of the Subscription Agreement provides that neither the Subscription Agreement nor any rights and interests or obligations that may accrue to the parties thereunder (including Assignor’s rights to purchase the Subscribed Shares) may be transferred or assigned without the prior written consent of the other parties thereof, and the Issuer and the Company desire to provide such consent in accordance with the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements herein contained, the receipt and sufficiency of which is hereby acknowledged and intending to be legally bound, the parties hereto agree as follows:
1. Assignment and Assumption. Subject to the provisions of this Agreement, Assignor hereby assigns to Assignee all of Assignor’s right, title and interest in and to the Subscription Agreement; and Assignee hereby accepts such assignment and assumes all of Assignor’s liabilities and obligations under the Subscription Agreement, and agrees to pay, perform, satisfy and discharge in full, as the same become due, all of Assignor’s liabilities and obligations under the Subscription Agreement. Assignee confirms that it has reviewed the Subscription Agreement with legal counsel of Assignee’s choosing and Assignee agrees that the Issuer and the Company shall have the right of direct action against Assignee pursuant to the same remedies as are available against Assignor.
2. Representations and Warranties of Assignor and Assignee; No Release of Assignor.
2.1. Assignor and Assignee hereby represent and warrant to each of the Issuer and the Company that the information with respect to the Assignor and Assignee in the recitals are true and correct as of the date hereof and as of the Subscription Closing Date.
2.2. To induce the Issuer and the Company to enter into this Agreement, (a) Assignee hereby represents and warrants to each of the Issuer and the Company and acknowledges and agrees with each of the Issuer and the Company, as of the date hereof and as of the Subscription Closing Date, each of the representations and warranties of Assignor set forth in the Subscription Agreement as if made by Assignee mutatis mutandis, and (b) Assignor hereby acknowledges and agrees that that neither this Agreement nor the consent of the Issuer or the Company hereunder shall release Assignor in whole or in part from any of its liabilities and obligations under the Subscription Agreement if Assignee fails to pay, perform, satisfy or discharge in full, as the same become due, any such liability or obligation. Assignor hereby agrees to be bound by any amendment to the Subscription Agreement after the date hereof which is executed by the Assignee. In furtherance of the foregoing, it is specifically understood and agreed that in the event of default by Assignee under the Subscription Agreement, the Issuer and the Company shall be entitled to commence any action or proceeding against Assignor or otherwise exercise any available remedies at law or in equity to enforce the provisions of the Subscription Agreement against Assignor without first commencing any action or otherwise proceeding against Assignee or any other party, or otherwise exhausting all of its available remedies against Assignee or any other party.
1
3. Consent; Subsequent Assignment. Pursuant to Section 6.5 (Assignment) of the Subscription Agreement, each of the Issuer and the Company hereby consents to the assignment of the Subscription Agreement by Assignor to Assignee and the assumption of the Subscription Agreement by Assignee from Assignor, in each case pursuant to this Agreement. The consent of the Issuer and the Company shall be deemed limited solely to the assignment as provided in this Agreement, and the Issuer and the Company reserve the right to consent or to withhold consent and all other rights under the Subscription Agreement with respect to any other matters, including, without limitation, any subsequent assignment.
4. Effectiveness of Consent. The effectiveness of this Agreement is subject to and conditioned upon the full execution and delivery by and among the parties of this Agreement.
5. Miscellaneous Provisions.
5.1. Subscription Agreement. Each party hereby acknowledges and agrees that, except as expressly set forth hereunder, neither the representations and warranties, covenants, agreements, terms, provisions or conditions nor the rights, obligations or remedies of any party under the Subscription Agreement shall be deemed to be abrogated, modified, waived, impaired, affected or altered in any way by execution or acceptance of this Agreement.
5.2. Notice. For purposes of Section 6.2 of the Subscription Agreement, all notices and other communications to Assignee shall be given or made to:
| Company: | Guanzhong Bamboo Capital Pte. Ltd. | |
| Address: | Gedung Avian Brands, Jl. Ahmad Yani No. 317 | |
| Surabaya 60234, Jawa Timur, Indonesia | ||
| Attention: | Ruslan Tanoko | |
| Email: | rtanoko@gmail.com |
5.3. Entire Agreement; Conflict. This Agreement and the Subscription Agreement constitute the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof. In the event of any conflict between this Agreement and the Subscription Agreement, the provisions of this Agreement shall control.
5.4. Incorporation by Reference. Article 6 of the Subscription Agreement shall apply mutatis mutandis to this Agreement.
[Signature Page Follows]
2
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
|
PT Wira Laju Rejeki | ||
| By: | /s/ RUSLAN TANOKO | |
| Name: RUSLAN TANOKO | ||
| Title: Director | ||
[Signature Page to Assignment, Assumption and Consent Agreement]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
|
Guanzhong Bamboo Capital Pte. Ltd. | ||
| By: | /s/ LIM LI CHING | |
| Name: LIM LI CHING | ||
| Title: Director | ||
[Signature Page to Assignment, Assumption and Consent Agreement]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
| PROVIDENT ACQUISITION CORP. | ||
| By: | /s/ MICHAEL AW | |
| Name: MICHAEL AW | ||
| Title: Director | ||
[Signature Page to Assignment, Assumption and Consent Agreement]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
| PERFECT CORP. | ||
| By: | /s/ ALICE H. CHANG | |
| Name: ALICE H. CHANG | ||
| Title: Chief Executive Officer | ||
[Signature Page to Assignment, Assumption and Consent Agreement]
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 under the laws of Singapore (“Assignee”), Provident Acquisition Corp., a Cayman Islands exempted company (the “Issuer”), and Perfect Corp., a Cayman Islands exempted company (the “Company”). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Subscription Agreement (as defined below).
WHEREAS, Assignor, the Issuer and the Company entered into that certain subscription agreement dated as of March 3, 2022 (the “Subscription Agreement”), pursuant to which Assignor has agreed to subscribe for and purchase from the Issuer an aggregate of 200,000 Issuer Class A Ordinary Shares for a purchase price of $10.00 per share and for the aggregate purchase price of $2,000,000 on the date that is one Business Day prior to the consummation of the First Merger;
WHEREAS, Assignee, is an investment holding company incorporated on June 19, 2021 in Singapore, and is an Affiliate (as defined in the Business Combination Agreement) of the Assignor;
WHEREAS Assignor desires to transfer and assign to Assignee, and Assignee desires to assume the Subscription Agreement, including the full amount of Assignor’s aggregate subscription under the Subscription Agreement; and
WHEREAS, Section 6.5 (Assignment) of the Subscription Agreement provides that neither the Subscription Agreement nor any rights and interests or obligations that may accrue to the parties thereunder (including Assignor’s rights to purchase the Subscribed Shares) may be transferred or assigned without the prior written consent of the other parties thereof, and the Issuer and the Company desire to provide such consent in accordance with the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements herein contained, the receipt and sufficiency of which is hereby acknowledged and intending to be legally bound, the parties hereto agree as follows:
1. Assignment and Assumption. Subject to the provisions of this Agreement, Assignor hereby assigns to Assignee all of Assignor’s right, title and interest in and to the Subscription Agreement; and Assignee hereby accepts such assignment and assumes all of Assignor’s liabilities and obligations under the Subscription Agreement, and agrees to pay, perform, satisfy and discharge in full, as the same become due, all of Assignor’s liabilities and obligations under the Subscription Agreement. Assignee confirms that it has reviewed the Subscription Agreement with legal counsel of Assignee’s choosing and Assignee agrees that the Issuer and the Company shall have the right of direct action against Assignee pursuant to the same remedies as are available against Assignor.
2. Representations and Warranties of Assignor and Assignee; No Release of Assignor.
2.1. Assignor and Assignee hereby represent and warrant to each of the Issuer and the Company that the information with respect to the Assignor and Assignee in the recitals is true and correct as of the date hereof and as of the Subscription Closing Date.
2.2. To induce the Issuer and the Company to enter into this Agreement, (a) Assignee hereby represents and warrants to each of the Issuer and the Company and acknowledges and agrees with each of the Issuer and the Company, as of the date hereof and as of the Subscription Closing Date, each of the representations and warranties of Assignor set forth in the Subscription Agreement as if made by Assignee mutatis mutandis, and (b) Assignor hereby acknowledges and agrees that neither this Agreement nor the consent of the Issuer or the Company hereunder shall release Assignor in whole or in part from any of its liabilities and obligations under the Subscription Agreement if Assignee fails to pay, perform, satisfy or discharge in full, as the same become due, any such liability or obligation. Assignor hereby agrees to be bound by any amendment to the Subscription Agreement after the date hereof which is executed by the Assignee. In furtherance of the foregoing, it is specifically understood and agreed that in the event of default by Assignee under the Subscription Agreement, the Issuer and the Company shall be entitled to commence any action or proceeding against Assignor or otherwise exercise any available remedies at law or in equity to enforce the provisions of the Subscription Agreement against Assignor without first commencing any action or otherwise proceeding against Assignee or any other party, or otherwise exhausting all of its available remedies against Assignee or any other party.
1
3. Consent; Subsequent Assignment. Pursuant to Section 6.5 (Assignment) of the Subscription Agreement, each of the Issuer and the Company hereby consents to the assignment of the Subscription Agreement by Assignor to Assignee and the assumption of the Subscription Agreement by Assignee from Assignor, in each case pursuant to this Agreement. The consent of the Issuer and the Company shall be deemed limited solely to the assignment as provided in this Agreement, and the Issuer and the Company reserve the right to consent or to withhold consent and all other rights under the Subscription Agreement with respect to any other matters, including, without limitation, any subsequent assignment.
4. Effectiveness of Consent. The effectiveness of this Agreement is subject to and conditioned upon the full execution and delivery by and among the parties of this Agreement.
5. Miscellaneous Provisions.
5.1. Subscription Agreement. Each party hereby acknowledges and agrees that, except as expressly set forth hereunder, neither the representations and warranties, covenants, agreements, terms, provisions or conditions nor the rights, obligations or remedies of any party under the Subscription Agreement shall be deemed to be abrogated, modified, waived, impaired, affected or altered in any way by execution or acceptance of this Agreement.
5.2. Notice. For purposes of Section 6.2 of the Subscription Agreement, all notices and other communications to Assignee shall be given or made to:
| Company: | Kofuku Ranea Capital Pte. Ltd. | |
| Address: | Gedung Avian Brands, Jl. Ahmad Yani No. 317 | |
| Surabaya 60234, Jawa Timur, Indonesia | ||
| Attention: | Ruslan Tanoko | |
| Email: | rtanoko@gmail.com |
5.3. Entire Agreement; Conflict. This Agreement and the Subscription Agreement constitute the entire agreement and supersede all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof. In the event of any conflict between this Agreement and the Subscription Agreement, the provisions of this Agreement shall control.
5.4. Incorporation by Reference. Article 6 of the Subscription Agreement shall apply mutatis mutandis to this Agreement.
[Signature Page Follows]
2
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
| PT Sensasi Istana Warna | ||
| By: | /s/ RUSLAN TANOKO | |
| Name: RUSLAN TANOKO | ||
| Title: Director | ||
[Signature Page to Assignment, Assumption and Consent Agreement]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
| Kofuku Ranea Capital Pte. Ltd. | ||
| By: | /s/ LIM LI CHING | |
| Name: LIM LI CHING | ||
| Title: Director | ||
[Signature Page to Assignment, Assumption and Consent Agreement]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
| PROVIDENT ACQUISITION CORP. | ||
| By: | /s/ MICHAEL AW | |
| Name: MICHAEL AW | ||
| Title: Director | ||
[Signature Page to Assignment, Assumption and Consent Agreement]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
| PERFECT CORP. | ||
| By: | /s/ ALICE H. CHANG | |
| Name: ALICE H. CHANG | ||
| Title: Chief Executive Officer | ||
[Signature Page to Assignment, Assumption and Consent Agreement]
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 “Company”) and PT Nugraha Eka Kencana (the “Transferor”). Capitalized terms used but not otherwise defined herein shall have the meanings provided in the Forward Purchase Agreement.
The Transferee hereby represents and warrants to the Company and acknowledges and agrees with the Company, as of the date of this Joinder Agreement, each of the representations and warranties of the Transferor set forth in the Forward Purchase Agreement as if made by the Transferee mutatis mutandis.
The Transferor hereby acknowledges and agrees that, notwithstanding any provisions to the contrary contained in the Forward Purchase Agreement, this Joinder Agreement shall not release Transferor in whole or in part from any of its liabilities and obligations under the Forward Purchase Agreement if Transferee fails to pay, perform, satisfy or discharge in full, as the same become due, any such liability or obligation. Transferor hereby agrees to be bound by any amendment to the Forward Purchase Agreement after the date of this Joinder Agreement which is executed by the Transferee. In furtherance of the foregoing, it is specifically understood and agreed that in the event of default by Transferee under the Forward Purchase Agreement, the Company shall be entitled to commence any action or proceeding against Transferor or otherwise exercise any available remedies at law or in equity to enforce the provisions of the Forward Purchase Agreement against Transferor without first commencing any action or otherwise proceeding against Transferee or any other party, or otherwise exhausting all of its available remedies against Transferee or any other party.
By executing and delivering this Joinder Agreement to the Transferor and the Company, and upon acceptance hereof by the Transferor and the Company upon the execution of a counterpart hereof, the number of the Forward Purchase Shares and the Forward Purchase Warrants (collectively, the “Transferee Securities”) to be purchased by the Transferee, and the aggregate purchase price to be paid by the Transferee, shall be as set forth on the signature page to this Joinder Agreement next to the line items “Number of Forward Purchase Shares,” “Number of Forward Purchase Warrants,” and “Aggregate Purchase Price for Forward Purchase Units,” respectively, and the Transferee shall have all the rights and obligations of the Transferor under the Forward Purchase Agreement with respect to the Transferee Securities.
Accordingly, the number of Forward Purchase Shares and Forward Purchase Warrants to be purchased by the Transferor under the Forward Purchase Agreement shall be reduced, respectively, by the total number of the Forward Purchase Shares and the Forward Purchase Warrants to be purchased by the Transferee, and the “Number of Forward Purchase Shares,” “Number of Forward Purchase Warrants” and “Aggregate Purchase Price for Forward Purchase Units” on the Transferor’s signature page to the Forward Purchase Agreement shall hereby be updated pursuant to the Schedule A hereof.
[Signature Page Follows]
Accordingly, the Transferee has executed and delivered this Joinder Agreement as of the ____9th________ day of _____August_______, 2022.
| TRANSFEREE: |
Address for Notices: | ||
| Baltimore Investments Ltd. | Campbells Corporate Services Limited, | ||
| Floor 4, Willow House, | |||
| Cricket Square, Grand Cayman | |||
| KY-9010, Cayman Islands | |||
| By: | /s/ Lany Djuwita Wong | ||
| Name: Lany Djuwita Wong | Email: | ||
| Title: Director | lany.wong@consolidatedholdco.com | ||
| By: | /s/ Laura Tzu-Jung Lu Hultquist | ||
| Name: Laura Tzu-Jung Lu Hultquist | Email: lauraluhultquist@gmail.com | ||
| Title: Director |
| Number of Forward Purchase Shares: | 1,000,000 | |||
| Number of Forward Purchase Warrants: | 500,000 | |||
| Aggregate Purchase Price for Forward Purchase Units: | $ | 10,000,000 |
Accepted and agreed to by:
| TRANSFEROR: | ||
| PT Nugraha Eka Kencana | ||
| By: | /s/ Devin Wirawan | |
| Name: Devin Wirawan | ||
| Title: President Director | ||
| By: | /s/ Lany Djuwita Wong | |
| Name: Lany Djuwita Wong | ||
| Title: Director |
| COMPANY: | ||
| PROVIDENT ACQUISITION CORP. | ||
| By: | /s/ Michael Aw | |
| Name: Michael Aw | ||
| Title: Director | ||
SCHEDULE A
The following transfers of a portion of the original number of Forward Purchase Shares and Forward Purchase Warrants have been made:
| Date of Transfer | Transferee | Number of Forward Purchase Shares Transferred | Number of Forward Purchase Warrants Transferred | Transferor Revised Number of Forward Purchase Shares | Transferor Revised Number of Forward Purchase Warrants | Transferor Revised Aggregate Purchase Price for Forward Purchase Units | ||||||||||||||||
| _August 9_, 2022 | Baltimore Investments Ltd. | 1,000,000 | 500,000 | - | - | - | ||||||||||||||||
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: alice@perfectcorp.com; Daniel_lee@perfectcorp.com
Sullivan & Cromwell (Hong Kong) LLP
20th Floor, Alexandra House
18 Chater Road, Central
Hong Kong
Attention: Ching-Yang Lin
Email: linc@sullcrom.com
Re: Joinder Agreement to that certain Forward Purchase Agreement
Ladies and Gentlemen:
Reference is made to that certain Agreement and Plan of Merger, dated as of March 3, 2022, 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”), Beauty Corp., a Cayman Islands exempted company with limited liability and a wholly-owned direct Subsidiary of the Company and Fashion Corp., a Cayman Islands exempted company with limited liability and a wholly-owned direct Subsidiary of the Company (as amended, the “Business Combination Agreement”).
Further reference is made to that certain Forward Purchase Agreement, dated as of December 15, 2020 (as amended, the “Forward Purchase Agreement”), by and among PAQC and PT Nugraha Eka Kencana (the “Transferor”) and that certain Joinder Agreement in the form attached hereto as Annex A (the “Joinder Agreement”), pursuant to which the Transferor will transfer and assign its rights and obligations under the Forward Purchase Agreement pursuant to the Forward Purchase Agreement and the Joinder Agreement.
Pursuant to Section 8.01 of the Business Combination Agreement, PAQC hereby requests the consent and agreement of the Company for PAQC to enter into the Joinder Agreement and the transactions contemplated thereunder.
If the Company agrees to the foregoing, please countersign a copy of this letter in the space indicated below and return such countersigned copy to PAQC.
[Signature Pages Follow]
1
| Yours faithfully, | |
| PROVIDENT ACQUISITION CORP. |
| By: | /s/ Michael Aw | |
| Name: | Michael Aw | |
| Title: | Director |
[Signature Page to Consent to Joinder Agreement]
| Agreed and acknowledged by: | |
| PERFECT CORP. |
| By: | /s/ Alice H. Chang | |
| Name: | Alice H. Chang | |
| Title: | Chief Executive Officer |
[Signature Page to Consent to Joinder Agreement]
ANNEX A
JOINDER AGREEMENT
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 “Company”) and PT Nugraha Eka Kencana (the “Transferor”). Capitalized terms used but not otherwise defined herein shall have the meanings provided in the Forward Purchase Agreement.
The Transferee hereby represents and warrants to the Company and acknowledges and agrees with the Company, as of the date of this Joinder Agreement, each of the representations and warranties of the Transferor set forth in the Forward Purchase Agreement as if made by the Transferee mutatis mutandis.
The Transferor hereby acknowledges and agrees that, notwithstanding any provisions to the contrary contained in the Forward Purchase Agreement, this Joinder Agreement shall not release Transferor in whole or in part from any of its liabilities and obligations under the Forward Purchase Agreement if Transferee fails to pay, perform, satisfy or discharge in full, as the same become due, any such liability or obligation. Transferor hereby agrees to be bound by any amendment to the Forward Purchase Agreement after the date of this Joinder Agreement which is executed by the Transferee. In furtherance of the foregoing, it is specifically understood and agreed that in the event of default by Transferee under the Forward Purchase Agreement, the Company shall be entitled to commence any action or proceeding against Transferor or otherwise exercise any available remedies at law or in equity to enforce the provisions of the Forward Purchase Agreement against Transferor without first commencing any action or otherwise proceeding against Transferee or any other party, or otherwise exhausting all of its available remedies against Transferee or any other party.
By executing and delivering this Joinder Agreement to the Transferor and the Company, and upon acceptance hereof by the Transferor and the Company upon the execution of a counterpart hereof, the number of the Forward Purchase Shares and the Forward Purchase Warrants (collectively, the “Transferee Securities”) to be purchased by the Transferee, and the aggregate purchase price to be paid by the Transferee, shall be as set forth on the signature page to this Joinder Agreement next to the line items “Number of Forward Purchase Shares,” “Number of Forward Purchase Warrants,” and “Aggregate Purchase Price for Forward Purchase Units,” respectively, and the Transferee shall have all the rights and obligations of the Transferor under the Forward Purchase Agreement with respect to the Transferee Securities.
Accordingly, the number of Forward Purchase Shares and Forward Purchase Warrants to be purchased by the Transferor under the Forward Purchase Agreement shall be reduced, respectively, by the total number of the Forward Purchase Shares and the Forward Purchase Warrants to be purchased by the Transferee, and the “Number of Forward Purchase Shares,” “Number of Forward Purchase Warrants” and “Aggregate Purchase Price for Forward Purchase Units” on the Transferor’s signature page to the Forward Purchase Agreement shall hereby be updated pursuant to the Schedule A hereof.
[Signature Page Follows]
Accordingly, the Transferee has executed and delivered this Joinder Agreement as of the ____________ day of ____________, 2022.
| TRANSFEREE: |
Address for Notices: | ||
| Baltimore Investments Ltd | Campbells Corporate Services Limited, | ||
| Floor 4, Willow House, | |||
| Cricket Square, Grand Cayman | |||
| KY-9010, Cayman Islands | |||
| By: | |||
| Name: Lany Djuwita Wong | Email: | ||
| Title: Director | lany.wong@consolidatedholdco.com | ||
| By: | |||
| Name: Laura Tzu-Jung Lu Hultquist | Email: lauraluhultquist@gmail.com | ||
| Title: Director |
| Number of Forward Purchase Shares: | 1,000,000 | |||
| Number of Forward Purchase Warrants: | 500,000 | |||
| Aggregate Purchase Price for Forward Purchase Units: | $ | 10,000,000 |
Accepted and agreed to by:
| TRANSFEROR: | ||
| PT Nugraha Eka Kencana | ||
| By: | ||
| Name: Devin Wirawan | ||
| Title: President Director | ||
| By: | ||
| Name: Lany Djuwita Wong | ||
| Title: Director | ||
| COMPANY: | ||
| PROVIDENT ACQUISITION CORP. | ||
| By: | ||
| Name: Michael Aw | ||
| Title: Director | ||
SCHEDULE A
The following transfers of a portion of the original number of Forward Purchase Shares and Forward Purchase Warrants have been made:
| Date of Transfer | Transferee | Number of Forward Purchase Shares Transferred | Number of Forward Purchase Warrants Transferred | Transferor Revised Number of Forward Purchase Shares | Transferor Revised Number of Forward Purchase Warrants | Transferor Revised Aggregate Purchase Price for Forward Purchase Units | ||||||||||||||||
| ______________, 2022 | Baltimore Investments Ltd | 1,000,000 | 500,000 | - | - | - | ||||||||||||||||