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 Extraordinary General Meeting Date for Proposed Business Combination
- Extraordinary general meeting of Provident’s
shareholders to be held on October 25, 2022 at 9:00 a.m. Eastern Time
- Provident recommends all Provident’s
shareholders vote “FOR” all proposals at the extraordinary general meeting
NEW YORK – September 30,
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 fashion industries, and Provident
Acquisition Corp. (Nasdaq: PAQC; "Provident"), a special purpose acquisition company, today announced that Perfect’s
registration statement on Form F-4 (the “Registration Statement”) related to their previously announced proposed business
combination (the “Business Combination”) has been declared effective by the U.S. Securities and Exchange Commission (the
“SEC”).
The declaration of effectiveness of
the Registration Statement by the SEC and Provident’s filing of the definitive proxy statement/prospectus is an important step
in Perfect becoming a publicly-traded company listed on the New York Stock Exchange upon the close of the Business Combination.
Provident will hold an extraordinary
general meeting of its shareholders (the “EGM”) at 9:00 a.m. Eastern Time on October 25, 2022 to approve, among other things,
the Business Combination. Shareholders of record of Provident at the close of business on September 14, 2022 will be entitled to receive
notice of and to vote at the EGM, which will be held virtually via live webcast at www.cstproxy.com/paqc/2022 and physically at the offices
of Davis Polk & Wardwell located at The Hong Kong Club Building, 3A Chater Road, Hong Kong, as further described in the definitive
proxy statement/prospectus. Provident’s shareholders will be permitted to attend the EGM in person only to the extent consistent
with, and permitted by, applicable law and directives of public health authorities and the venue provider.
The Business Combination is expected
to close shortly after approval by Provident’s shareholders and the satisfaction of other customary closing conditions as described
in the definitive proxy statement/prospectus.
A copy of the definitive proxy statement/prospectus
can be accessed via the SEC website at www.sec.gov.
Provident recommends all of its
shareholders to vote "FOR" ALL PROPOSALS in advance of the EGM by telephone, via the internet, or by signing, dating, and returning
the proxy card upon receipt by following the instructions on the proxy card.
Provident’s sponsor, Provident
Acquisition Holdings Ltd., and other shareholders of Provident who collectively own approximately 20% of Provident’s shares, have
agreed to vote their respective shares in favor of the Business Combination proposal and any related proposals at the EGM.
Provident’s shareholders who
have questions or need assistance voting may contact Morrow Sodali LLC, Provident’s proxy solicitor, by calling 800-662-5200 or
203-658-9400 (banks and brokers), or by emailing PAQC.info@investor.morrowsodali.com.
About Perfect Corp.
Founded in 2015, Perfect is a global
leader in providing AR and AI SaaS solutions to beauty and fashion industries. Utilizing facial 3D modeling, and AI deep learning technologies,
Perfect empowers beauty brands with product try-on, facial diagnostics, and digital consultation solutions to provide consumers with
an enjoyable, personalized, and convenient omnichannel shopping experience. Today, Perfect has the leading market share in helping the
world’s top beauty brands execute digital transformation, improve customer engagement, increase purchase conversion, and drive
sales growth while maintaining environmental sustainability and fulfilling social responsibilities. For more information, visit https://www.perfectcorp.com/business.
About Provident Acquisition Corp.
Affiliated with Provident Capital,
Provident is a special purpose acquisition company formed for the purpose of entering into a combination with one or more businesses.
Provident’s sponsor team combines over 85 years of experience in investment, technology, and beauty industries to bring an innovative
global technology leader to the public capital market. Led by Winato Kartono as the executive chairman, Michael Aw as the CEO and CFO,
and Andre Hoffmann as the president, Provident seeks to complete business combinations with companies headquartered in Asia but with
global footprints, proven technologies, and leading market share. To learn more, visit http://www.paqc.co.
Forward-Looking Statements
This communication contains forward-looking
statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, or the Securities Act, and Section 21E
of the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act, that are based on beliefs and assumptions and on
information currently available to Perfect and Provident. 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 projections of market opportunity, number of customers or user and market share, the capability of Perfect’s
technology, Perfect’s business plans including its plans to expand globally, the sources and uses of cash from the proposed
Business Combination, the anticipated enterprise value of the combined company following the consummation of the proposed Business
Combination, any benefits of Perfect’s partnerships, strategies or plans as they relate to the proposed Business Combination,
anticipated benefits of the proposed Business Combination and expectations related to the terms and timing of the proposed Business
Combination 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. These statements are based on Perfect’s and Provident’s reasonable expectations and
beliefs concerning future events and involve risks and uncertainties that may cause actual results to differ materially from current
expectations. These factors are difficult to predict accurately and may be beyond Perfect’s and Provident’s control.
Forward-looking statements in this communication or elsewhere speak only as of the date made. New uncertainties and risks arise from
time to time, and it is impossible for Perfect or Provident to predict these events or how they may affect Perfect or Provident. In
addition, there are risks and uncertainties described in the definitive proxy statement/prospectus relating to the proposed Business
Combination, which was filed with the SEC on September 30, 2022, 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
Perfect nor Provident can assure you that the forward-looking statements in this communication will prove to be accurate. These
forward-looking statements are subject to a number of risks and uncertainties, including, but not limited to: the occurrence of any
event, change or other circumstances that could give rise to the termination of the Business Combination; the outcome of any legal
proceedings that have been or may be instituted against Perfect, Provident, the combined company or others; the inability to
complete the Business Combination due to the default in any forward purchase agreement, PIPE subscription agreement or failure to
satisfy other conditions to closing; changes to the proposed structure of the Business Combination that may be required or
appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business
Combination; the ability to meet stock exchange listing standards following the consummation of the Business Combination; the risk
that the Business Combination disrupts current plans and operations of Perfect or Provident as a result of the announcement and
consummation of the Business Combination; the ability to recognize the anticipated benefits of the Business Combination, which may
be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain
relationships with brands, customers and retain its management and key employees; costs related to the Business Combination; changes
in applicable laws or regulations; Perfect’s estimates of expenses and profitability and underlying assumptions with respect
to shareholder redemptions and purchase price and other adjustments; unforeseen developments in the relatively new and rapidly
evolving markets in which Perfect operates, competition in the markets in which Perfect operates or plans to operate, including with
competitors who have significantly more resources; ability to retain and expand sales to existing brand customers and individual app
users or attract new brand customers and new app users, or if users decrease their level of engagement with our brand
customers or Perfect’s apps; ability to monetize Perfect’s apps to generate sustainable revenue; ability to make
continued investments in Perfects AI and AR-powered technologies; the need to attract, train and retain highly-skilled technical
workforce; reliance on certain platforms for payment processing; user misconduct or misuse of Perfect’s apps; security
breaches of improper access to data or user data; reliance on a limited number of cloud storage service providers; reliance on
third-party proprietary or open-source software; the impact of the ongoing COVID-19 pandemic; reliance on a limited number of brand
partners for a significant portion of Perfect’s revenue; use of a dual-class structure by the combined company; interests of
certain Perfect shareholders may differ from those of investors in the combined company; internal control over financial reporting
and ability to remediate any significant deficiencies or material weaknesses; changes in laws and regulations related to privacy,
cybersecurity and data protection; ability to enforce, protect and maintain intellectual property rights; geopolitical, regulatory
and other risks associated with Perfect’s operations in the Republic of China and the People’s Republic of China; and
other risks and uncertainties set forth in the section entitled “Risk Factors” in the definitive proxy
statement/prospectus filed by Provident with the SEC and those included under the heading of “Risk Factors” in its
annual report on Form 10-K for year ended December 31, 2021 and in its subsequent quarterly reports on Form 10-Q and other filings
with the SEC. There may be additional risks that neither Perfect nor Provident presently knows or that Perfect and Provident
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 Perfect, Provident, their respective directors, officers or employees or any other person that
Perfect and Provident will achieve their objectives and plans in any specified time frame, or at all. Except as required by
applicable law, neither Perfect nor Provident has any duty to, and does not intend to, update or revise the forward-looking
statements in this communication or elsewhere after the date of this communication. You should, therefore, not rely on these
forward-looking statements as representing the views of Perfect or Provident as of any date subsequent to the date of this
communication.
Additional Information and Where to Find It
In connection with the Business Combination,
Perfect has filed relevant materials with the SEC, including the Registration Statement, which includes a proxy statement/prospectus
of Provident, which was declared effective by the SEC on September 30, 2022, and will file other documents regarding the Business Combination
with the SEC. Provident's shareholders and other interested persons are advised to read the definitive proxy statement/prospectus and
documents incorporated by reference therein filed in connection with the Business Combination, as these materials contain important information
about Perfect, Provident and the Business Combination. Provident will mail the definitive proxy statement/prospectus and a proxy card
to each Provident’s shareholder entitled to vote at the EGM. Before making any voting or investment decision, investors and shareholders
of Provident are urged to carefully read the entire Registration Statement, the definitive proxy statement/prospectus, 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 Business Combination. The documents filed by Provident and Perfect with the SEC may
be obtained free of charge at the SEC's website at www.sec.gov.
No Offer
or Solicitation
This communication 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.
Participants in the Solicitation
Provident and its directors and executive officers
may be deemed participants in the solicitation of proxies from its 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 and their ownership of Provident securities
are included in the definitive proxy statement/prospectus for the Business Combination at www.sec.gov. Other information regarding the
interests of the participants in the proxy solicitation is included in the proxy statement/prospectus pertaining to the Business Combination.
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 Business Combination
are included in the definitive proxy statement/prospectus pertaining to the Business Combination. These documents can be obtained free
of charge from the source indicated above.
Contacts
Investor Relations
Robin Yang, Partner
ICR, LLC
Email: Investor_Relations@PerfectCorp.com
Phone: +1 (646) 880 9057
Public Relations
Brad Burgess, SVP
ICR, LLC
Email: press@PerfectCorp.com
Phone: +1 (646) 308 1649
Provident Acquisition (NASDAQ:PAQC)
Historical Stock Chart
Von Aug 2024 bis Sep 2024
Provident Acquisition (NASDAQ:PAQC)
Historical Stock Chart
Von Sep 2023 bis Sep 2024