Perfect Corp. executed a letter of intent to acquire Provident Acquisition Corp. (NasdaqCM:PAQC) from Provident Acquisition Holdings Ltd. and others for $990 million in a reverse merger transaction on November 17, 2021. Perfect Corp. entered into a definitive agreement and plan of merger to acquire Provident Acquisition Corp. from Provident Acquisition Holdings Ltd. and others for approximately $990 million in a reverse merger transaction on March 3, 2022. Under the terms of the business combination agreement, the transaction sets Perfect's pro-forma enterprise value at $1.02 billion. Perfect Corp. shareholders are expected to own approximately 101 million equity rollover shares in the combined entity. Concurrently with the execution of the business combination agreement, certain investors (the “PIPE Investors”) entered into certain share subscription agreements pursuant to which the PIPE Investors have committed to subscribe for and purchase Provident Class A ordinary shares at $10.00 per share for an aggregate purchase price of $50 million. The business combination is expected to provide Perfect Corp. with up to $335 million in gross proceeds, including $50 million from concurrent PIPE transaction, $55 million from the forward purchase agreements, and $230 million currently held in trust by Provident (subject to applicable shareholder redemption rights). Cash proceeds from the proposed transaction will be used to support Perfect's global expansion of its AR and AI SaaS solutions, market expansion beyond beauty and fashion industries, business operations, research and development, and general corporate purposes. Post-transaction on a pro forma basis, existing Perfect shareholders will own 72% of the combined company, Provident public investors will own 20%, PIPE investors 4%, and SPAC promoters 4%.

The business combination would result in Perfect becoming a publicly-traded company. Upon the transaction closing, the combined company will be named Perfect Corp. and will be listed on the Nasdaq under the ticker symbol "PERF". As of September 16, 2022, Provident entered into the First Amendment to Agreement and Plan of Merger (the “First Amendment”) with Perfect, reflecting changes to add the New York Stock Exchange as a potential listing exchange of Perfect upon consummation of the Business Combination, in addition to The Nasdaq Stock Market. The business combination agreement may be terminated under certain customary and limited circumstances prior to closing. Completion of the proposed transaction is subject to the approval by the shareholders of both Provident and Perfect and other customary closing conditions, including a minimum of $125 million in gross cash at closing; at least $5,000,001 of net tangible assets immediately after the consummation of the business combination; the approval for listing of Perfect Class A ordinary shares and Perfect warrants to be issued in connection with the merger on the Nasdaq Stock Market; a registration statement being declared effective by the U.S. Securities and Exchange Commission (SEC); Provident and Perfect shall have received the closing deliverables consisting of the Registration Rights agreement and the Lock-Up agreement and completion of the Recapitalization. The proposed transaction has been unanimously approved by the boards of directors of both Provident and Perfect. The shareholders meeting of PAQC is scheduled on October 25, 2022. PAQC shareholders approved the transaction on October 25, 2022. The transaction is expected to close in the third quarter of 2022. As of October 25, 2022, the transaction is expected to close on October 28, 2022.

Ching-Yang Lin of Sullivan & Cromwell (Hong Kong) LLP is serving as legal advisor to Perfect. Howard Zhang, James C. Lin, Sam Kelso, Jie Zhang, Xin (Sheen) Xu, Lucy Cai, Eva Xu, Patrick E. Sigmon, Pritesh P. Shah of Davis Polk & Wardwell LLP, Hong Kong, Beijing and New York offices are serving as the legal counsel to Provident. Latham & Watkins LLP is serving as the legal advisor to the placement agents. Goldman Sachs (Asia) L.L.C. is serving as the financial advisor to Perfect. Barclays Capital is also serving as M&A financial advisor to Provident. Lee and Li, Attorneys-at-Law, Jun He Law Offices, Tokyo International Law Office and Ogier acted as the legal advisors to Provident. Continental Stock Transfer & Trust Company acted as transfer agent to Provident. Morrow Sodali LLC acted as proxy solicitor to Provident. Provident has agreed to pay Morrow a fee of $30,000 plus disbursements for such services. David Grubman of Jones day acted as legal advisor to Shiseido in Perfect Corp.

Perfect Corp. completed the acquisition of Provident Acquisition Corp. (NasdaqCM:PAQC) from Provident Acquisition Holdings Ltd. and others in a reverse merger transaction on October 28, 2022. The listed company resulting from the business combination will be called Perfect Corp., and its shares and warrants will commence trading on the New York Stock Exchange under the ticker symbols “PERF” and “PERF WS,” respectively, on October 31, 2022.