Item 1.01. Entry into a Material Definitive Agreement.

The information set forth in the Introductory Note above is incorporated into this Item 1.01 by reference.

Assignment, Assumption and Amendment Agreement

Immediately prior to the consummation of the Business Combination, Perfect, Provident, and Continental Stock Transfer & Trust Company ("Continental") entered into an assignment, assumption and amendment agreement (the "Assignment, Assumption and Amendment Agreement"), pursuant to which Provident assigned to Perfect all of its rights, interests, and obligations in and under the Warrant Agreement, dated January 7, 2021, by and between Provident and Continental, and the terms and conditions of such Warrant Agreement were amended and restated to, among other things, reflect the assumption of the Provident Warrants by Perfect as described above.

The foregoing description of the Assignment, Assumption and Amendment Agreement and the rights and restrictions contemplated thereby does not purport to be complete and is qualified in its entirety by the terms and conditions of the Assignment, Assumption and Amendment Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Perfect Shareholder Lock-Up Agreement

On the Closing Date, Perfect, Provident and certain shareholders of Perfect (the "Perfect Lock-Up Shareholders") entered into a Lock-Up Agreement (the "Perfect Shareholder Lock-Up Agreement"), pursuant to which each Perfect Lock-Up Shareholder agreed not to transfer (i) any Perfect Ordinary Shares held by such Perfect Lock-Up Shareholder immediately after the effective time of the Second Merger (the "Second Merger Effective Time"), (ii) any Perfect Ordinary Shares issuable upon the exercise of options or warrants to purchase Perfect Ordinary Shares held by such Perfect Lock-Up Shareholder immediately after the Second Merger Effective Time (along with such options or warrants themselves), (iii) any Perfect Ordinary Shares acquirable upon the conversion, exercise or exchange of any securities convertible into or exercisable or exchangeable for Perfect Ordinary Shares held by such Perfect Lock-Up Shareholder immediately after the Second Merger Effective Time (along with such securities themselves) and (iv) any Shareholder Earnout Shares (as defined in the Business Combination Agreement) to the extent issued pursuant to the Business Combination Agreement ((i) through (iv) collectively, the "Perfect Shareholder Locked-Up Shares") during the applicable lock-up period, subject to customary exceptions. For each Perfect Lock-Up Shareholder who is not CyberLink International Technology Corp., a Founder Party, Louis Chen or Johnny Tseng, the applicable lock-up period is six months from and after the Closing Date. For each of Cyberlink International Technology Corp., Founder Parties, Louis Chen and Johnny Tseng, the applicable lock-up period is 12 months from and after the Closing Date.





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The foregoing description of the Perfect Shareholder Lock-Up Agreement does not purport to be complete and is qualified in its entirety by the terms and . . .

Item 1.02. Termination of a Material Definitive Agreement.

The information set forth in the Introductory Note above is incorporated into this Item 1.02 by reference.

On the Closing Date, in connection with the consummation of the Business Combination, the following material agreements of Provident terminated in accordance with their terms:

(i) certain Investment Management Trust Agreement, dated as of January 7, 2021, by and between Provident and Continental, pursuant to which Continental invested the proceeds of Provident's initial public offering in a trust account; and

(ii) certain Administrative Services Agreement, dated as of January 7, 2021, between Provident and the Sponsor, pursuant to which the Sponsor provided Provident with office space, secretarial and administrative services for up to $10,000 per month.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note above is incorporated into this Item 2.01 by reference.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or


            Standard; Transfer of Listing.

The information set forth in the Introductory Note above is incorporated into this Item 3.01 by reference.





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In connection with the consummation of the Business Combination, on the Closing Date, Provident notified the Nasdaq Stock Exchange LLC ("Nasdaq") that the Business Combination had been consummated and that the outstanding Provident Class A Ordinary Shares and Provident Warrants had been converted into Perfect Class A Ordinary Shares and Perfect's warrants, respectively. On October 28, 2022, a Form 25 was filed to delist Provident Class A Ordinary Shares, Provident Warrants and Provident's units from the Nasdaq, thereby commencing the process of delisting Provident Class A Ordinary Shares, Provident Warrants and Provident's units from Nasdaq and deregistering the securities under Section 12(b) of the Securities Exchange Act of 1934, as amended.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note, Item 2.01 and Item 3.01 above and Item 5.01 below is incorporated into this Item 3.03 by reference.

Item 5.01 Changes in Control of Registrant.

The information set forth in the Introductory Note and Item 2.01 above is incorporated into this Item 5.01 by reference.

As a result of the consummation of the Business Combination, a change in control of Provident occurred. At the First Merger Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of Merger Sub 1 and Provident became the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of Provident (as the surviving entity of the First Merger). At the Second Merger Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of Provident (as the surviving entity of the First Merger) and Merger Sub 2 became the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of Merger Sub 2 (as the surviving entity of the Second Merger), which is a wholly-owned subsidiary of Perfect.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in the Introductory Note above is incorporated into this Item 5.02 by reference.

Pursuant to the Business Combination Agreement, each of Provident's officers and directors forthwith resigned and ceased to serve as an officer or director of Provident with effect as of immediately before the First Merger Effective Time. These resignations were not a result of any disagreement between Provident and its officers and directors on any matter relating to Provident's operations, policies or practices.




 Item 8.01. Other Events.

On October 28, 2022, Provident and Perfect issued a joint press release announcing the closing of the Business Combination. The press release is attached hereto as Exhibit 99.1 hereto and is incorporated by reference herein.





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Item 9.01. Financial Statements and Exhibits.

The following exhibits are furnished as part of this report:





(d)  Exhibits



Exhibit No.                             Description

  2.1##       Agreement and Plan of Merger, dated as of March 3, 2022, by and
            among Provident Acquisition Corp., Perfect Corp., Beauty Corp., and
            Fashion Corp. (incorporated by reference to Annex A to the Proxy
            Statement/Prospectus).
  2.2         First Amendment to Agreement and Plan of Merger, dated as of
            September 16, 2022, by and among Provident Acquisition Corp.,
            Perfect Corp., Beauty Corp., and Fashion Corp. (incorporated by
            reference to Annex A-1 to the Proxy Statement/Prospectus).
  10.1        Assignment, Assumption and Amendment Agreement, dated as of
            October 28, 2022, by and among Provident Acquisition Corp., Perfect
            Corp. and Continental Stock Transfer & Trust Company.
  10.2        Perfect Shareholder Lock-Up Agreement, dated as of October 28,
            2022, by and among Provident Acquisition Corp., Perfect Corp. and
            certain shareholders of Perfect Corp.
  10.3        Registration Rights Agreement, dated as of October 28, 2022, by
            and among Perfect Corp., Provident Acquisition Holdings Ltd., and
            certain shareholders of Perfect Corp.
  99.1        Press Release dated October 28, 2022.
104         Cover Page Interactive Data File - the cover page interactive data
            file does not appear in the Interactive Data File because its XBRL
            tags are embedded within the Inline XBRL document.

## The schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). Provident hereby undertakes to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon its request; provided, however, that Provident may request confidential treatment for any such schedules so furnished.





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