Item 1.01. Entry into a Material Definitive Agreement.
Assignment Assumption and Consent Agreement
Upon requests from certain
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
FPA Joinder Agreement and Consent to Joinder Agreement
Similarly, upon requests from an FPA Investor, on
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
Item 3.02 Unregistered Sales of
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
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
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: Exhibit No. Description 10.1 Assignment, Assumption and Consent Agreement, datedAugust 9, 2022 , among the Provident, Perfect,PT Wira Laju Rejeki and Guanzhong Bamboo Capital Pte. Ltd. 10.2 Assignment, Assumption and Consent Agreement, datedAugust 9, 2022 , among the Provident, Perfect,PT Sensasi Istana Warna and Kofuku Ranea Capital Pte. Ltd. 10.3 Joinder Agreement, datedAugust 9, 2022 , between the Provident, PTNugraha Eka Kencana and Baltimore Investments Ltd. 10.4 Consent to Joinder Agreement, datedAugust 9, 2022 , between the Provident and Perfect. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
© Edgar Online, source