Item 1. Business
We are a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this Annual Report as our initial business combination.
Provident Acquisition Holdings Ltd., our sponsor, has been formed by seasoned investors, two of whom are affiliated with Provident Growth and Provident Capital (as defined below, collectively with Provident Growth, “Provident Group”). Provident Growth is a leading growth stage fund focused on technology investments in Southeast Asia. Established in 2018, Provident Growth has deep expertise in investing and building high growth technology businesses in Southeast Asia and has one of the largest portfolio of technology unicorns (in terms of the number of investments) among Southeast Asia-focused private equity funds (excluding venture capital funds and sovereign wealth funds). Established in 2004, Provident Capital Indonesia and its affiliates (“Provident Capital”) are a group of Southeast Asia-focused investment firms with a focused investment approach of investing substantial funds in businesses where strong management capabilities have been built within the groups.
Company History
On October 28, 2020, our sponsor purchased an aggregate of 5,750,000 Class B ordinary shares (our “founder shares”) for an aggregate purchase price of $25,000, or approximately $0.004 per share. Our founder shares will automatically convert into Class A ordinary shares, on a one-for-one basis, upon the completion of a business combination. The number of founder shares issued was determined based on the expectation that the founder shares would represent 20% of the issued and outstanding ordinary shares upon completion of the initial public offering (the “IPO”).
On January 12, 2021, we completed our IPO of 23,000,000 units at a price of $10.00 per unit (the “units”), generating gross proceeds of $230,000,000. Each unit consists of one of the Company’s shares of Class A ordinary shares, par value $0.0001 per share, and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to certain adjustments.
Substantially concurrently with the completion of the IPO, our sponsor purchased an aggregate of 6,600,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per warrant, or $6,600,000 in the aggregate. A total of $230,000,000, comprised of $225,400,000 of the proceeds from the IPO, including $8,050,000 of the underwriters’ deferred discount, and $4,600,000 of the proceeds of the sale of the Private Placement Warrants, was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee.
On February 23, 2021, we announced that, commencing March 1, 2021, holders of the 23,000,000 units sold in the IPO may elect to separately trade the Class A ordinary shares and the warrants included in the units. Those units not separated continued to trade on the Nasdaq under the symbol “PAQCU” and the Class A ordinary shares and warrants that were separated trade under the symbols “PAQC” and “PAQCW,” respectively.
On March 3, 2022, we announced entry into an Agreement and Plan of Merger (the “Business Combination Agreement”) with Perfect, Merger Sub 1 and Merger Sub 2, pursuant to which, among other transactions, on the terms and subject to the conditions set forth therein, (i) Merger Sub 1 will merge with and into Provident (the “First Merger”), with Provident surviving the First Merger as a wholly-owned subsidiary of Perfect, and (ii) immediately after the consummation of the First Merger, Provident (as the surviving company of the First Merger) will merge with and into Merger Sub 2 (the “Second Merger” and together with the First Merger, collectively, the “Mergers”), with Merger Sub 2 surviving the Second Merger as a wholly-owned subsidiary of Perfect (the “Business Combination”).
Business Combination
Business Combination Agreement
Pursuant to the Business Combination Agreement and subject to the approval of the Provident shareholders, among other things, (i) immediately prior to the effective time of the First Merger (the “First Merger Effective Time”), each Provident Class B Ordinary Share, outstanding immediately prior to the First Merger Effective Time will be automatically converted into a number of Provident