Perfect SPAC Presentation Deck
PERFECT
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Confidential 44
Risk Factors (Continued)
As we are a "foreign private issuer" and intend to follow certain home country corporate governance practices, our shareholders may not have the same protections afforded to shareholders of companies that
are subject to all Nasdaq corporate governance requirements.
We will incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time to compliance with our public company responsibilities and corporate
governance practices.
We have identified material weaknesses in our internal control over financial reporting. If our remediation of these material weaknesses is not effective, or if we experience additional material weaknesses or
otherwise fail to maintain an effective system of internal controls in the future, we may not be able to report our financial results accurately, prevent fraud or file our periodic reports as a public company in a
timely manner.
11. Perfect is a holding company with no operations of its own and, as such, it depends on its subsidiaries for cash to fund its operations and expenses, including future dividend payments, if any.
12. Perfect (or Provident, prior to the Merger) may be a PFIC for U.S. federal income tax purposes as a result of which U.S. Holders may suffer adverse U.S. federal income tax consequences.
13. Our CEO has control over key decision making as a result of her control of a majority of the voting right of our outstanding Ordinary Shares.
14. The grant and future exercise of registration rights may adversely affect the market price of our Class A Ordinary Shares upon consummation of the Proposed Transactions.
15.
After the Closing, we will be able to issue additional Ordinary Shares upon the exercise of outstanding Perfect Public Warrants, which would increase the number of shares eligible for future resale in the public
market and result in dilution to the Perfect's shareholders.
16.
The Perfect Warrant Agreement will designate the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of
actions and proceedings that may be initiated by holders of the Perfect Public Warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with us.
17.
If we do not maintain a current and effective prospectus relating to the Perfect Class A Ordinary Shares issuable upon exercise of the Perfect Public Warrants issued in exchange for the Public Warrants, you will
only be able to exercise such Perfect Public Warrants on a "cashless basis."
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An investor will be able to exercise a Perfect Public Warrant only if the issuance of Perfect Ordinary Shares upon such exercise has been registered or qualified or is deemed exempt under the securities laws of
the state of residence of the holder of the Perfect Public Warrants.
Risks Related to provident and the Proposed Transactions
1. We may not be able to complete the Proposed Transactions or any other business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up
and we would redeem our public shares and thereafter commence a voluntary liquidation, in which case our public shareholders may receive only $10.00 per share, or less than such amount in certain
circumstances, and our warrants will expire worthless.
2. The Sponsor, directors, executive officers, advisors or any of their affiliates may elect to purchase shares from our public shareholders, which may influence a vote on the Proposed Transactions and reduce the
public "float" of our ordinary shares.
3. We will incur significant transaction and transition costs in connection with the Proposed Transactions.
4. Investors may not receive the same benefits as an investor in an underwritten public offering.
5. If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share.
6. Our directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our Provident public
shareholders.View entire presentation