Perfect SPAC Presentation Deck slide image

Perfect SPAC Presentation Deck

PERFECT Confidential Risk Factors (Continued) 7. If we are unable to consummate our initial business combination by January 12, 2023, or during an extension period, our public shareholders may be forced to wait beyond the ten business day period thereafter before redemption from our Trust Account. 8. If deemed to be insolvent, distributions made to our public shareholders, or part of them, from our Trust Account may be subject to claw back in certain circumstances. 9. If, before distributing the proceeds in the Trust Account to our Public Shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced. 10. Our Public Shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their public shares. 11. If, after we distribute the proceeds in the Trust Account to our Public Shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board and us to claims of punitive damages. 12. Because each of Provident and Perfect is incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited. 13. The Initial Shareholders have agreed to vote in favor of the Proposed Transactions, regardless of how our public shareholders vote. 14. The Sponsor and our executive officers and directors have potential conflicts of interest in recommending that shareholders vote in favor of approval of the Business Combination Proposal and approval of the other proposals described in this registration statement on Form F-4 and the proxy statement/prospectus included herein. 15. The shares beneficially owned by the Sponsor, our officers and directors will not participate in liquidation distributions and, therefore, our officers and directors may have a conflict of interest in determining whether a particular target business is appropriate for our initial business combination. 16. Activities taken by our shareholders to increase the likelihood of approval of the Business Combination Proposal and other proposals could have a depressive effect on our ordinary shares. 17. The exercise of discretion by Provident's directors and officers in agreeing to changes to the terms of or waivers of closing conditions in the Business Combination Agreement may result in a conflict of interest when determining whether such changes to the terms of the Business Combination Agreement or waivers of conditions are appropriate and in the best interests of Provident securityholders. 18. Provident's board of directors did not obtain a fairness opinion in determining whether or not to proceed with the Proposed Transactions and, as a result, the terms may not be fair from a financial point of view to the Provident Public Shareholders. 19. 20. 21. 22. Since the Sponsor and our executive officers and directors will not be eligible to be reimbursed for their out-of-pocket expenses if a business combination is not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate for a business combination. Provident's and Perfect's ability to consummate the Proposed Transactions, and the operations of Perfect following the Proposed Transactions, may be materially adversely affected by the recent coronavirus (COVID-19) pandemic. Provident's warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results. We have identified a material weakness in our internal control over financial reporting as of September 30, 2021. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results. 23. We, and following the Proposed Transactions, Perfect, may face litigation and other risks as a result of the material weakness in our internal control over financial reporting. 45
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