UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~August~~March 133, ~~2021~~2022

PROVIDENT ACQUISITION CORP.
(Exact Name of Registrant as Specified in its Charter)

Cayman Islands		001-39860		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

Unit 11C/D, Kimley Commercial Building
142 – 146 Queen’s Road Central
Hong Kong		~~N/A~~00000
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: + 852 2467 0338

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A ordinary shares, par value $0.0001 per share	PAQC	Nasdaq Capital Market
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	PAQCW	Nasdaq Capital Market
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant	PAQCU	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 47.~~02.~~01 ~~Non-Reliance~~Regulation onFD ~~Previously Issued Financial Statement and Related Audit Report~~Disclosure.

~~Background~~Furnished as Exhibit 99.1 hereto and incorporated into this Item 7.01 herein by reference is the investor call script dated March 3, 2022 that Provident Acquisition Corp. (“Provident”) and Perfect Corp. (“Perfect”) have prepared in connection with the announcement of the proposed transactions involving Provident and Perfect (the “Business Combination”) and the PIPE financing in connection with the Business Combination.

~~Provident~~The ~~Acquisition~~Exhibit ~~Corp~~99.1 ~~(the~~being ~~“Company”)~~furnished pursuant isto aItem ~~newly~~7.01 ~~formed~~and ~~Special~~will ~~Purpose~~not ~~Acquisition~~be ~~Corporations~~deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “~~SPAC~~Exchange Act”), ~~for~~or otherwise be subject to the ~~purpose~~liabilities of ~~effecting~~that ~~a merger~~section, ~~capital~~nor ~~stock~~will ~~exchange,~~it be deemed to be incorporated by reference ~~asset~~in ~~acquisition,~~any ~~stock~~filing ~~purchase,~~under ~~reorganization~~the Securities Act or ~~similar~~the ~~Business~~Exchange ~~Combination~~Act, ~~with~~regardless ~~one~~of orany ~~more~~general ~~businesses~~incorporation ~~("Business~~language ~~Combination")~~in such filings. This Current Report will not be deemed an admission as to the materiality of any information in this Item 7.01, including Exhibit 99.1.

OnForward-Looking January 5, 2021, the Sponsor transferred an aggregate of 110,000 of its Founder Shares, or 22,000 each to (i) the Company’s independent director for their board service and (ii) the Company’s advisory board members for their advisory service.Statements

OnThis ~~January~~Current ~~12,~~Report ~~2021~~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 ~~Company~~following ~~sold~~words: 23“may,~~000~~” “will,~~000~~” “could,” “would,” “should,” “expect,” ~~units~~“intend,” ~~including~~“plan,” 3“anticipate,~~000~~” “believe,~~000~~” ~~units~~“estimate,” ~~issued~~“predict,” “project,” ~~pursuant~~“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 ~~underwriters~~capability of Perfect’s ~~over~~technology and Perfect’s business plans are also forward-~~allotment~~looking ~~option~~statements. isThese ~~exercised~~statements ininvolve ~~full~~risks, atuncertainties 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 ~~purchase~~reasonable basis for each forward-looking statement contained in this Current Report, ~~price~~each of ~~$10~~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.00 ~~per~~In ~~unit~~addition, there will be risks and uncertainties described in ~~its~~the ~~initial~~proxy ~~public~~statement/prospectus relating ~~offering~~to (the ~~“IPO”).~~proposed ~~Each~~transaction, ~~unit~~which ~~consists~~is ofexpected ~~one~~to ~~Class~~be Afiled ~~ordinary~~by ~~share~~Perfect with the SEC, and other documents filed by Perfect or Provident ~~one-half~~from oftime ~~one~~to ~~warrant~~time with the SEC. These filings may identify and address other important risks and uncertainties that could cause actual events and results to ~~purchase~~differ ~~one~~materially ~~Class~~from Athose ~~ordinary~~contained ~~share~~in ~~(“Public~~the ~~Warrant”)~~forward-looking statements. ~~Each~~Neither ~~whole~~Provident ~~Public~~nor ~~Warrant~~Perfect ~~will~~can ~~entitle~~assure you that the ~~holder~~forward-looking statements in this Current Report will prove to ~~purchase~~be ~~one~~accurate. ~~Class~~These Aforward-looking ~~ordinary~~statements ~~share~~are atsubject to a ~~price~~number of ~~$11.50~~risks ~~per~~and ~~share~~uncertainties, ~~subject~~including, among others, the ability to ~~adjustment.~~complete ~~Each~~the ~~Public~~Business ~~Warrant~~Combination ~~will~~due ~~become~~to the failure to ~~exercisable~~obtain onapproval from Provident’s shareholders or satisfy other closing conditions in the ~~later~~Business Combination Agreement, the occurrence of 30any ~~days~~event ~~after~~that could give rise to the ~~completion~~termination of the ~~initial~~Business Combination Agreement, the ability to recognize the anticipated benefits of the Business Combination, the amount of redemption requests made by Provident’s public shareholders, costs related to the transaction, the impact of the global COVID-19 pandemic, the risk that the transaction disrupts current plans and operations as a result of the announcement and consummation of the transaction, the outcome of any potential litigation, government or 12regulatory ~~months~~proceedings and other risks and uncertainties, including those to be included under the heading “Risk Factors” in the Registration Statement to be filed by Perfect with the SEC and those included under the heading “Risk Factors” in the annual report on Form 10-K for year ended December 31, 2020 of Provident and in its subsequent quarterly reports on Form 10-Q and other filings with the SEC. There may be additional risks that neither Provident nor Perfect presently knows or that Provident and Perfect currently believe are immaterial that could also cause actual results to differ from those contained in the ~~closing~~forward looking statements. In light of the ~~IPO~~significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by Provident, Perfect, their respective directors, officers or employees or any other person that Provident and Perfect will ~~expire~~achieve ~~five~~their ~~years~~objectives ~~after~~and plans in any specified time frame, or at all. The forward-looking statements in this Current Report represent the ~~completion~~views of Provident and Perfect as of the ~~initial~~date ~~Business~~of ~~Combination~~this Current Report. Subsequent events and developments may cause those views to change. However, orwhile ~~earlier~~Provident ~~upon~~and Perfect ~~redemption~~may update these forward-looking statements in the future, there is no current intention to do so, except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing the views of Provident or ~~liquidation~~Perfect as of any date subsequent to the date of this Current Report.

Simultaneously with the closing of the IPO, Provident Acquisition Holdings Ltd. (“Sponsor”) purchased an aggregate of 6,600,000 private placement warrants (“Private Placement Warrants”) at a purchase price of $1.00 per warrant, generating gross proceeds to the Company of $6,600,000. Public Warrants and Private Placement Warrants are collectively referred to as “Warrants”.2

~~Forward~~Additional ~~Purchase~~Information ~~Agreements~~and Where to Find It

~~Prior~~Shareholders toof ~~the~~Provident ~~IPO, the~~and ~~Company~~other ~~entered into (i) a forward purchase agreement (“FPA”) pursuant to which WF Asian Reconnaissance Fund Limited~~interested ~~(“Ward~~persons ~~Ferry”)~~are ~~agreed~~encouraged to ~~subscribe~~read, ~~for~~when anavailable, ~~aggregate~~the ofpreliminary ~~2,500,000~~proxy ~~Class~~statement/prospectus Aincluded ~~ordinary~~in ~~shares~~the ~~plus~~Registration ~~1,250,000~~Statement ~~forward purchase~~as ~~warrants~~well ~~(“Forward~~as ~~Purchase~~other ~~Warrants”)~~documents ~~for~~to abe ~~purchase~~filed ~~price~~with ofthe ~~$10.00~~SEC ~~multiplied~~because bythese ~~the~~documents ~~number~~will ofcontain ~~Class~~important Ainformation ~~ordinary shares,~~about ~~or $25~~Provident,~~000,000~~ inPerfect and the ~~aggregate,~~proposed intransaction. aAfter ~~private~~the ~~placement~~Registration toStatement ~~close~~is ~~concurrently~~declared ~~with~~effective, the ~~closing~~definitive ofproxy ~~the~~statement/prospectus ~~initial~~to ~~Business~~be ~~Combination~~included in ~~which~~ the ~~Sponsor~~Registration ~~transferred~~Statement towill ~~Ward~~be ~~Ferry~~mailed anto ~~aggregate~~shareholders of ~~312,500~~Provident ~~Founder~~as ~~Shares~~of ~~for~~a norecord ~~cash~~date ~~consideration and (ii) an FPA pursuant~~ to ~~which~~be PTestablished ~~Nugraha Eka Kencana (“Saratoga”) agreed to subscribe~~ for anvoting ~~aggregate of 1,000,000 Class A~~on ~~ordinary~~the ~~shares~~proposed ~~plus 500,000 Forward Purchase Warrants for a purchase price of $10~~transaction.00 ~~multiplied~~Before bymaking ~~the~~any ~~number~~voting ofor ~~Class~~investment ~~A ordinary shares~~decision, orinvestors ~~$10,000,000~~and inshareholders ~~the~~of ~~aggregate,~~Provident inare aurged ~~private placement~~ to ~~close~~carefully read ~~concurrently with~~ the ~~closing~~entire ofRegistration ~~the~~Statement ~~initial Business Combination,~~ and ~~(iii)~~proxy anstatement/prospectus, ~~FPA~~when ~~pursuant~~they tobecome ~~which Aventis Star Investments Limited~~available, anand ~~affiliate~~any ofother ~~the~~relevant ~~Sponsor~~documents ~~and Provident Group~~filed ~~(collectively~~ with ~~Ward Ferry and Saratoga,~~ the ~~“anchor investors”)~~SEC, ~~agreed~~as towell ~~subscribe~~as ~~for~~any anamendments ~~aggregate~~or ofsupplements ~~2,000,000 Class~~to Athese ~~ordinary shares plus 1~~documents,~~000,000~~ ~~Forward~~because ~~Purchase~~they ~~Warrants~~will ~~for~~contain aimportant ~~purchase~~information ~~price~~about ~~of $10.00 multiplied by~~ the proposed ~~number~~Business ofCombination. ~~Class~~The ~~A ordinary~~documents ~~shares,~~filed orby ~~$20,000,000~~Provident inwith the ~~aggregate,~~SEC inmay abe ~~private~~obtained ~~placement~~free toof ~~close~~charge ~~concurrently~~at ~~with~~ the ~~closing~~SEC’s ~~of the initial~~website ~~Business~~at ~~Combination~~www.sec.gov.

2 Participants in the Solicitation

~~Previous~~Provident ~~Reporting~~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 Annual Report on Form 10-K for the year ended December 31, 2020. 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.

~~The~~Perfect ~~Company~~and ~~classified~~its ~~portion~~directors ofand ~~the~~executive ~~Class~~officers Amay ~~ordinary~~also ~~share~~be asdeemed ~~permanent~~to ~~equity~~be ~~and~~participants ~~did~~in ~~not~~the ~~recognize~~solicitation of proxies from the ~~value~~shareholders of ~~Class~~Provident Bin ~~ordinary~~connection ~~shares~~with ~~transferred~~the toBusiness Combination. ~~Ward~~A ~~Ferry, independent~~list ~~directors~~of ~~and~~the ~~advisors~~names inof ~~its~~such ~~previously~~directors ~~filed~~and ~~Quarterly~~executive ~~Report~~officers onand ~~Form~~information ~~10-Q~~regarding ~~for~~their interests in the ~~quarter~~proposed ~~ending~~Business Combination ~~March~~will ~~31,~~be ~~2021~~included ~~filed on~~in ~~May~~the ~~20,~~proxy ~~2021~~statement/prospectus (for the ~~“Prior~~Business ~~10-Q”)~~Combination when available.

~~Re-Classification~~No ofOffer ~~Class~~or ASolicitation ~~Ordinary Shares~~

~~The~~This ~~Company~~Current ~~has~~Report ~~entered~~is ~~into~~not a ~~series~~proxy ofstatement ~~FPAs whereby~~or ~~the~~solicitation ~~Company~~of ~~will~~a ~~generate $55~~proxy,~~000,000~~ consent ofor ~~proceeds~~authorization with ~~the~~respect ~~issuance~~to ofany ~~5,500,000~~securities ~~forward~~or ~~purchase~~in ~~shares~~respect atof ~~$10.00~~the ~~per~~Business ~~share. The~~Combination ~~forward~~and ~~purchase~~does ~~shares~~not ~~shall~~constitute ~~have~~an ~~the~~offer ~~same~~to sell ~~terms~~or asthe ~~public~~solicitation ~~shares,~~of ~~but~~an ~~not~~offer ~~have~~to buy any ~~rights~~securities, ofor ~~redemption,~~a ~~rights~~solicitation toof ~~conversion~~any ~~into cash,~~vote or ~~rights~~approval, tonor ~~any~~shall ~~liquidating~~there ~~distributions~~be ~~from~~ any ~~funds~~sale ~~held~~of securities in ~~the~~any ~~trust~~jurisdiction ~~account~~in ~~established~~which bysuch ~~the~~offer, ~~Company~~solicitation ~~for~~or ~~the~~sale ~~benefit~~would ~~of the~~be ~~Company’s~~unlawful ~~public~~prior ~~shareholders~~to ~~upon~~registration or qualification under the ~~closing~~securities laws of ~~the~~any ~~IPO~~such jurisdiction. ~~With~~No ~~this~~offering ~~influx~~ of ~~cash,~~securities ~~the~~shall ~~Company~~be ~~will~~made ~~have~~except ~~additional~~by ~~funds available~~means toof ~~redeem~~a ~~shares~~prospectus meeting the requirements of ~~its~~the ~~Class~~Securities AAct, ~~ordinary~~or ~~shares~~an exemption therefrom.

~~Recognition of Class B ordinary shares transferred by the Sponsor~~ 3

~~Sponsor~~Item ~~has provided an economic incentive to Ward Ferry for their sole participation in the FPA with no other services required by the Ward Ferry~~9. ~~Since 312,500 Class B ordinary shares are transferred directly by the Sponsor to Ward Ferry for the benefit of the Company, the Company follows SAB Topic 5T~~01. ~~Adjusting~~Financial ~~the~~Statements ~~value of the Class B ordinary shares transferred as a transaction cost of the FPA~~ and ~~reflecting it as expense in the statement of income of the Company~~Exhibits. Similarly to shares transferred to Ward Ferry, the Class B ordinary shares transferred to the independent directors and advisors of the Company was to compensate for services rendered to the Company. Since the Class B ordinary shares are transferred directly by the Sponsor to the independent directors and advisors for the benefit of the Company, the Company follows SAB Topic 5T where expenses is recognized when the board was appointed.

Given the above and in accordance with ASC 480-10-S99 and SAB Topic 5T, on August 9, 2021, the Company’s audit committee concluded, after discussion with the Company’s management and Marcum LLP, the Company’s independent registered public accounting firm, that the Company’s financial statements for the quarter ended March 31, 2021 as included in the prior 10-Q should no longer be relied upon, and that to the extent funds are available, shares of the Company’s redeemable equity should be reported as temporary equity and Class B ordinary shares transferred should be recognized as expenses. The Company will prepare an amendment to the Prior 10-Q reflecting such changes.(d) Exhibits

Exhibit No.	Exhibit
99.1	Investor Call Script, dated March 3, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~SIGNATURES~~4

~~Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~SIGNATURES

~~Date:~~Pursuant ~~August~~to 13the requirements of the Securities Exchange Act of 1934, ~~2021~~as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~PROVIDENT ACQUISITION CORP. By~~Date: ~~/s/~~March ~~Michael~~3, ~~Aw Michael Aw Chief Executive Officer~~2022

~~[Signature~~PROVIDENT ~~Page to~~ACQUISITION ~~Form 8-K]~~CORP. By: /s/ Michael Aw Michael Aw Chief Executive Officer

4[Signature Page to Form 8-K]

Filing Compare · Provident Acquisition Corp.