Item 8.01. Other Events.
On January 12, 2021, Provident Acquisition Corp. (the "Company") consummated its
initial public offering ("IPO") of 23,000,000 units (the "Units"). Each Unit
consists of one Class A ordinary share of the Company, par value $0.0001 per
share (the "Class A Ordinary Shares"), and one-half of one redeemable warrant of
the Company ("Warrant"), each whole Warrant entitling the holder thereof to
purchase one Class A Ordinary Share for $11.50 per share. The Units were sold at
a price of $10.00 per unit, generating gross proceeds to the Company of
$230,000,000.
Substantially concurrently with the closing of the IPO, the Company completed
the private sale of 6,600,000 warrants (the "Private Placement Warrants") to
Provident Acquisition Holdings Ltd. (the "Sponsor") at a purchase price of $1.00
per Private Placement Warrant, generating gross proceeds to the Company of
$6,600,000. The Private Placement Warrants are identical to the warrants sold as
part of the Units in the IPO except that, so long as they are held by the
Sponsor or its permitted transferees: (1) they will not be redeemable by the
Company; (2) they (including the Class A Ordinary Shares issuable upon exercise
of these warrants) may not, subject to certain limited exceptions, be
transferred, assigned or sold by the Sponsor until 30 days after the completion
of the initial business combination; (3) they may be exercised by the holders on
a cashless basis; and (4) they (including the Class A Ordinary Shares issuable
upon exercise of these warrants) are entitled to registration rights.
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. Except with
respect to interest earned on the funds in the trust account that may be
released to the Company to pay its taxes, the funds held in the trust account
will not be released from the trust account until the earliest of (i) the
completion of the Company's initial business combination, (ii) the redemption of
all of the Company's public shares if it is unable to complete its business
combination within 24 months from the closing of the IPO, subject to applicable
law, or (iii) the redemption of the Company's public shares properly submitted
in connection with a shareholder vote to approve an amendment to the Company's
amended and restated memorandum and articles of association (A) to modify the
substance or timing of the Company's obligation to redeem 100% of its public
shares if it does not complete an initial business combination within 24 months
from the closing of the IPO or (B) with respect to any other provision relating
to shareholders' rights or pre-initial business combination activity.
In connection with the IPO, the Company entered into the following agreements,
forms of which were previously filed as exhibits to the Company registration
statement (File No. 333-251571):
· An Underwriting Agreement, dated January 7, 2021, between the Company
and Citigroup Global Markets Inc. as representative of the several
underwriters.
· The Amended and Restated Memorandum and Articles of Association of the Company,
dated January 7, 2021.
· A Warrant Agreement, dated January 7, 2021, between the Company and
Continental Stock Transfer & Trust Company, as warrant agent.
· A Letter Agreement, dated January 7, 2021, among the Company and its officers,
directors and Sponsor
· An Investment Management Trust Agreement, dated January 7, 2021, between the
Company and Continental Stock Transfer & Trust Company, as trustee.
· A Registration Rights Agreement, dated January 7, 2021, between the Company
and certain security holders.
· A Sponsor Warrants Purchase Agreement, dated January 7, 2021, between the
Company and the Sponsor.
· An Administrative Services Agreement, dated January 7, 2021, between the
Company and the Sponsor.
· Indemnity Agreements, each dated January 7, 2021, between the Company and each
of its executive officers and directors.
On January 7, 2021, the Company issued a press release, a copy of which is
attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing the
pricing of the IPO.
On January 12, 2021, the Company issued a press release, a copy of which is
attached as Exhibit 99.2 to this Current Report on Form 8-K, announcing the
closing of the IPO.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
1.1 Underwriting Agreement, dated January 7, 2021, between the Company
and Citigroup Global Markets Inc., as representative of the several
underwriters.
3.1 Amended and Restated Memorandum and Articles of Association.
4.1 Warrant Agreement, dated January 7, 2021, between the Company and
Continental Stock Transfer & Trust Company, as warrant agent.
10.1 A Letter Agreement, dated January 7, 2021, among the Company and
its officers and directors and Provident Acquisition Holdings Ltd.
10.2 Investment Management Trust Agreement, dated January 7, 2021,
between the Company and Continental Stock Transfer & Trust Company,
as trustee.
10.3 Registration Rights Agreement, dated January 7, 2021, between the
Company and certain security holders.
10.4 Sponsor Warrants Purchase Agreement, dated January 7, 2021,
between the Company and Provident Acquisition Holdings Ltd.
10.5 Administrative Services Agreement, dated January 7, 2021, between
the Company and Provident Acquisition Holdings Ltd.
10.6 Indemnity Agreement, dated January 7, 2021, between the Company
and Winato Kartono.
10.7 Indemnity Agreement, dated January 7, 2021, between the Company
and Michael Aw Soon Beng.
10.8 Indemnity Agreement, dated January 7, 2021, between the Company
and Andrew Joseph Hoffmann.
10.9 Indemnity Agreement, dated January 7, 2021, between the Company
and Charles Mark Broadley.
10.10 Indemnity Agreement, dated January 7, 2021, between the Company
and Kenneth Walton Hitchner III.
10.11 Indemnity Agreement, dated January 7, 2021, between the Company
and John Mackay McCulloch Williamson.
99.1 Press Release, dated January 7, 2021.
99.2 Press Release, dated January 12, 2021.
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