4//SEC Filing
Kartono Winato 4
Accession 0000950103-22-018836
CIK 0001830531other
Filed
Oct 31, 8:00 PM ET
Accepted
Nov 1, 10:29 AM ET
Size
27.4 KB
Accession
0000950103-22-018836
Insider Transaction Report
Form 4
Kartono Winato
Director
Transactions
- Disposition to Issuer
Class A Ordinary Shares
2022-10-28−5,327,500→ 0 total(indirect: See Footnotes) - Conversion
Class B Ordinary Shares
2022-10-28−5,327,500→ 0 total(indirect: See Footnotes)→ Class A Ordinary Shares (5,327,500 underlying) - Disposition to Issuer
Private Placement Warrants
2022-10-28−6,600,000→ 0 total(indirect: See Footnotes)→ Class A Ordinary Shares (6,600,000 underlying) - Conversion
Class A Ordinary Shares
2022-10-28+5,327,500→ 5,327,500 total(indirect: See Footnotes)
Provident Acquisition Holdings Ltd.
Director10% Owner
Transactions
- Disposition to Issuer
Class A Ordinary Shares
2022-10-28−5,327,500→ 0 total(indirect: See Footnotes) - Conversion
Class A Ordinary Shares
2022-10-28+5,327,500→ 5,327,500 total(indirect: See Footnotes) - Disposition to Issuer
Private Placement Warrants
2022-10-28−6,600,000→ 0 total(indirect: See Footnotes)→ Class A Ordinary Shares (6,600,000 underlying) - Conversion
Class B Ordinary Shares
2022-10-28−5,327,500→ 0 total(indirect: See Footnotes)→ Class A Ordinary Shares (5,327,500 underlying)
Beng Michael Aw Soon
Director
Transactions
- Disposition to Issuer
Private Placement Warrants
2022-10-28−6,600,000→ 0 total(indirect: See Footnotes)→ Class A Ordinary Shares (6,600,000 underlying) - Conversion
Class A Ordinary Shares
2022-10-28+5,327,500→ 5,327,500 total(indirect: See Footnotes) - Conversion
Class B Ordinary Shares
2022-10-28−5,327,500→ 0 total(indirect: See Footnotes)→ Class A Ordinary Shares (5,327,500 underlying) - Disposition to Issuer
Class A Ordinary Shares
2022-10-28−5,327,500→ 0 total(indirect: See Footnotes)
Hoffmann Andrew Joseph
Director
Transactions
- Disposition to Issuer
Class A Ordinary Shares
2022-10-28−5,327,500→ 0 total(indirect: See Footnotes) - Disposition to Issuer
Private Placement Warrants
2022-10-28−6,600,000→ 0 total(indirect: See Footnotes)→ Class A Ordinary Shares (6,600,000 underlying) - Conversion
Class A Ordinary Shares
2022-10-28+5,327,500→ 5,327,500 total(indirect: See Footnotes) - Conversion
Class B Ordinary Shares
2022-10-28−5,327,500→ 0 total(indirect: See Footnotes)→ Class A Ordinary Shares (5,327,500 underlying)
Footnotes (8)
- [F1]The Class B ordinary shares were converted into Class A ordinary shares on a one-for-one basis upon the consummation of the Issuer's initial business combination on October 28, 2022 (the "Initial Business Combination").
- [F2]The reporting person disposed of all Class A ordinary shares upon the consummation of the Issuer's Initial Business Combination, which were automatically exchanged into corresponding Class A ordinary shares of Perfect Corp.
- [F3]Each Private Placement Warrant is exercisable to purchase one Class A ordinary share of the Issuer at an exercise price of $11.50 per share. As described in the Issuer's Registration Statement on Form S-1/A (File No. 333-251571) filed with the Securities and Exchange Commission on December 31, 2020 (the "Registration Statement"), the Private Placement Warrants are identical to the warrants sold in connection with the Issuer's initial public offering ("IPO"), except that the Private Placement Warrants, so long as they are held by the Provident Acquisition Holdings Ltd. (the "Sponsor") or its permitted transferees,
- [F4](i) will not be redeemable by the Issuer, (ii) may not (including the Class A ordinary shares of the Issuer issuable upon exercise of such warrants), subject to certain limited exceptions, be transferred, assigned or sold by until 30 days after the completion of the Issuer's Initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights.
- [F5]Due to an administrative error, the Form 4 filed by the reporting person on January 12, 2021 inadvertently excluded 600,000 Private Placement Warrants acquired by the reporting person, when in fact a total of 6,600,000 Private Placement Warrants were acquired. This Form 4 hereby corrects that error.
- [F6]The reporting person disposed of all Private Placement Warrants upon the consummation of the Issuer's Initial Business Combination, which were automatically exchanged into corresponding warrants exercisable for Class A ordinary shares of Perfect Corp.
- [F7]Any actions (including voting and dispositive decisions) by the Sponsor with respect to the reported securities are made by the Board of Directors of the Sponsor, which consists of three individuals--Winato Kartono, Michael Aw Soon Beng and Andrew Joseph Hoffmann. Each director has one vote, and the approval of two of the three directors of the Sponsor's Board of Directors is required to approve any action of the Sponsor. Each of Messrs. Kartono, Beng and Hoffmann are also shareholders of the Sponsor and members of the Issuer's Board of Directors.
- [F8]Under the so-called "rule of three," if voting and dispositive decisions regarding an entity's securities are made by two or more individuals, and a voting and dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities. Therefore, none of Messrs. Kartono, Beng or Hoffmann exercises voting or dispositive control over any of the securities held by the Sponsor, even those in which he holds any direct or indirect pecuniary interest. Accordingly, none of them are be deemed to have or share beneficial ownership over the reported securities, and the filing of this Form 4 shall not be deemed an admission that any of Messrs. Kartono, Beng or Hoffmann have or share beneficial ownership over the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise.
Issuer
Provident Acquisition Corp.
CIK 0001830531
Entity typeother
Related Parties
1- filerCIK 0001838608
Filing Metadata
- Form type
- 4
- Filed
- Oct 31, 8:00 PM ET
- Accepted
- Nov 1, 10:29 AM ET
- Size
- 27.4 KB