Item 4.02. Non-Reliance on Previously Issued Financial Statement and Related
Audit Report.
Background
Provident Acquisition Corp. (the "Company") is a newly formed Special Purpose
Acquisition Corporations ("SPAC") for the purpose of effecting a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization or similar
Business Combination with one or more businesses ("Business Combination").
On 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.
On January 12, 2021, the Company sold 23,000,000 units, including 3,000,000
units issued pursuant to the underwriters' over-allotment option is exercised in
full, at a purchase price of $10.00 per unit, in its initial public offering
(the "IPO"). Each unit consists of one Class A ordinary share, and one-half of
one warrant to purchase one Class A ordinary share ("Public Warrant"). Each
whole Public Warrant will entitle the holder to purchase one Class A ordinary
share at a price of $11.50 per share, subject to adjustment. Each Public Warrant
will become exercisable on the later of 30 days after the completion of the
initial Business Combination or 12 months from the closing of the IPO and will
expire five years after the completion of the initial Business Combination, or
earlier upon redemption or liquidation.
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".
Forward Purchase Agreements
Prior to the IPO, the Company entered into (i) a forward purchase agreement
("FPA") pursuant to which WF Asian Reconnaissance Fund Limited ("Ward Ferry")
agreed to subscribe for an aggregate of 2,500,000 Class A ordinary shares plus
1,250,000 forward purchase warrants ("Forward Purchase Warrants") for a purchase
price of $10.00 multiplied by the number of Class A ordinary shares, or
$25,000,000 in the aggregate, in a private placement to close concurrently with
the closing of the initial Business Combination in which the Sponsor transferred
to Ward Ferry an aggregate of 312,500 Founder Shares for no cash consideration
and (ii) an FPA pursuant to which PT Nugraha Eka Kencana ("Saratoga") agreed to
subscribe for an aggregate of 1,000,000 Class A ordinary shares plus 500,000
Forward Purchase Warrants for a purchase price of $10.00 multiplied by the
number of Class A ordinary shares, or $10,000,000 in the aggregate, in a private
placement to close concurrently with the closing of the initial Business
Combination, and (iii) an FPA pursuant to which Aventis Star Investments
Limited, an affiliate of the Sponsor and Provident Group (collectively with Ward
Ferry and Saratoga, the "anchor investors"), agreed to subscribe for an
aggregate of 2,000,000 Class A ordinary shares plus 1,000,000 Forward Purchase
Warrants for a purchase price of $10.00 multiplied by the number of Class A
ordinary shares, or $20,000,000 in the aggregate, in a private placement to
close concurrently with the closing of the initial Business Combination.
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Previous Reporting
The Company classified portion of the Class A ordinary share as permanent equity
and did not recognize the value of Class B ordinary shares transferred to Ward
Ferry, independent directors and advisors in its previously filed Quarterly
Report on Form 10-Q for the quarter ending March 31, 2021 filed on May 20, 2021
(the "Prior 10-Q").
Re-Classification of Class A Ordinary Shares
The Company has entered into a series of FPAs whereby the Company will generate
$55,000,000 of proceeds with the issuance of 5,500,000 forward purchase shares
at $10.00 per share. The forward purchase shares shall have the same terms as
public shares, but not have any rights of redemption, rights to conversion into
cash, or rights to any liquidating distributions from any funds held in the
trust account established by the Company for the benefit of the Company's public
shareholders upon the closing of the IPO. With this influx of cash, the Company
will have additional funds available to redeem shares of its Class A ordinary
shares.
Recognition of Class B ordinary shares transferred by the Sponsor
Sponsor has provided an economic incentive to Ward Ferry for their sole
participation in the FPA with no other services required by the Ward Ferry.
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.
Adjusting the 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. 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.
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