Perfect (PERF) 424B3 Prospectus supplement

 Filed pursuant to Rule 424(b)(3)
 Registration Statement No. 333-268057​

Prospectus Supplement
(to Prospectus dated January 18, 2023)

SUPPLEMENT TO

PROSPECTUS FOR

PRIMARY OFFERING OF
2,750,000 CLASS A ORDINARY SHARES UNDERLYING WARRANTS
SECONDARY OFFERING OF
38,850,406 CLASS A ORDINARY SHARES,
9,350,000 WARRANTS TO PURCHASE CLASS A ORDINARY SHARES AND
9,350,000 CLASS A ORDINARY SHARES UNDERLYING WARRANTS

PERFECT CORP.

Recent Developments

This prospectus supplement, together with the prospectus dated January 18, 2023 (the “Prospectus”), is to be used by the selling securityholders named in the Prospectus or their permitted transferees in connection with offers and sales from time to time of the Class A ordinary shares, par value $0.10 per share, of Perfect Corp., a Cayman Islands exempted company with limited liability (“Perfect” or the “Company”) (each, a “Class A Ordinary Share���), warrants to purchase Class A Ordinary Shares, and Class A Ordinary Shares underlying warrants.

March 6, 2023

Highlights for the Full Year of 2022

•

Total revenues grew to $47.3 million, up 16.0% year over year, primarily due to an increase in augmented reality (“AR”) / artificial intelligence (“AI”) cloud solutions and subscription revenues.

•

Gross profit increased to $40.2 million from $35.0 million in 2021.

•

Net loss was $161.7 million, compared to $156.9 million in 2021.

•

Adjusted net income (non-IFRS) was $4.1 million, compared to an adjusted net loss (non-IFRS) of $1.8 million in 20211.

•

Adjusted EBITDA (non-IFRS)2 was positive $3.1 million compared to a negative adjusted EBITDA of $0.9 million in 2021, primarily due to strong revenue growth and efficient expense controls.

•

The Company had 152 Key Customers3 as of December 31, 2022, compared with 124 Key Customers as of December 31, 2021.

As of December 31, 2022, our customer base includes 509 brand clients, with over 550,000 digital stock keeping units (“SKUs”) for makeup, haircare, skincare, eyewear, and jewelry products, compared with 434 brand clients and over 439,000 digital SKUs as of December 31, 2021.

Full Year 2022 Financial Results

Revenue

Total revenues in the full year of 2022 increased by 16.0% to $47.3 million from $40.8 million in the full year of 2021.

•

AR/AI cloud solutions and subscription revenues increased by 25.3% to $36.9 million from $29.5 million in the full year of 2021, mostly driven by the continued strong demand for the Company’s online virtual product try-on solutions from its brand customers as well as an increase in its monthly active subscribers4.

•

Licensing revenues decreased by 4.8% to $8.4 million, or 17.8% of total revenues, primarily caused by our brand customers’ lower demand for in-store offline solutions while brand customers shift to investing into online virtual product try-ons.

•

Advertisement revenues decreased by 24.1% to $1.8 million from $2.4 million in the full year of 2021, consistent with the Company’s strategy of reinforcing its market leadership in providing AR-and AI- Software-as-a-Service (SaaS) solutions and allocating less resources to advertisement services.

Gross Profit

Gross profit in the full year of 2022 was $40.2 million, representing an 84.9% gross margin, compared to $35.0 million, or an 85.9% gross margin, in the full year of 2021.

1

Adjusted net income (loss) is a non-IFRS financial measure. See the “Use of Non-IFRS Financial Measures” section of this prospectus supplement for the definition of such non-IFRS measure.

2

Adjusted EBITDA is a non-IFRS financial measure. See the “Use of Non-IFRS Financial Measures” section of this prospectus supplement for the definition of such non-IFRS measure.

3

Key Customers refers to the Company’s brand customers who contributed revenue of more than $50,000 in the trailing 12 months ended on the measurement date.

4

Monthly active subscribers refer to paying users who subscribes to the Company’s mobile apps’ premium functions and maintain an active subscription at the end of the measured month.

1

Total Operating Expenses

Total operating expenses in the full year of 2022 increased by 177.7% to $111.2 million from $40.1 million in the full year of 2021, mainly due to the one-off transaction cost in connection with our U.S. public listing.

•

Sales and marketing (“S&M”) expenses decreased by 2.9% to $24.5 million from $25.3 million in the full year of 2021, primarily due to the Company’s decreased spending on paid advertising campaigns in connection with our mobile apps subscription, because we focused on the improvement of the organic user acquisition rate and trial-to-paid conversion rate of our mobile apps in 2022.

•

Research and development (“R&D”) expenses increased by 6.5% to $10.5 million from $9.8 million in the full year of 2021, primarily due to an increase in R&D headcount and related personnel expenses.

•

General and administrative (“G&A”) expenses increased to $76.2 million from $4.9 million in the full year of 2021, primarily due to the $71.2 million one-off transaction cost that the Company incurred during the course of its de-SPAC transaction and public listing5. Excluding those expenses that were one-time in nature, recurring G&A expenses were $5.0 million in the full year of 2022.

Net Loss

Net loss in the full year of 2022 was $161.7 million, compared to $156.9 million during the full year of 2021.

Adjusted Net Income (Non-IFRS)

Our adjusted net income in 2022 was $4.1 million, compared to an adjusted net loss (non-IFRS) of $1.8 million in 2021, primarily due to our strong revenue growth and efficient expense control, especially in the decrease of paid advertising campaigns. Furthermore, higher interest rate resulted in a significant increase of interest income.

Adjusted EBITDA (Non-IFRS)

Adjusted EBITDA in the full year of 2022 was $3.1 million, compared to negative $0.9 million in the full year of 2021, primarily due to strong subscription revenue growth, as well as more efficient expense controls across all functions, especially in S&M paid advertising expenses.

Liquidity

As of December 31, 2022, the Company held $162.6 million in cash and cash equivalents (or $192.6m if including the 6-month time deposits of $30.0 million, which are classified as current financial assets at amortized cost under IFRS), up from $80.5 million as of December 31, 2021. A significant contributor to this increase was the completion of the Company’s public listing via a de-SPAC transaction on October 31, 2022.

Business Outlook

The global consumer discretionary industry and consumer spending are expected to continue to face a range of challenges during 2023, such as global high inflation, elongated sales cycles, significant fluctuations in foreign exchange rates, and geopolitical tensions and conflict. Despite these challenges, the Company remains confident in its long-term growth prospects and retains its commitment to iterating its products and services, further enhancing its digital solutions, expanding its customer base, diversifying revenue streams, and further optimizing operating efficiency.

5

The one-off transaction cost in 2022 included non-cash listing expense, which refers to the excess of the fair value of our Class A Ordinary Shares issued over the fair value of the identifiable net assets of Provident Acquisition Corp. (“Provident”), the SPAC involved in the Company’s de-SPAC transaction, on the closing date of this transaction, and professional services expenditures that the Company incurred in connection with the de-SPAC transaction.

2

Forward-Looking Statements

This prospectus supplement contains forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act, that are based on beliefs and assumptions and on information currently available to Perfect. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “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 strategies or plans, are also forward-looking statements. These statements involve risks, uncertainties 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. These statements are based on Perfect’s reasonable expectations and beliefs concerning future events and involve risks and uncertainties that may cause actual results to differ materially from current expectations. These factors are difficult to predict accurately and may be beyond Perfect’s control. Forward-looking statements in this prospectus supplement or elsewhere speak only as of the date made. New uncertainties and risks arise from time to time, and it is impossible for Perfect to predict these events or how they may affect Perfect. In addition, risks and uncertainties are described in Perfect’s filings with the Securities and Exchange Commission. These filings may identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Perfect cannot assure you that the forward-looking statements in this prospectus supplement will prove to be accurate. There may be additional risks that Perfect presently does not know or that Perfect currently does not believe are material that could also cause actual results to differ from those contained in the forward-looking statements. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by Perfect, its directors, officers or employees or any other person that Perfect will achieve its objectives and plans in any specified time frame, or at all. Except as required by applicable law, Perfect does not have any duty to, and does not intend to, update or revise the forward-looking statements in this prospectus supplement or elsewhere after the date of this prospectus supplement. You should, therefore, not rely on these forward-looking statements as representing the views of Perfect as of any date subsequent to the date of this prospectus supplement.

Use of Non-IFRS Financial Measures

This prospectus supplement and accompanying tables contain certain non-IFRS financial measures, including adjusted net income (loss) and adjusted EBITDA, as supplemental metrics in reviewing and assessing Perfect’s operating performance and formulating its business plan. Perfect defined these non-IFRS financial measures as follows:

Adjusted net income (loss) is defined as net income (loss) excluding one-off transaction costs (e.g. costs related to de-SPAC transaction), non-cash equity-based compensation, non-cash valuation (gain)/loss of preferred shares, and foreign exchange (gain)/loss. The majority of these adjustments relate to items in zero tax jurisdictions. With respect to non-zero tax jurisdictions, any related deferred tax assets do not qualify for recognition because of the cumulative losses. Hence, none of the adjusted net income in each of the two years ended December 31, 2022 was subject to income tax effects. For a reconciliation of adjusted net income (loss) to net income (loss), see the reconciliation table included elsewhere in this prospectus supplement.

Adjusted EBITDA is defined as net income (loss) excluding depreciation and amortization expense, income tax expense, interest and finance costs, one-off transaction costs (e.g. costs related to de-SPAC transaction), non-cash equity-based compensation, non-cash valuation (gain)/loss of preferred shares, and foreign exchange (gain)/loss. For a reconciliation of adjusted EBITDA to net income (loss), see the reconciliation table included elsewhere in this prospectus supplement.

Non-IFRS financial measures are not defined under IFRS and are not presented in accordance with IFRS. Non-IFRS financial measures have limitations as analytical tools, which possibly do not reflect all items of expense that affect our operations. Share-based compensation expenses have been and may continue

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to be incurred in our business and are not reflected in the presentation of the non-IFRS financial measures. In addition, the non-IFRS financial measures Perfect uses may differ from the non-IFRS measures used by other companies, including peer companies, and therefore their comparability may be limited. The presentation of these non-IFRS financial measures is not intended to be considered in isolation from or as a substitute for the financial information prepared and presented in accordance with IFRS. The items excluded from our adjusted net income (loss) and adjusted EBITDA are non-cash expenses or not driven by core results of operations and render comparison of IFRS financial measures with prior periods less meaningful. We believe adjusted net income (loss) and adjusted EBITDA provide useful information to investors and others in understanding and evaluating our results of operations, as well as providing a useful measure for period-to-period comparisons of our business performance. Moreover, such non-IFRS measures are used by our management internally to make operating decisions, including those related to operating expenses, evaluate performance, and perform strategic planning and annual budgeting.

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PERFECT CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2021 AND 2022

(Expressed in thousands of United States dollars)

​	December 31, 2021			December 31, 2022
Assets	Amount			Amount
Current assets	​	​	​	​	​	​
Cash and cash equivalents	​	$	80,453	​	$	162,616
Current financial assets at amortized cost	​	​	—	​	​	30,000
Current contract assets	​	​	—	​	​	3,660
Accounts receivables	​	​	6,568	​	​	7,756
Other receivables	​	​	6	​	​	314
Current income tax assets	​	​	63	​	​	77
Inventories	​	​	88	​	​	45
Other current assets	​	​	299	​	​	4,705
Total current assets	​	​	87,477	​	​	209,173
Non-current assets	​	​	​	​	​	​
Property, plant and equipment	​	​	407	​	​	289
Right-of-use assets	​	​	620	​	​	323
Intangible assets	​	​	100	​	​	119
Deferred income tax assets	​	​	165	​	​	244
Guarantee deposits paid	​	​	135	​	​	125
Total non-current assets	​	​	1,427	​	​	1,100
Total assets	​	$	88,904	​	$	210,273

5

PERFECT CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (continued)

DECEMBER 31, 2021 AND 2022

(Expressed in thousands of United States dollars)

​	December 31, 2021			December 31, 2022
Liabilities and Equity	Amount			Amount
Current liabilities	​	​	​	​	​	​
Current contract liabilities	​	$	9,021	​	$	13,024
Other payables	​	​	8,706	​	​	9,308
Other payables – related parties	​	​	73	​	​	63
Current tax liabilities	​	​	104	​	​	155
Current provisions	​	​	1,058	​	​	1,855
Current lease liabilities	​	​	449	​	​	251
Other current liabilities	​	​	384	​	​	261
Total current liabilities	​	​	19,795	​	​	24,917
Non-current liabilities	​	​	​	​	​	​
Non-current financial liabilities at fair value through profit or loss	​	​	259,230	​	​	3,207
Non-current lease liabilities	​	​	189	​	​	87
Net defined benefit liability, non-current	​	​	104	​	​	73
Guarantee deposits received	​	​	28	​	​	25
Total non-current liabilities	​	​	259,551	​	​	3,392
Total liabilities	​	​	279,346	​	​	28,309
Equity	​	​	​	​	​	​
Capital stock	​	​	​	​	​	​
Common stock	​	​	30,152	​	​	—
Perfect Class A Ordinary Shares, $0.1 par value	​	​	—	​	​	10,147
Perfect Class B Ordinary Shares, $0.1 par value	​	​	—	​	​	1,679
Capital surplus	​	​	​	​	​	​
Capital surplus	​	​	2,871	​	​	556,429
Retained earnings	​	​	​	​	​	​
Accumulated deficit	​	​	(224,097)	​	​	(385,819)
Other equity interest	​	​	​	​	​	​
Other equity interest	​	​	632	​	​	(472)
Total equity	​	​	(190,442)	​	​	181,964
Total liabilities and equity	​	$	88,904	​	$	210,273

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PERFECT CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2021 AND 2022

(Expressed in thousands of United States dollars)

Items	Years Ended December 31
	2021			2022
	Amount			Amount
Revenue	​	$	40,760	​	$	47,300
Cost of sales and services	​	​	(5,736)	​	​	(7,130)
Gross profit	​	​	35,024	​	​	40,170
Operating expenses	​	​	​	​	​	​
Sales and marketing expenses	​	​	(25,287)	​	​	(24,544)
General and administrative expenses	​	​	(4,936)	​	​	(76,219)
Research and development expenses	​	​	(9,838)	​	​	(10,481)
Total operating expenses	​	​	(40,061)	​	​	(111,244)
Operating loss	​	​	(5,037)	​	​	(71,074)
Non-operating income and expenses	​	​	​	​	​	​
Interest income	​	​	131	​	​	2,029
Other income	​	​	118	​	​	75
Other gains and losses	​	​	(151,638)	​	​	(92,474)
Finance costs	​	​	(9)	​	​	(8)
Total non-operating income and expenses	​	​	(151,398)	​	​	(90,378)
Loss before income tax	​	​	(156,435)	​	​	(161,452)
Income tax expense	​	​	(417)	​	​	(292)
Net loss	​	$	(156,852)	​	$	(161,744)
Other comprehensive income (loss)	​	​	​	​	​	​
Components of other comprehensive income (loss) that will not be reclassified to profit or loss	​	​	​	​	​	​
Actuarial (losses) gains on defined benefit plans	​	$	(24)	​	$	22
Credit risk changes in financial instrument Preferred shares	​	​	(58)	​	​	(7)
Total components of other comprehensive income (loss) that will not be reclassified to profit or loss	​	​	(82)	​	​	15
Components of other comprehensive income that will be reclassified to profit or loss	​	​	​	​	​	​
Exchange differences arising on translation of foreign operations	​	​	123	​	​	(1,097)
Other comprehensive income (loss), net	​	$	41	​	​	(1,082)
Total comprehensive loss	​	$	(156,811)	​	$	(162,826)
Net loss, attributable to:	​	​	​	​	​	​
Shareholders of the parent	​	$	(156,852)	​	$	(161,744)
Total comprehensive loss attributable to:	​	​	​	​	​	​
Shareholders of the parent	​	$	(156,811)	​	$	(162,826)
Loss per share (in dollars)	​	​	​	​	​	​
Basic loss per share of Class A and Class B Ordinary Shares	​	$	(2.96)	​	$	(2.37)
Diluted loss per share of Class A and Class B Ordinary Shares	​	$	(2.96)	​	$	(2.37)

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PERFECT CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2021 AND 2022

(Expressed in thousands of United States dollars)

​	Years Ended December 31
	2021			2022
CASH FLOWS FROM OPERATING ACTIVITIES	​	​	​	​	​	​
Loss before tax	​	$	(156,435)	​	$	(161,452)
Adjustments to reconcile profit (loss)	​	​	​	​	​	​
Depreciation expense	​	​	598	​	​	703
Amortization expense	​	​	47	​	​	63
Interest income	​	​	(131)	​	​	(2,029)
Interest expense	​	​	9	​	​	8
Net loss on financial liabilities at fair value through profit or loss	​	​	150,745	​	​	93,777
Employees’ stock option cost	​	​	1,782	​	​	2,117
Directors’ share-based compensation	​	​	—	​	​	58
Recognition of listing expense	​	​	—	​	​	65,264
Changes in operating assets and liabilities	​	​	​	​	​	​
Accounts receivable	​	​	(1,059)	​	​	(1,479)
Current contract assets	​	​	—	​	​	(3,701)
Other receivables	​	​	7	​	​	(3)
Other receivables – related parties	​	​	16	​	​	—
Inventories	​	​	—	​	​	43
Other current assets	​	​	(78)	​	​	(4,418)
Current contract liabilities	​	​	4,108	​	​	4,783
Accounts payable	​	​	—	​	​	—
Other payables	​	​	1,653	​	​	772
Other payables – related parties	​	​	(11)	​	​	(2)
Current provisions	​	​	586	​	​	897
Other current liabilities	​	​	255	​	​	(80)
Net defined benefit liability, non-current	​	​	—	​	​	1
Cash inflow (outflow) generated from operations	​	​	2,092	​	​	(4,678)
Interest received	​	​	129	​	​	1,724
Interest paid	​	​	(9)	​	​	(8)
Income tax paid	​	​	(664)	​	​	(343)
Net cash flows from (used in) operating activities	​	​	1,548	​	​	(3,305)
CASH FLOWS FROM INVESTING ACTIVITIES	​	​	​	​	​	​
Acquisition of financial assets at amortized cost	​	​	—	​	​	(30,000)
Proceeds from disposal of financial assets at amortized cost	​	​	—	​	​	—
Acquisition of property, plant and equipment	​	​	(154)	​	​	(165)
Acquisition of intangible assets	​	​	(32)	​	​	(93)
Increase in guarantee deposits paid	​	​	(27)	​	​	—
Net cash flows from (used in) investing activities	​	​	(213)	​	​	(30,258)
CASH FLOWS FROM FINANCING ACTIVITIES	​	​	​	​	​	​
Proceeds from financial liabilities designated at fair value through profit or loss	​	​	—	​	​	—
Repayment of principal portion of lease liabilities	​	​	(393)	​	​	(457)
Employee stock options exercised	​	​	330	​	​	5,592
Recapitalization	​	​	—	​	​	112,893
Payments to acquire treasury shares	​	​	—	​	​	—
Net cash flows from (used in) financing activities	​	​	(63)	​	​	118,028
Effects of exchange rates changes on cash and cash equivalents	​	​	163	​	​	(2,302)
Net increase in cash and cash equivalents	​	​	1,435	​	​	82,163
Cash and cash equivalents at beginning of year	​	​	79,018	​	​	80,453
Cash and cash equivalents at end of year	​	$	80,453	​	$	162,616

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Reconciliation of non-IFRS financial measures — adjusted net income (loss) calculation

Items	Years ended December 31
	2021			2022
	Amount			Amount
Net Income (Loss)	​	$	(156,852)	​	$	(161,744)
One-off Transaction Costs	​	​	1,594	​	​	71,152
Non-Cash Equity-Based Compensation	​	​	1,782	​	​	2,175
Non-Cash Valuation (Gain)/Loss of Financial Liabilities	​	​	150,745	​	​	93,777
Foreign Exchange (Gain)/Loss	​	​	893	​	​	(1,303)
Adjusted Net Income (Loss)	​	$	(1,838)	​	$	4,057

Reconciliation of non-IFRS financial measures — adjusted EBITDA calculation

Items	Years ended December 31
	2021			2022
	Amount			Amount
Net Income (Loss)	​	$	(156,852)	​	$	(161,744)
Depreciation and Amortization Expense	​	​	645	​	​	766
Income Tax Expense	​	​	417	​	​	292
Interest Income and Finance costs	​	​	(122)	​	​	(2,021)
One-off Transaction Costs	​	​	1,594	​	​	71,152
Non-Cash Equity-Based Compensation	​	​	1,782	​	​	2,175
Non-Cash Valuation (Gain)/Loss of Financial Liabilities	​	​	150,745	​	​	93,777
Foreign Exchange (Gain)/Loss	​	​	893	​	​	(1,303)
Adjusted EBITDA	​	$	(898)	​	$	3,094

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