United States securities and exchange commission logo
April 27, 2022
Alice Chang
Chief Executive Officer
Perfect Corp.
14F, No. 98 Minquan Road
Xindian District
New Taipei City 231
Taiwan
Re: Perfect Corp.
Registration
Statement on Form F-4
Filed March 25,
2022
File No. 333-263841
Dear Ms. Chang:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-4
Cover Page
1. Revise to remove the
assertion that the laws and regulations of the People s Republic of
China do not currently
have any impact on Provident s business, financial condition and
results of operations.
2. We note your disclosure
that Provident currently does not have any substantive operations
in mainland China.
Revise to highlight that Perfect's mobile apps are available for
downloading and use in
the PRC, that Perfect has operating subsidiaries located in the
PRC, and that Perfect's
business operations in the PRC are required to obtain and maintain
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applicable licenses and approvals from different regulatory
authorities. Provide prominent
disclosure about the legal and operational risks associated with
Perfect's operations in the
PRC and Provident's ties to Hong Kong.
3. Given that Provident is located in Hong Kong and a majority of its
executive officers are
located in or have significant ties to Hong Kong, prominently address
the challenges
that Provident s existing Public Shareholders might face in
enforcing their rights under the
SPAC s controlling agreements. Also, highlight that action by the
PRC government could
significantly limit or completely hinder your ability to consummate
the Business
Combination or Perfect s ability to offer or continue to offer
securities to investors and
cause the value of such securities to significantly decline or, in
extreme cases, become
worthless.
4. Discuss the dual class structure and differing voting rights of each
class of stock that is
expected to be in place after the business combination. Highlight that
the dual class
structure will have the effect of concentrating voting control with
our CEO.
Questions and Answers about the Proposed Transactions, page 10
5. Revise your disclosure to show the potential impact of redemptions on
the per share value
of the shares owned by non-redeeming shareholders by including a
sensitivity analysis
showing a range of redemption scenarios, including minimum, maximum
and interim
redemption levels
What positive and negative factors did Provident's Board consider when
determining whether or
not to proceed with the Business Combination, page 10
6. You disclose that the ratio of Perfect s customer lifetime value to
customer acquisition
cost for Perfect s top 100 brands in 2020 is 8.4x. Please revise to
further explain what this
measure represents, how it measures a customer s lifetime value, and
how it is calculated.
In this regard, you disclose the customer lifetime value is the sum of
total contract value in
2020 adjusted for annual NDRR of 120% for the first four years and
115% for the fifth
year. Explain whether the resulting amount represents an estimate of
revenue for the next
five years and if so, how you determined that was an appropriate
period of time and why
these are reasonable percentages to use in the calculation. If this
amount does not
represent five years of revenue, explain what it is. Further, revise
your disclosures to
explain the estimates and assumptions used in the calculation, why it
provides useful
information to investors, and how management uses this in managing or
monitoring the
performance of the business. Refer to SEC Release No. 33-10751.
What equity stake will current Provident shareholders, the FPA Investors, the
PIPE Investors...,
page 14
7. Please revise to disclose all possible sources and extent of dilution
that shareholders who
elect not to redeem their shares may experience in connection with the
business
combination. Provide disclosure of the impact of each significant
source of dilution,
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Perfect Corp.
April 27, 2022
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including the amount of equity held by founders, convertible
securities, including warrants
retained by redeeming shareholders, at each of the redemption levels
detailed in your
sensitivity analysis, including any needed assumptions.
8. Quantify the value of warrants, based on recent trading prices, that
may be retained by
redeeming stockholders assuming maximum redemptions and identify any
material
resulting risks.
9. We note your maximum redemption scenario reflected here and throughout
the filing,
including the unaudited pro forma condensed combined financial
information, reflects the
maximum number of redemptions that may occur so not less than $125
million of cash is
available upon consummation of the transaction. In order to reduce
confusion, consider
changing the title of this scenario to reflect that it is an
"illustrative redemption" only and
to avoid the implication that the scenario reflects a 100% redemption
of shares.
What interests do Provident's current officers and directors have in the
Proposed Transactions?,
page 18
10. Please revise the conflicts of interest discussion so that it
highlights all material interests
in the transaction held by the sponsor and the company s officers
and directors. This could
include fiduciary or contractual obligations to other entities as well
as any interest in, or
affiliation with, the target company. In addition, please clarify how
the board considered
those conflicts in negotiating and recommending the business
combination.
What are the U.S. federal income tax consequences of the Mergers to U.S.
Holders of Provident
Class A Ordinary Shares and Public Warrants?, page 20
11. We note that it is intended that the mergers qualify as an F
Reorganization for U.S. federal
income tax purposes. Please include a tax opinion from counsel for
this and the other
material federal tax consequences. Given your representation that
there is an absence of
direct guidance on the application of Section 368(a)(1)(F) of the Code
to a statutory
conversion of a corporation holding only investment-type assets such
as Provident
Acquisition Corp, the tax opinion should address the degree of
uncertainty, state the key
factors used in the analysis, and discuss the risks to investors of
the uncertain tax
treatment.
Summary of the Proxy Statement/Prospectus, page 28
12. It appears that underwriting fees remain constant and are not adjusted
based on
FirstName LastNameAlice Chang
redemptions. Revise your disclosure to disclose the effective
underwriting fee on a
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percentage Corp.
basis for shares at each redemption level presented in your
sensitivity analysis
related
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dilution.
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Interests of Certain Persons in the Proposed Transactions, page 40
13. We note your disclosure that Provident Acquisition Corp. or its
affiliates may offer
incentives to investors who indicate they intend to vote against the
business combination
proposal. Please revise to more prominently discuss the ability of
Provident or its
affiliates to ensure the business combination is approved and the
impact it could have on
public investors. Additionally, address the potential conflicts of
interest inherent in such
incentive arrangements and address that the sponsor and the investors
who receive the
incentives may benefit and that such benefit may be to the detriment
of the public
shareholders.
14. Please expand your disclosure regarding the sponsor s ownership
interest in the target
company. Disclose the approximate dollar value of the interest based
on the transaction
value and recent trading prices as compared to the price paid.
Organizational Structure
Following the Proposed Transactions, page 41
15. Please revise your post-offering organizational structure diagram to
reflect the percentage
of voting and economic rights for each post-offering holder or class
of holders of Perfect
Corp.
Risk Factors
Risks Related to the Perfect Class A Ordinary Shares and the Perfect Warrants
The dual class structure of our Ordinary Shares has the effect of concentrating
voting control
with our CEO..., page 72
16. Address the risk that your capital structure may render your shares
ineligible for inclusion
in certain stock market indices, which could adversely affect share
price and liquidity.
Background of the Business Combination, page 117
17. We note that you did not proceed to enter into a business combination
with the Initial
Target "because of other strategic priorities of the Initial Target
and implications thereof
on the timeline of the potential business combination." Please revise
to provide a more
detailed discussion regarding the decision not to proceed with the
Initial Target including
what is meant by "other strategic priorities of the Initial Target"
and implications on the
timeline of the potential business combination.
Unaudited Pro Forma Condensed Combined Financial Information
Basis of Pro Forma Presentation, page 156
18. You disclose that the maximum redemption scenario assumes 21,000,634
shares of
Provident Class A Ordinary Shares are redeemed. As there are
23,000,000 Class A
Ordinary Shares subject to possible redemption, please revise to
clarify whether the public
shareholders have the ability to redeem shares in excess of 21,000,634
shares. If so,
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Perfect Corp.
April 27, 2022
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disclose whether the merger will still be consummated if that happens
or tell us how you
intend to fund any additional redemptions. As applicable, disclose the
impact on the pro
forma information assuming 100% of the shares are redeemed. If the
shareholders do not
have the ability to redeem additional shares, tell us what conditions
are in place to restrict
such redemptions.
Unaudited Pro Forma Condensed Combined Statement of Operations for the Year
Ended
December 31, 2020, page 163
19. Please revise to record the $6.9 million of estimated transaction
costs that are not recorded
as expenses in the historical financial statements of Provident in the
pro forma condensed
combined statement of operations, effective as of the beginning of the
fiscal year
presented. Refer to Rule 11-02(a)(6)(B) and 11-02(a)(11)(i) of
Regulation S-X.
Provident's Business
Permitted Purchases of Our Securities, page 176
20. We note your disclosure that the sponsor and Perfect's directors,
officers or their affiliates
may purchase additional Public Shares in the open market prior to the
completion of the
Business Combination. In your response letter, please confirm your
understanding that
the sponsor or its affiliates will not purchase the shares at a price
higher than the price
offered through the SPAC redemption process. For guidance, refer to
Compliance and
Disclosure Interpretation, Question 166.01 of Tender Offers and
Schedules.
Redemption Rights for Public Shareholders, page 177
21. We note that certain shareholders agreed to waive their redemption
rights. Please describe
any consideration provided in exchange for this agreement.
Perfect's Business
Product Pipeline
Non-fungible tokens ("NFTs"), page 210
22. We note your disclosure that you are working on developing an
"end-to-end solution for
the transformation of physical goods into digital SKUs and related
NFTs." Please revise
to provide a more detailed discussion regarding how the platform will
operate and how the
FirstName LastNameAlice Chang
NFT's will be incorporated into your product offerings. As a
non-exclusive example, it is
Comapany NamePerfect
unclear whether theCorp.
platform will generate revenue from the sale of
NFT's directly to
consumers,
April 27, 2022 Pageor5if the NFT's will be incorporated into your customer's
subscription.
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Alice Chang
FirstName LastNameAlice Chang
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Perfect's Management's Discussion and Analysis of Financial Condition and
Results of
Operations
Company Overview, page 221
23. You disclose an average of NDRR and retention rate among the top 100
brands. Please
revise to disclose such measures for all of your recurring customers
and revenue, for each
period presented, to provide for a more complete view of customer
retention. Refer to
SEC Release No. 33-10751.
24. Please clarify whether the NDRR calculation only includes annual
recurring revenue from
the same set of customers as of the end of the period that were
included at the beginning
of the period. If your calculation includes new customers obtained
during the period,
explain how such measure provides an accurate view of retention.
Key Factors Affecting Our Results of Operations, page 222
25. You disclose that your ability to increase revenue depends in part on
retaining your
existing brands and expanding their use of your service. Please expand
your disclosures
to identify and discuss key performance indictors you use to measure
retention, such as
NDRR or a retention rate, as well as any other metrics you use to
manage the business that
would provide for a better understanding and evaluation of your
operations. Refer to SEC
Release No. 33-10751.
Results of Operations
Comparison of Six Months Ended June 30, 2020 to Six Months Ended June 30, 2021
Revenue, page 226
26. You disclose that the increase in revenue was primarily driven by
revenue generated from
additional brands, as well as cross-sell/upsell from existing
customers. Please revise to
disclose the amount or percentage of the increase from new versus
existing
customers. Refer to Item 5 of Form 20-F.
Security Ownership of Certain Beneficial Owners and Management of Perfect
Corp., page 246
27. Please disclose the sponsor and its affiliates total potential
ownership interest in the
combined company, assuming exercise and conversion of all securities.
Description of Perfect's Securities, page 253
28. Please revise this section to clearly describe the forum selection
clause in your Articles.
We note that your forum selection provision identifies the Southern
District of New York
as the exclusive forum for litigation pursuant to the Securities Act
of 1933 and the
Securities and Exchange Act of 1934 and that for all other actions,
the courts of the
Cayman Islands will be the exclusive forum for bringing disputes.
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Perfect Corp. and Subsidiaries - Consolidated Financial Statements
Note 4. Summary of Significant Accounting Policies
(24) Revenue Recognition, page F-34
29. You disclose that you provide online web consultation services and
recognize revenue on
a straight-line basis through the contract period. Please revise to
describe the types of
services provided in these arrangements and the typical contract
terms. Explain whether
the arrangements are for a specified service or to provide services
when requested by the
customer for a fixed amount over the contract period. Further, explain
how you
concluded recognizing revenue on a straight-line basis depicts your
performance in
transferring control of the services promised to the customer. Refer
to IFRS 15,
paragraphs 39-45. Lastly, disclose the amount of revenue generated
from these
consultation services for each period presented.
30. Please revise to disclose the accounting policy for your SaaS
solutions described on page
224. Please include the typical contract terms in the arrangements,
nature of services,
performance obligations, and types of fees charged. Further, disclose
how you account
for each performance obligation and when revenue is recognized.
Lastly, disclose how
much revenue was generated from these offerings for each period
presented.
31. Regarding the SaaS solutions, you disclose on page 224 that you charge
recurring fees for
licenses. Please tell us what this license is for, whether it provides
a right to use your
intellectual property that exists at a point in time, and if so, how
you consider that in your
accounting for the SaaS solution arrangements.
32. You disclose that you provide premium functions in apps to individual
customers and
recognize the related revenue over time on a straight-line basis
through the contract
period. Revise your disclosure to describe the nature of the premium
functions
offered, the typical contract terms, including the length of the
contract period. Also
explain to us how you determined recognizing revenue over time was
appropriate. Lastly,
tell us whether and how third parties, such as the Apple App Store and
Google Play Store
which you refer to on page 224, are considered in these arrangements.
33. For your advertising services you disclose that the performance
obligation is recognized
over time and consideration is determined based on the frequency of
click of the
advertisement. Please revise to disclose the typical contract terms in
these arrangements
and when revenue is recognized during the contract period.
Note 6. Details of Significant Accounts
(15) Revenue, page F-50
34. Revise to disclose the amount of transaction price allocated to
performance obligations
that are unsatisfied as of the end of the reporting period and an
explanation of when you
expect to recognize such amount on a quantitative basis or by using
qualitative
information. Refer to IFRS 15, paragraph 120.
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April 27, 2022
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General
35. Please highlight the material risks to public warrant holders,
including those arising from
differences between private and public warrants. Clarify whether
recent common stock
trading prices exceed the threshold that would allow the company to
redeem public
warrants. Clearly explain the steps, if any, the company will take to
notify all
shareholders, including beneficial owners, regarding when the warrants
become eligible
for redemption.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Melissa Kindelan, Senior Staff Accountant, at (202)
551-3564 or
Christine Dietz, Senior Staff Accountant, at (202) 551-3408 if you have
questions regarding
comments on the financial statements and related matters. Please contact
Matthew Derby, Staff
Attorney, at (202) 551-3334 or Joshua Shainess, Legal Branch Chief, at (202)
551-7951 with any
other questions.
FirstName LastNameAlice Chang Sincerely,
Comapany NamePerfect Corp.
Division of
Corporation Finance
April 27, 2022 Page 8 Office of
Technology
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