United States securities and exchange commission logo
July 29, 2022
Alice Chang
Chief Executive Officer
Perfect Corp.
14F, No. 98 Minquan Road
Xindian District
New Taipei City 231, Taiwan
Re: Perfect Corp.
Amendment No. 2 to
Registration Statement on Form F-4
Filed July 8, 2022
File No. 333-263841
Dear Ms. Chang:
We have reviewed your amended 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.
Unless we note
otherwise, our references to prior comments are to comments in our June
15, 2022 letter.
Amendment No. 2 to Registration Statement on Form F-4
Risk Factors
We have minted and may further mint NFTs..., page 78
1. We note the statements
in the risk factor on page 78 that the legal test for determining
whether a particular
crypto asset is a security evolves over time and that the SEC s
views in this area have
evolved over time and it is difficult to predict the direction or
timing of any
continuing evolution. Please remove these statements as the legal tests are
well-established by
U.S. Supreme Court case law and the Commission and staff have
issued reports, orders,
and statements that provide guidance on when a crypto asset may
be a security for
purposes of the U.S. federal securities laws.
Alice Chang
Perfect Corp.
July 29, 2022
Page 2
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Factors Affecting the Results of Operations
Our ability to monetize our services, page 237
2. Please further revise to clarify that the 65.4% of total revenue in
2021 is the percentage of
brand revenue to total revenue. Also, disclose the percentage of
revenue generated by
Key Customers, percentage of revenue from brands generated by key
customers, and
percentage of brand revenue to total revenue for each period
presented, to add context to
the discussion.
3. We note in response to prior comment 11 you indicate the percentages
of revenue
from non-Key Customer brands, consumers subscribing for premium
value-added
functions in your mobile apps, and advertisement network service
providers. Please
revise your disclosures here to include these percentages for each
period presented.
Further, disclose the MAUs used to monitor the mobile app subscription
business and tell
us your consideration for disclosing the number of subscriptions for
each period. Also,
consider providing the information requested here and in the comment
above in a table for
easier reference and comparison.
Notes to Unaudited Condensed Financial Statements
Note 8 Subsequent Events, page F-38
4. Please revise to disclose the June 2022 Note as described on page 188.
General
5. We note your response to comment 10 and have the following comments:
Please describe in greater detail how the NFTs operate (i.e., how do
consumers use
them) and the use case for the NFTs in the context of a virtual
try-on for fashion
and beauty products. Please also explain why you refer to these
products as NFTs
when they appear to be fungible given the quantities of each that
are minted.
Please supplementally provide us with a more detailed description of
the subscription
service you intend to offer when you deploy the SaaS module. Please
also explain to
FirstName LastNameAlice
us how you willChang
operate this service to ensure that NFTs minted
through the module
Comapany will
NamePerfect Corp. and, therefore, that you are not facilitating,
or causing you to
not be securities
engage
July 29, 2022 Page in,
2 transactions in unregistered securities.
FirstName LastName
Alice Chang
FirstName LastNameAlice Chang
Perfect Corp.
Comapany
July NamePerfect Corp.
29, 2022
July 29,
Page 3 2022 Page 3
FirstName LastName
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.
Sincerely,
Division of
Corporation Finance
Office of Technology