United States securities and exchange commission logo
November 23, 2022
Alice H. 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-1
Filed October 28,
2022
File No. 333-268057
Dear Alice H. Chang:
We have limited our review of your registration statement to
those issues we have
addressed in our 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-1 Filed October 28, 2022
Cover Page
1. For each of the shares
and warrants being registered for resale, disclose the price that each
selling securityholder
or group of selling securityholders paid for such shares and
warrants. Highlight any
differences in the current trading price, the prices at which the
selling securityholders
acquired their shares and warrants, and the price that the public
securityholders
acquired their shares and warrants. Disclose that while the selling
securityholders may
experience a positive rate of return based on the current trading price,
the public
securityholders may not experience a similar rate of return on the securities
they purchased due to
differences in the purchase prices and the current trading price.
Alice H. Chang
FirstName LastNameAlice H. Chang
Perfect Corp.
Comapany 23,
November NamePerfect
2022 Corp.
November
Page 2 23, 2022 Page 2
FirstName LastName
Please also disclose the potential profit the selling securityholders
will earn based on the
current trading price. Additionally, please include disclosure
addressing the related risks.
2. Revise your cover page to identify your controlling shareholder and
discuss the dual class
voting structure of your common stock. Disclose the controlling
shareholder's total voting
power and cross-reference a longer discussion of the effects of your
status as a "controlled
company."
3. Disclose the exercise prices of the warrants compared to the market
price of the
underlying security. If the warrants are out the money, please
disclose the likelihood that
warrant holders will not exercise their warrants. Provide similar
disclosure in the
prospectus summary, risk factors, MD&A and use of proceeds section and
disclose that
cash proceeds associated with the exercises of the warrants are
dependent on the stock
price. As applicable, describe the impact on your liquidity and update
the discussion on
the ability of your company to fund your operations on a prospective
basis with your
current cash on hand.
4. We note the Form 8-K filed by Provident on October 28, 2022,
indicating the significant
number of redemptions of your Class A ordinary shares in connection
with your business
combination. Include disclosure about the number of redemptions in
your registration
statement and address the fact that such redemptions significantly
reduced the gross
proceeds to the Company from the business combination and will also
impact the liquidity
of your securities. Disclose on your cover page that the shares being
registered for resale
will constitute a considerable percentage of your public float. We
also note that many of
the shares being registered for resale were purchased by the selling
securityholders for
prices considerably below the current market price of the Class A
ordinary shares.
Highlight the significant negative impact sales of shares on this
registration statement
could have on the public trading price of your Class A ordinary
shares.
5. Disclose on your cover page that you have operations and generate
revenue in
the People s Republic of China (the "PRC") and, as a result, face
certain legal risks and
uncertainties relating to the laws and regulations of the PRC. Note
the consequences of
any penalties, proceedings or actions that may disrupt your business
operations and
materially and adversely affect your reputation, business, financial
condition and results of
operations and may cause the value of your securities to significantly
decline or become
worthless. Include a cross-reference to the discussion of these risks
in your prospectus.
Risk Factors
Sales of a substantial number of our securities in the public market by our
existing
securityholders could cause the price of our. . ., page 42
6. You state that sales of a substantial number of your securities in the
public market by your
existing securityholders "could" depress the price of your securities.
Update this risk
factor, including the caption, to reflect that your registration
statement is facilitating such
sales and that you are registering a substantial amount of your
outstanding securities for
Alice H. Chang
Perfect Corp.
November 23, 2022
Page 3
resale. Further, revise your risk factor disclosure to highlight the
negative pressure
potential sales of shares pursuant to this registration statement
could have on the public
trading price of the Class A ordinary shares. To illustrate this risk,
disclose the purchase
price of the securities being registered for resale and the percentage
that these shares
currently represent of the total number of shares outstanding. Also
disclose that even
though the current trading price is below the SPAC IPO price, the
private investors have
an incentive to sell because they will still profit on sales because
of the lower price at
which they purchased their shares as compared to the public investors.
Company Overview, page 115
7. In light of the significant number of redemptions and the unlikelihood
that the company
will receive significant proceeds from exercises of the warrants
because of the disparity
between the exercise price of the warrants and the current trading
price of the Class A
ordinary shares, expand your discussion of capital resources to
address any changes in the
company s liquidity position since the business combination. If the
company is likely to
have to seek additional capital, discuss the effect of this offering
on the company s ability
to raise additional capital.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
115
8. We note that the projected revenues for 2022 were $60.7 million, as
set forth in the
unaudited prospective financial information management prepared and
provided to the
board of Provident in connection with the evaluation of the Business
Combination. We
also note that your actual revenues for the Six Months Ended June 30,
2022 were
approximately $23.4 million. It appears that there is a possibility
you will miss your 2022
revenue projection. Please update your disclosure in Liquidity and
Capital Resources, and
elsewhere, to provide updated information about the company s
financial position and
further risks to the business operations and liquidity in light of
these circumstances.
Selling Securityholders, page 150
9. Please identify any selling stockholder that is a registered
broker-dealer or an affiliate of a
broker-dealer. Please note that a registration statement registering the
resale of shares
being offered by a broker-dealer must identify the broker-dealer as an
underwriter if the
shares were not issued as underwriting compensation. For a selling
stockholder that is an
affiliate of a broker-dealer, your prospectus must state, if true, that:
(1) the seller
purchased the securities in the ordinary course of business; and (2) at
the time of purchase
of the securities you are registering for resale, the seller had no
agreements or
FirstName LastNameAlice H. Chang
understandings, directly or indirectly, with any person, to distribute
the securities. If you
Comapany NamePerfect
are unable to makeCorp.
these statements in the prospectus, please
disclose that the selling
stockholder is
November 23, 2022 Page 3 an underwriter.
FirstName LastName
Alice H. Chang
FirstName LastNameAlice H. Chang
Perfect Corp.
Comapany 23,
November NamePerfect
2022 Corp.
November
Page 4 23, 2022 Page 4
FirstName LastName
Exhibits
10. We note that counsel's legal opinion filed as Exhibit 5.1 opines with
respect to
the 38,850,406 shares of Class A ordinary shares and 9,350,000 shares
issuable upon
exercises of the warrants. Please have counsel revise its legal
opinion to include
the 2,750,000 Class A ordinary shares issuable upon exercises of
Perfect Forward
Purchase Warrants that you are registering or advise.
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.
Please contact Patrick Faller, Staff Attorney, at (202) 551-4438 or
Joshua Shainess, Legal
Branch Chief, at (202) 551-7951 with any questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Joon Seok Hong