| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Ordinary Shares, par value of $0.10 per share |
| (b) | Name of Issuer:
Perfect Corp. |
| (c) | Address of Issuer's Principal Executive Offices:
14F., NO. 98, MINQUAN RD., XINDIAN DISTRICT, NEW TAIPEI CITY,
TAIWAN
, 231. |
Item 1 Comment:
This Amendment No. 2 (this "Amendment No. 2") amends and supplements the Schedule 13D filed with the U.S. Securities and Exchange Commission (the "SEC") on February 13, 2023 (the "Schedule 13D"), as amended by Amendment No. 1 thereto. This Amendment No. 2 is being filed to report, among other things, the execution of the Merger Agreement, the Consortium Termination Agreement and the CyberLink Support Agreement (each as defined below). This Amendment No. 2 amends and restates in entirety the disclosures in Item 3 ("Source and Amount of Funds or Other Consideration"), Item 4 ("Purpose of Transaction"), Item 5 ("Interest in Securities of the Issuer"), Item 6 ("Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer") and Item 7 ("Material to be Filed as Exhibits") of the Schedule 13D. Unless otherwise amended or supplemented herein, the disclosures set forth in the Schedule 13D remain unchanged. Capitalized terms used herein but not defined shall have the meanings set forth in the Schedule 13D. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | On July 10, 2026, ProjectNY, an exempted company with limited liability incorporated under the laws of the Cayman Islands ("Merger Sub"), and Perfect Corp., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the "Issuer" or the "Company"), entered into an Agreement and Plan of Merger (as may be amended, supplemented or otherwise modified from time to time, the "Merger Agreement"), pursuant to which Merger Sub will be merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as the surviving company (the "Surviving Company"). Merger Sub is controlled by the Chairwoman Parties and, as of the date of this Amendment No. 2, does not own any Shares.
Pursuant to the Merger Agreement, at the Effective Time, each Class A ordinary share, par value US$0.10 per share, and each Class B ordinary share, par value US$0.10 per share, of the Issuer, other than Dissenting Shares, Continuing Shares and Excluded Shares, will be cancelled and cease to exist in consideration for the right to receive US$2.00 in cash per Share, without interest. The 36,960,961 Class A ordinary shares held by CyberLink International Technology Corp. ("CyberLink International") will constitute Continuing Shares, will not be cancelled in the Merger and will remain outstanding and continue to exist without interruption as ordinary shares of the Surviving Company. CyberLink International will not receive the Per Share Merger Consideration in respect of such Continuing Shares.
The Reporting Persons do not expect to expend funds to purchase additional Shares in connection with the Merger and do not have any payment obligations under the Limited Guarantee described in Item 4. The cash consideration payable to holders of Shares entitled to receive the Per Share Merger Consideration, together with other amounts payable in connection with the Merger, is expected to be funded through available cash of the Issuer in accordance with the terms of the Merger Agreement.
The information set forth in or incorporated by reference in Item 4 of this statement is incorporated herein by reference in its entirety. |
| Item 4. | Purpose of Transaction |
| | As previously disclosed, on March 18, 2026, Ms. Alice H. Chang ("Ms. Chang") and her controlled affiliates GOLDEN EDGE CO., LTD. ("Golden Edge"), DVDonet.com. Inc. ("DVDonet") and World Speed Company Limited ("World Speed" and, together with Ms. Chang, Golden Edge and DVDonet, the "Chairwoman Parties"), and CyberLink International entered into a consortium agreement (the "Consortium Agreement") in connection with a proposed going-private transaction involving the Issuer. In connection with the Consortium Agreement, the Chairwoman Parties and CyberLink International submitted a preliminary non-binding proposal, dated March 18, 2026 (the "Proposal"), to the Issuer's board of directors to acquire all of the outstanding ordinary shares of the Issuer not owned by them for US$1.95 per ordinary share in cash.
On July 10, 2026, the Chairwoman Parties and CyberLink International entered into a Termination Agreement (the "Consortium Termination Agreement"), pursuant to which the Consortium Agreement was terminated in its entirety and ceased to be of further force or effect. The Consortium Termination Agreement provides that, as of the date thereof, no party has any further rights or obligations under the Consortium Agreement and that CyberLink International will have no obligations with respect to the Transaction except as expressly set forth in the CyberLink Support Agreement (as defined below), the Consortium Termination Agreement or any other written agreement to which CyberLink International is a party in connection with the Transaction. Accordingly, CyberLink International ceased to participate as a member of the consortium formed pursuant to the Consortium Agreement and will instead have a limited and passive role in the Transaction as a continuing shareholder of the Issuer.
On July 10, 2026, Merger Sub and the Issuer entered into the Merger Agreement. Pursuant to the Merger Agreement, and subject to the terms and conditions thereof, Merger Sub will merge with and into the Issuer, with the Issuer continuing as the Surviving Company. At the Effective Time, each Share, other than Dissenting Shares, Continuing Shares and Excluded Shares, will be cancelled in exchange for the right to receive US$2.00 in cash per Share, without interest. Each Continuing Share will not be cancelled in the Merger and will remain outstanding and continue to exist without interruption as one validly issued, fully paid and non-assessable ordinary share of the Surviving Company. The Continuing Shares held by the Chairwoman Parties and CyberLink International will constitute all of the issued and outstanding share capital of the Surviving Company immediately after the Effective Time. The Merger Agreement also provides for, among other things, the treatment of Company Options, Company Warrants and Company Earnout Shares, the delisting of the Issuer's Class A ordinary shares from the New York Stock Exchange and the deregistration of the Issuer's equity securities under the Act.
On July 10, 2026, as an inducement to the Issuer's willingness to enter into the Merger Agreement, CyberLink International entered into a Voting and Support Agreement with Merger Sub (the "CyberLink Support Agreement"). Pursuant to the CyberLink Support Agreement, CyberLink International agreed, among other things, (i) to vote all of its Securities in favor of the authorization and approval of the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, subject to the terms and conditions set forth therein, (ii) to vote against certain competing or inconsistent transactions or actions, (iii) to comply with certain restrictions on transfers of its Securities, (iv) to waive appraisal or dissenters' rights with respect to its Securities, (v) that its Continuing Shares will not be cancelled in the Merger and will remain outstanding and continue to exist without interruption as ordinary shares of the Surviving Company and (vi) to provide certain information and disclosure cooperation in connection with the Transaction. The CyberLink Support Agreement provides that CyberLink International will receive no cash consideration for its Continuing Shares.
On July 10, 2026, Merger Sub entered into a separate Voting and Support Agreement with the Chairwoman Parties (the "Chairwoman Support Agreement"), and Ms. Chang entered into a limited guarantee in favor of the Issuer (the "Limited Guarantee") to guarantee certain payment obligations of Merger Sub under the Merger Agreement, subject to the cap and other limitations set forth therein. The Reporting Persons are not parties to the Chairwoman Support Agreement or the Limited Guarantee and do not have any rights or obligations thereunder.
If the Merger is completed, the Issuer's Class A ordinary shares would be delisted from the New York Stock Exchange, and the Issuer's obligation to file periodic reports under the Act would terminate. In addition, consummation of the Merger may result in one or more of the actions specified in clauses (a)-(j) of Item 4 of Schedule 13D, including the acquisition or disposition of securities of the Issuer, a merger or other extraordinary transaction involving the Issuer, a change to the board of directors of the Issuer, and changes to the Issuer's memorandum and articles of association to reflect that the Issuer would become a privately held company.
Other than as described in this Item 4, none of the Reporting Persons currently has any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D. No assurance can be given that the Merger will be consummated.
The information disclosed in this Item 4 does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, the Consortium Termination Agreement and the CyberLink Support Agreement, each of which is filed as an exhibit hereto or incorporated herein by reference. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The information of the Reporting Persons with respect to Rows 7 through 13 (including the footnotes to such information) of the cover pages to this Amendment No. 2 is incorporated herein by reference in its entirety.
As a result of the Consortium Termination Agreement, the Consortium Agreement was terminated in its entirety and any group that may have been deemed to exist solely as a result of the Consortium Agreement and the Proposal may be deemed to have terminated. However, as a result of the Merger Agreement, the CyberLink Support Agreement and the related transaction arrangements described herein, the Reporting Persons and the Chairwoman Parties may be deemed to be members of a "group" within the meaning of Section 13(d)(3) of the Act and Rule 13d-5 promulgated under the Act. As such, the group may be deemed to beneficially own, in the aggregate, 54,346,935 ordinary shares (consisting of 37,558,217 Class A ordinary shares and 16,788,718 Class B ordinary shares, excluding any ordinary shares issuable upon the Chairwoman Parties' or CyberLink International's exercise of options or warrants within 60 days), which represent 53.4% of the total outstanding ordinary shares or 81.2% of the total voting power, calculated based on a total number of 101,848,671 issued and outstanding ordinary shares (consisting of 85,059,953 Class A ordinary shares and 16,788,718 Class B ordinary shares) of the Issuer as of December 31, 2025.
The Reporting Persons expressly disclaim beneficial ownership of the ordinary shares that are beneficially owned by the Chairwoman Parties and any other reporting persons. Neither the filing of this Amendment No. 2, the Schedule 13D nor any of its contents shall be deemed to constitute an admission by the Reporting Persons that any of them is the beneficial owner of any of the ordinary shares beneficially owned in the aggregate by any other member of any such group for purposes of Section 13(d) of the Act or for any other purpose. The Reporting Persons are only responsible for the information contained in the Schedule 13D and this Amendment No. 2 and assume no responsibility for information contained in any other Schedule 13D and/or amendments filed by any other reporting person. |
| (b) | See (a) above. |
| (c) | Except as set forth in Items 3, 4 and 6, to the knowledge of each of the Reporting Persons with respect to the persons named in response to Item 5(a), none of the persons named in response to Item 5(a) has effected any transactions in the Class A ordinary shares of the Issuer during the past 60 days. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | Pursuant to Rule 13d-1(k) promulgated under the Act, the Reporting Persons have entered into an agreement on February 10, 2023, with respect to the joint filing of the Schedule 13D and any amendment or amendments hereto. Such joint filing agreement is attached as an exhibit hereto and is incorporated herein by reference.
The Merger Agreement, the Consortium Termination Agreement and the CyberLink Support Agreement, each of which is filed as an exhibit hereto or incorporated herein by reference, are incorporated herein by reference in their entirety. In addition, the information set forth in Items 3, 4 and 5 of this statement is incorporated by reference in its entirety into this Item 6.
As described in Item 4, Merger Sub has entered into the Chairwoman Support Agreement with the Chairwoman Parties, and Ms. Chang has entered into the Limited Guarantee in favor of the Issuer. The Reporting Persons are not parties to the Chairwoman Support Agreement or the Limited Guarantee and do not have any rights or obligations thereunder.
To the knowledge of the Reporting Persons, except as provided herein, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between any of the Reporting Persons and any other person with respect to any securities of the Issuer, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power over the securities of the Issuer. |
| Item 7. | Material to be Filed as Exhibits. |
| | Item 7 of the Schedule 13D is hereby amended and supplemented by the following:
4 Agreement and Plan of Merger, dated as of July 10, 2026, by and between ProjectNY and Perfect Corp., incorporated herein by reference to Exhibit 99.2 to the Current Report on Form 6-K furnished by the Issuer to the SEC on July 10, 2026.
5 Termination Agreement, dated as of July 10, 2026, by and among Alice H. Chang, GOLDEN EDGE CO., LTD., DVDonet.com. Inc., World Speed Company Limited and CyberLink International Technology Corp.
6 Voting and Support Agreement, dated as of July 10, 2026, by and between ProjectNY and CyberLink International Technology Corp. |
