| 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 Road, Xindian District, New Taipei City, TAIWAN,
TAIWAN, PROVINCE OF CHINA
, 231. |
Item 1 Comment:
This Amendment No. 1 (this "Amendment No. 1") 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 filed with the U.S. Securities and Exchange Commission (the "SEC") on February 5, 2025 (the "Schedule 13D"). Unless as otherwise amended or restates 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 |
| | The Reporting Persons anticipate that, at a price of US$1.95 per ordinary share in cash set forth in the Proposal (as defined below)., an aggregate amount of approximately US$92.6 million will be expended in acquiring all of the outstanding ordinary shares of the Issuer, other than the ordinary shares owned by the Consortium Members (as defined below). This amount excludes (a) the estimated funds required to pay for the outstanding warrants and options to purchase the ordinary shares; and (b) the estimated transaction costs associated with the Transaction (as defined below).
It is anticipated that the Transaction (as defined below) will be financed by equity capital from the Consortium Members in the form of rollover equity in the Issuer and available unrestricted cash from the Issuer. Debt financing may also be arranged to the extent necessary or desirable at the sole discretion of the Lead Consortium Members (as defined below).
The information set forth in or incorporated by reference in Items 4 of this statement is incorporated herein by reference in its entirety. |
| Item 4. | Purpose of Transaction |
| | On March 18, 2026, Ms. Alice H. Chang ("Ms. Chang"), and her controlled affiliates GOLDEN EDGE CO., LTD., DVDonet.com. Inc. and World Speed Company Limited (collectively, the "Chairwoman Parties"), CyberLink International Technology Corp. ("CyberLink", together with the Chairwoman Parties, the " Consortium Members") entered into a consortium agreement (the "Consortium Agreement"), pursuant to which the Consortium Members agreed to cooperate in good faith to undertake an acquisition transaction with respect to the Issuer (the "Transaction"). The Consortium Agreement provides, among other things, that: (i) the Consortium Members shall work jointly to engage joint advisors to the consortium, negotiate and determine the terms of the Transaction, determine the financing structure of the Transaction, negotiate and determine the terms of the debt financing to the extent it is required for the Transaction, and admit new consortium members; and (ii) the Consortium Members shall use reasonable best efforts and jointly cooperate in good faith in securing the debt financing to the extent it is required for the Transaction, obtaining applicable approvals, licenses, waivers or exemptions for the consummation of the Transactions, and preparing and negotiating definitive documentation and other related documentation with respect to the Transaction. During the period beginning on the date of the Consortium Agreement and ending on the earlier of (x) the date that is 12 months after the date of the Consortium Agreement and (y) the termination of the Consortium Agreement upon the occurrence of certain termination events as set forth therein, the Consortium Members have agreed to work exclusively with respect to the Transaction and not to, among other things, (i) make or facilitate a competing proposal for the acquisition of control of the Issuer or (ii) acquire or dispose of any securities of the Issuer.
In connection with the execution of the Consortium Agreement, on March 18, 2026, the Consortium Members submitted a preliminary non-binding proposal (the "Proposal") to the Issuer's board of directors in connection with the Transaction. Under the Proposal, the Consortium Members proposed to acquire, through an acquisition company to be formed by them, all of the outstanding ordinary shares of the Issuer not owned by the Consortium Members for US$1.95 per ordinary share in cash, representing a premium of 44.4% to the closing price of the Issuer's Class A ordinary shares on March 17, 2026 and a premium of 35.4% and 23.4% to the volume-weighted average closing price during the last 30 and 60 trading days, respectively. The Consortium Members intend to finance the Transaction by equity capital from the Consortium Members in the form of rollover equity in the Issuer and available unrestricted cash from the Issuer. The Proposal also provides that, among other things, the Consortium Members will negotiate and execute definitive agreements with respect to the Transaction that will include provisions typical, customary and appropriate for transactions of this type.
If the Transaction 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 Transaction 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 (as the surviving company in the merger), and a change in 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 any proposal, any definitive agreement or any transaction relating to the Transaction will be entered into or consummated. The Proposal provides that a binding commitment with respect to the Transaction will result only from the execution of definitive agreements and then will be on terms and conditions provided in such documentation.
The information disclosed in this Item 4 does not purport to be complete and is qualified in its entirety by reference to the Consortium Agreement and the Proposal, each of which is attached as an exhibit hereto and is 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. 1 is incorporated herein by reference in its entirety.
As a result of the execution of the Consortium Agreement and submission of the Proposal, the Reporting Persons and CyberLink 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 Consortium Members' 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 as of the date hereof, 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. However, the Reporting Persons expressly disclaim the beneficial ownership of the ordinary shares that are beneficially owned by CyberLink and other reporting persons (if any). Neither the filing of this Amendment No.1, the Schedule 13D nor any of its contents, however, 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 other members of the "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.1, 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 and 4, 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 5, 2025, 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 Consortium Agreement and the Proposal, each of which is attached as an exhibit hereto and is 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.
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. |
| | 1 Joint Filing Agreement, dated as of February 5, 2025, by and among the Reporting Persons (https://www.sec.gov/Archives/edgar/data/1899830/000089843225000092/exh99-1.htm)
2 Consortium Agreement, dated as of March 18, 2026, by and among Alice H. Chang, GOLDEN EDGE CO., LTD., World Speed Company Limited, DVDonet.com. Inc. and CyberLink International Technology Corp.
3 Preliminary Non-Binding Proposal dated March 18, 2026 |
