tm228803-9_prer14a - block

TABLE OF CONTENTS

The information in this preliminary proxy statement/prospectus is not complete and may be changed. These securities may not be issued until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and does not constitute the solicitation of an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS, SUBJECT TO COMPLETION,
DATED MAY 26, 2022

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF

PROVIDENT ACQUISITION CORP.

(A CAYMAN ISLANDS EXEMPTED COMPANY)

PROSPECTUS FOR

28,415,000 CLASS A ORDINARY SHARES,
18,100,000 REDEEMABLE WARRANTS AND 18,100,000 CLASS A
ORDINARY SHARES UNDERLYING REDEEMABLE WARRANTS
IN EACH CASE, OF

PERFECT CORP.

The board of directors of Provident Acquisition Corp., a Cayman Islands exempted company with limited liability (“Provident” or “PAQC”), has approved the Agreement and Plan of Merger (the “Business Combination Agreement”), dated as of March 3, 2022, by and among Provident, Perfect Corp., a Cayman Islands exempted company with limited liability (the “Company” or “Perfect”), Beauty Corp., a Cayman Islands exempted company with limited liability and a wholly owned subsidiary of Perfect (the “Merger Sub 1”), and Fashion Corp., a Cayman Islands exempted company with limited liability and a wholly owned subsidiary of Perfect (the “Merger Sub 2”). Pursuant to the Business Combination Agreement, (i) Merger Sub 1 will merge with and into Provident (the “First Merger”), with Provident surviving the First Merger as a wholly owned subsidiary of Perfect (Provident, as the surviving company of the First Merger, the “First Merger Surviving Company”), and (ii) immediately following the First Merger and as part of the same overall transaction, the First Merger Surviving Company will merge with and into Merger Sub 2 (the “Second Merger,” and together with the First Merger, the “Mergers”), with Merger Sub 2 surviving the Second Merger as a wholly owned subsidiary of Perfect (Merger Sub 2, as the surviving company of the Second Merger, the “Second Merger Surviving Company”). As a result of the Mergers, and upon consummation of the Mergers and the other transactions contemplated by the Business Combination Agreement (the “Business Combination” and together with transactions contemplated by agreements, instruments and documents contemplated by the Business Combination Agreement, the “Proposed Transactions”), the shareholders of Provident will become shareholders of Perfect. The respective times at which the First Merger and the Second Merger become effective is referred to as the “First Merger Effective Time” and “Second Merger Effective Time,” respectively. The consummation of the Mergers is referred to as the “Closing”.

Concurrently with the execution of the Business Combination Agreement, certain investors (the “PIPE Investors”) have entered into certain subscription agreements (each, a “Subscription Agreement”, and together, the “Subscription Agreements”), pursuant to which the PIPE Investors have committed to purchase Class A ordinary shares of Provident, par value $0.0001 per share (the “Provident Class A Ordinary Shares”) at a price of $10.00 per share for an aggregate purchase price of $50,000,000 (the “PIPE Investment”) on the date that is one business day prior to the date of the First Merger Effective Time. Under the Subscription Agreements, the obligations of the parties to consummate the PIPE Investment are subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, among others, (i) the absence of a legal prohibition on consummating the PIPE Investment, (ii) all conditions precedent under the Business Combination Agreement having been satisfied or waived, (iii) the accuracy of representations and warranties in the Subscription Agreements in all material respects and (iv) material compliance with covenants in the Subscription Agreements.

In connection with the Initial Public Offering of Provident, Provident and certain investors (the “FPA Investors”) entered into certain forward purchase agreements (each, a “Forward Purchase Agreement”, and together, the Forward Purchase Agreements), pursuant to which the FPA Investors agreed to subscribe for and purchase, and Provident agreed to issue and sell to such FPA Investors, collectively, 5,500,000 Provident Class A Ordinary Shares (“Forward Purchase Shares”) and 2,750,000 warrants to purchase Provident Class A Ordinary Shares (“Forward Purchase Warrants”) in consideration for an aggregate purchase price of $55,000,000 (the “FPA Investment”). Under the Forward Purchase Agreements, the obligations of the parties to consummate the FPA Investment are subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, among others, (i) the target business not

TABLE OF CONTENTS

conducting operations in the commodities, natural resources or mining industries or sectors, (ii) the absence of a legal prohibition on consummating the FPA Investment, (ii) all conditions precedent under the Business Combination having been satisfied or waived, (iii) the accuracy of representations and warranties in the Forward Purchase Agreements in all material respects and (iv) material compliance with covenants in the Forward Purchase Agreements.

Pursuant to the Business Combination Agreement, (i) immediately prior to the First Merger Effective Time, each issued and outstanding Class B ordinary share of Provident, par value $0.0001 per share (the “Provident Class B Ordinary Shares,” and together with the Provident Class A Ordinary Shares, the “Provident Ordinary Shares”), will be automatically converted into a number of Provident Class A Ordinary Shares in accordance with the conversion ratio (the “Conversion Ratio”) provided under the Amended and Restated Memorandum and Articles of Association of Provident (“Provident’s Articles”), and (ii) at the First Merger Effective Time, (A) each issued and outstanding Provident Class A Ordinary Share (other than the Provident Dissenting Shares (as defined below)) will be cancelled in exchange for the right to receive one Class A ordinary share of Perfect, par value $0.10 per share (each, a “Perfect Class A Ordinary Share”), and (B) each issued and outstanding Provident Class A Ordinary Share (each, a “Provident Dissenting Share”) that is held by any person who has validly exercised and not effectively withdrawn or lost their right to dissent from the First Merger in accordance with Section 238 of the Companies Act (As Revised) of the Cayman Islands (the “Companies Act”) will be cancelled and carry no right other than the right to receive the payment of the fair value of such Provident Dissenting Share determined in accordance with Section 238 of the Companies Act. In addition, pursuant to the Sponsor Letter Agreement, dated March 3, 2022, by and between Provident, Perfect and Provident Acquisition Holdings Ltd., a Cayman Islands exempted company (the “Sponsor”), (i) if the Conversion Ratio is less than the sum of (I) one plus (II) the quotient of (A) the number of Forward Purchase Shares divided by (B) 23,000,000 (the “Target Conversion Ratio”), Perfect will issue additional Perfect Class A Ordinary Shares to the former holders of Provident Class B Ordinary Shares to make the total number of Perfect Class A Ordinary Shares held by each such holder immediately after the First Merger Effective Time equal to an amount that such holder would hold had the Provident Class B Ordinary Shares been converted into Provident Class A Ordinary Shares at the Target Conversion Ratio, and (ii) 25.90333% of the Perfect Class A Ordinary Shares held by the Sponsor as of immediately after the First Merger Effective Time (after the share issuance described in the foregoing (i)) will be surrendered and cancelled.

Pursuant to the Business Combination Agreement, at the First Merger Effective Time and as a result of the First Merger, each outstanding and unexercised warrant of Provident included in the Units (as defined below) sold to the public in connection with Provident’s Initial Public Offering (each, a “Public Warrant”), each outstanding and unexercised warrant of Provident sold to the Sponsor in a private placement in connection with Provident’s Initial Public Offering (each, a “Private Placement Warrant,” and together with the Public Warrants, the “Provident Warrants”), and each Forward Purchase Warrant will be converted into and become a right to receive a corresponding warrant exercisable for Perfect Class A Ordinary Shares. Immediately prior to the First Merger Effective Time, each issued and outstanding unit issued in Provident’s Initial Public Offering (each, a “Unit”), consisting of one Provident Class A Ordinary Share and one-half of one Public Warrant, will be automatically separated and the holder thereof will be deemed to hold one Provident Class A Ordinary Share and one-half of one Public Warrant (the “Unit Separation”). No fractional Public Warrants will be issued in connection with such Unit Separation such that if a holder of such Units would be entitled to receive a fractional Public Warrant upon such Unit Separation, the number of Public Warrants to be issued to such holder upon such Unit Separation will be rounded down to the nearest whole number of Public Warrants and no cash will be paid in lieu of such fractional Public Warrants.

Pursuant to the Business Combination Agreement, (i) at the First Merger Effective Time and as a result of the First Merger, each ordinary share of Merger Sub 1, par value $0.10 per share, issued and outstanding immediately prior to the First Merger Effective Time will be automatically converted into one ordinary share of the First Merger Surviving Company, par value $0.10 per share, and (ii) at the Second Merger Effective Time and as a result of the Second Merger, each ordinary share of the First Merger Surviving Company, par value $0.10 per share, and each ordinary share of Merger Sub 2, par value $0.10 per share, issued and outstanding immediately prior to the Second Merger Effective Time will be automatically converted into one ordinary share of the Second Merger Surviving Company, par value $0.10 per share.

As a result of the Business Combination, assuming that no shareholders of Provident elect to redeem their Provident Class A Ordinary Shares issued as part of the Units sold in Provident’s Initial Public Offering for cash in connection therewith as permitted by Provident’s Articles and that none of Provident shareholders exercises their dissenters’ rights, the shareholders of Perfect immediately prior to the First Merger Effective Time and the shareholders of Provident immediately prior to the First Merger Effective Time (including the PIPE Investors and FPA Investors) will own approximately 68.4% and 31.6%, respectively, of Perfect Class A Ordinary Shares to be outstanding immediately after the Business Combination, which do not include the Perfect Class A Ordinary Shares reserved for issuance under the Perfect Incentive Plan or the Perfect Class B Ordinary Shares.

Immediately prior to the First Merger Effective Time, Perfect’s outstanding share capital will be recapitalized to consist of Perfect Class A Ordinary Shares and Class B ordinary shares of Perfect, par value $0.10 per share (the “Perfect Class B Ordinary Shares”). Alice H. Chang, the founder and Chief Executive Officer (the “CEO”) of Perfect, together with certain entities wholly owned by her, will beneficially own all issued and outstanding Perfect Class B Ordinary Shares. Immediately following the consummation of the Business Combination, those Perfect Class B Ordinary Shares will constitute 12.0% of Perfect’s total issued and outstanding ordinary shares and 57.7% of the aggregate voting power of Perfect’s total issued and outstanding ordinary

TABLE OF CONTENTS

shares, assuming that none of Provident’s existing Public Shareholders elect to have their Provident Class A Ordinary Shares redeemed for cash in connection with the Business Combination as permitted by Provident’s Articles and that none of Provident shareholders exercise their dissenters’ rights. Such percentages would be even larger if any Public Shareholders exercise their redemption rights or dissenters’ rights. Holders of Perfect Class A Ordinary Shares and Perfect Class B Ordinary Shares have the same rights except for voting and conversion rights. Each Perfect Class A Ordinary Share is entitled to one vote, and is not convertible into Perfect Class B Ordinary Shares under any circumstances. Each Perfect Class B Ordinary Share is entitled to ten votes and is convertible into one Perfect Class A Ordinary Share at any time by the holder thereof.

Due to the dual class structure described above, Perfect will be a “controlled company” within the meaning of the Nasdaq corporate governance rules immediately after the Business Combination. See “Beneficial Ownership of Securities”.

Under the Business Combination Agreement, the Closing therein is subject to a number of conditions, including that (i) Provident shareholders approve all proposals relating to the Proposed Transactions to be presented at the Meeting (as defined below) and (ii) the funds contained in Provident’s trust account (after taking into accounts payments by Provident to the Public Shareholders who exercise their redemption rights, as described herein), together with the aggregate amount of proceeds from the PIPE Investment and the FPA Investment, equal or exceed $125 million. If any of the conditions to Provident’s or Perfect’s obligation to consummate the Business Combination is not satisfied (or waived by the party entitled to waive), then the parties to the Business Combination Agreement will not be required to consummate the Business Combination.

Proposals to approve the Business Combination Agreement and the other matters discussed in this proxy statement/prospectus will be presented at the extraordinary general meeting of Provident scheduled to be held on , 2022 (the “Meeting”).

Provident has significant ties to Hong Kong, including that it is located in Hong Kong and a majority of its current executive officers are also located in or have significant ties to Hong Kong. As a result of such ties, Provident faces certain legal risks and uncertainties relating to the laws and regulations of the People’s Republic of China (“PRC”). Although pursuant to the Basic Law of the Hong Kong Special Administrative Region (the “Basic Law”), which is a national law of the PRC and the constitutional document for Hong Kong, national laws of the PRC are not applied in Hong Kong, except for those listed in Annex III of the Basic Law, which are confined to laws relating to defense and foreign affairs as well as other matters outside the autonomy of Hong Kong, the laws and regulations in the PRC are complex and evolving, and their enactment timetable, interpretation and implementation involve significant uncertainties. If certain PRC laws and regulations were to become applicable to a company such as Provident, the application of such laws and regulations may have a material adverse impact on it, including its ability to continue the Business Combination or seek another target company, any of which may cause the value of Provident’s securities to significantly decline or, in extreme cases, become worthless. In addition, Provident’s existing Public Shareholders may experience difficulties in effecting service of legal process, enforcing their rights under Provident’s controlling agreements, enforcing foreign judgments or bringing actions in Hong Kong against Provident or Provident’s management or its board of directors based on foreign laws. We cannot assure you that the Chinese government will not intervene or influence Provident’s operations at any time prior to the Closing, or exert more control over offerings conducted overseas and/or foreign investment in Hong Kong-based issuers such as Provident. For details, see “Risk Factors—Risks Related to Provident’s Location in Hong Kong” beginning on page 102.

For the year ended December 31, 2021, Perfect’s revenue generated from the PRC represented less than 3% of Perfect’s total revenue for the same year. Perfect’s mobile apps are available for downloading and use in the PRC. Perfect has one operating subsidiary located in the PRC, and its business operations in the PRC are required to obtain and maintain applicable licenses and approvals from different regulatory authorities in order to provide its current services. Under the current PRC regulatory scheme, a number of regulatory agencies and local governments jointly regulate all major aspects of the internet industry and AI and AR industries. Operators in these industries must obtain various government approvals and licenses for relevant businesses. Perfect cannot assure you that it will not be found in violation of any future laws and regulations or any of the laws and regulations currently in effect due to future changes in the relevant authorities’ implementation or interpretation of these laws and regulations. If Perfect fails to complete, obtain or maintain any of the required licenses or approvals or make the necessary filings, or otherwise fails to comply with such laws and regulations, it may be subject to various penalties, such as the imposition of fines and the discontinuation or restriction of its operations in the PRC. Any such penalties, proceedings or actions may disrupt Perfect’s business operations and materially and adversely affect its reputation, business, financial condition and results of operations and Perfect’s ability to offer or continue to offer securities to investors, any of which may cause the value of Perfect’s securities to significantly decline or, in extreme cases, become worthless. For details, see “Risk Factors— Risks Related to Doing Business in the PRC” beginning on page 76.

The Units, the Provident Class A Ordinary Shares and the Provident Warrants are currently listed on the Nasdaq Capital Market (“Nasdaq”) under the symbols “PAQCU,” “PAQC” and “PAQCW,” respectively. Although Perfect is not currently a public reporting company, following the effectiveness of the registration statement of which this proxy statement/prospectus is a part and the Closing, Perfect will become subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Perfect intends to apply for listing of the Perfect Class A Ordinary Shares and Perfect Warrants on Nasdaq under the proposed symbols “PERF” and “PERFW” to be effective at the consummation of the Business Combination. It is a condition of the consummation of the Business Combination that the Perfect Class A Ordinary Shares and

TABLE OF CONTENTS

Perfect Warrants are approved for listing on Nasdaq (subject only to official notice of issuance thereof). While trading on Nasdaq is expected to begin on the first business day following the date of completion of the Business Combination, there can be no assurance that Perfect’s securities will be listed on Nasdaq or that another viable and active trading market will develop. See “Risk Factors” beginning on page 53 for more information.

As a holding company, Perfect may rely on dividends and other distributions on equity paid by its subsidiaries for its cash and financing requirements. If any of Perfect subsidiaries incur debt on its own behalf in the future, the instruments governing such debt may restrict their ability to pay dividends to Perfect. As of the date of this proxy statement/prospectus, neither Perfect nor any of its subsidiaries have ever paid dividends or made distributions.

Each of Provident and Perfect is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected to comply with certain reduced public company reporting requirements.

Perfect is also a “foreign private issuer,” as defined in the Exchange Act, and will be exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, Perfect’s officers, directors and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions under Section 16 of the Exchange Act. Moreover, Perfect will not be required to file periodic reports and financial statements with the U.S. Securities and Exchange Commission as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

This proxy statement/prospectus provides you with detailed information about the Proposed Transactions and other matters to be considered at the Meeting. We encourage you to carefully read this entire document and the documents incorporated by reference.

You should also carefully consider the risk factors described in “Risk Factors” beginning on page 53 of the accompanying proxy statement/prospectus.

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the transactions described in this proxy statement/prospectus or any of the securities to be issued in connection with the Proposed Transactions described in this proxy statement/prospectus, passed upon the merits or fairness of the Proposed Transactions described in this proxy statement/prospectus or related transactions or passed upon the adequacy or accuracy of the disclosure in this proxy statement/prospectus. Any representation to the contrary constitutes a criminal offense.

This proxy statement/prospectus is dated , 2022, and is first being mailed to Provident shareholders on or about , 2022.

TABLE OF CONTENTS

PROXY STATEMENT/PROSPECTUS

PROVIDENT ACQUISITION CORP.

Unit 11C/D, Kimley Commercial Building
142-146 Queen’s Road Central
Hong Kong

NOTICE OF EXTRAORDINARY GENERAL MEETING OF PROVIDENT ACQUISITION CORP.

TO BE HELD ON , 2022

TO THE SHAREHOLDERS OF PROVIDENT ACQUISITION CORP.:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “Meeting”) of Provident Acquisition Corp., a Cayman Islands exempted company with limited liability (“Provident,” “PAQC,” “we,” “us” or “our”), will be held on , 2022, at a.m., Eastern Time, at , and virtually with live webcast at https://www.cstproxy.com/paqc/2022. Due to health concerns stemming from the COVID-19 pandemic, and to support the health and well-being of our shareholders, we encourage shareholders to attend the extraordinary general meeting virtually. For the purposes of Cayman Islands law and the Amended and Restated Memorandum and Articles of Association of Provident (“Provident’s Articles”), the physical location of the Meeting shall be at the offices of . You are cordially invited to attend the Meeting, which will be held for the purposes of considering and voting upon, and if thought fit passing and approving, the following resolutions:

(1)

The Business Combination Proposal: as an ordinary resolution, that the Agreement and Plan of Merger, dated as of March 3, 2022 (the “Business Combination Agreement”), by and among Provident, Perfect Corp., a Cayman Islands exempted company with limited liability (the “Company” or “Perfect”), Beauty Corp., a Cayman Islands exempted company with limited liability and a wholly owned subsidiary of Perfect (the “Merger Sub 1”), and Fashion Corp., a Cayman Islands exempted company with limited liability and a wholly owned subsidiary of Perfect (the “Merger Sub 2”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, and the transactions contemplated thereunder (the “Business Combination” and together with transactions contemplated by agreements, instruments and documents contemplated by the Business Combination Agreement, the “Proposed Transactions”) including the mergers whereby Merger Sub 1 will merge with and into Provident (the “First Merger”), with Provident surviving the First Merger as a wholly owned subsidiary of Perfect (the “First Merger Surviving Company”), and immediately thereafter and as part of the same overall transaction, the First Merger Surviving Company will merge with and into Merger Sub 2 (the “Second Merger”), with Merger Sub 2 surviving the Second Merger as a wholly owned subsidiary of Perfect, be approved and authorized in all respects—we refer to this proposal as the “Business Combination Proposal”;

(2)

The Merger Proposal: as a special resolution, that the First Plan of Merger, a copy of which is attached to the accompanying proxy statement/prospectus as Annex C and will be produced and made available for inspection at the Meeting, and any and all transactions provided for in the First Plan of Merger, including, without limitation (a) the First Merger, (b) from the effective time of the First Merger (the “First Merger Effective Time”), the amendment and restatement of the existing memorandum and articles of association of Provident by deletion in their entirety and the substitution in their place of the amended and restated memorandum and articles of association of Provident (as the First Merger Surviving Company) in the form attached as Appendix II to the First Plan of Merger, being the memorandum and articles of association of Merger Sub 1, and (c) at the First Merger Effective Time, (i) the redesignation of all authorized shares of Provident (as the First Merger Surviving Company) as ordinary shares, such that the authorized share capital of the First Merger Surviving Company will become $22,100 divided into 221,000,000 ordinary shares of a par value of $0.0001 each (the “First Merger Surviving Company Share Redesignation”), (ii) upon the First Merger Surviving Company Share Redesignation becoming effective, the

TABLE OF CONTENTS

consolidation of the authorized share capital of the First Merger Surviving Company such that the authorized share capital of the First Merger Surviving Company will become $22,100 divided into 221,000 ordinary shares of a par value of $0.10 each (the “First Merger Surviving Company Share Consolidation”), and (iii) upon the First Merger Surviving Company Share Consolidation becoming effective, the increase of authorized share capital of the First Merger Surviving Company from $22,100 divided into 221,000 ordinary shares of a par value of $0.10 each to $50,000 divided into 500,000 ordinary shares of a par value of $0.10 each, be approved and authorized in all respects—we refer to this proposal as the “Merger Proposal”;

(3)

The Share Issuance Proposal: as an ordinary resolution, that for purposes of complying with applicable Nasdaq listing rules, the issuance of 20% or more of issued and outstanding ordinary shares of Provident (the “Provident Ordinary Shares”) in connection with the Business Combination and related financing, be approved and authorized in all respects—we refer to this proposal as the “Share Issuance Proposal”; and

(4)

The Adjournment Proposal: as an ordinary resolution, that the Meeting be adjourned to a later date or dates to be determined by the chairman of the Meeting, (a) if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Meeting, there are not sufficient votes to approve any of the other proposals presented to shareholders for vote, (b) to the extent necessary, to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to Provident shareholders or (c) if as of the time for which the Meeting is scheduled, there are insufficient Provident Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Meeting—we refer to this proposal as the “Adjournment Proposal”.

These items of business are described in the attached proxy statement/prospectus, which we encourage you to read in its entirety before voting. Only holders of record of Provident Ordinary Shares at the close of business on , 2022 (being the record date) are entitled to notice of the Meeting and to vote at the Meeting and any adjournments of the Meeting. A complete list of our shareholders of record entitled to vote at the Meeting will be available for ten days before the Meeting at our principal executive offices for inspection by shareholders during ordinary business hours for any purpose germane to the Meeting.

After careful consideration, our board of directors has determined that the Business Combination Proposal, the Merger Proposal, the Share Issuance Proposal and the Adjournment Proposal are fair to and in the best interests of Provident and its shareholders, and unanimously recommends that you vote or give instruction to vote “FOR” the Business Combination Proposal, “FOR” the Merger Proposal, “FOR” the Share Issuance Proposal, and “FOR” the Adjournment Proposal, if presented. When you consider the board of directors’ recommendation of these proposals, you should keep in mind that our directors and our officers have interests in the Proposed Transactions that may conflict with your interests as a shareholder. See the section entitled “Proposal No. 1—The Business Combination Proposal— Interests of Provident’s Directors and Officers in the Business Combination” in the accompanying proxy statement/prospectus.

The approval of the Business Combination Proposal, the Share Issuance Proposal and the Adjournment Proposal requires the affirmative vote of holders of at least a majority of the Provident Ordinary Shares being present in person or by proxy and entitled to vote thereon and who vote at the Meeting, and the Merger Proposal requires the affirmative vote of holders of a majority of at least two-thirds of the Provident Ordinary Shares being present in person or by proxy and entitled to vote thereon and who vote at the Meeting. If any of the Business Combination Proposal, the Merger Proposal or the Share Issuance Proposal is not approved or any of the applicable closing conditions in the Business Combination Agreement is not satisfied or waived, the Proposed Transactions will not be consummated. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

All Provident shareholders are cordially invited to attend the Meeting. To ensure your representation at the Meeting, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a shareholder of record of Provident Ordinary Shares, you may also cast your vote in person at the Meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker

TABLE OF CONTENTS

or bank on how to vote your shares or, if you wish to attend the Meeting and vote in person, obtain a proxy from your broker or bank.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

If you have any questions or need assistance voting your shares, please call our proxy solicitor, Morrow Sodali LLC, at 800-662-5200; banks and brokers may reach Morrow Sodali LLC at 203-658-9400.

On behalf of our board of directors, I thank you for your support and look forward to the successful completion of the Proposed Transactions.

By Order of the Board of Directors

Winato Kartono
Chairman

IF YOU RETURN YOUR PROXY CARD(S) WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ELECT THAT PROVIDENT REDEEM YOUR SHARES FOR CASH NO LATER THAN 5:00 P.M. EASTERN TIME ON , 2022 (TWO BUSINESS DAYS PRIOR TO THE EXTRAORDINARY GENERAL MEETING) BY (A) DELIVERING A REDEMPTION NOTICE TO PROVIDENT’S TRANSFER AGENT AND (B) TENDERING YOUR SHARES TO PROVIDENT’S TRANSFER AGENT. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARE CERTIFICATE AND REDEMPTION NOTICE ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. WHETHER OR NOT, OR HOW, YOU VOTE ON THE BUSINESS COMBINATION PROPOSAL OR ANY OTHER PROPOSAL, WILL NOT AFFECT YOUR ELIGIBILITY FOR EXERCISING REDEMPTION RIGHTS. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN “STREET NAME,” YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “THE EXTRAORDINARY GENERAL MEETING OF PROVIDENT SHAREHOLDERS—REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

This proxy statement/prospectus is dated , 2022 and is first being mailed to Provident shareholders on or about , 2022.

TABLE OF CONTENTS

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (the “SEC”), by Perfect, constitutes a prospectus of Perfect under Section 5 of the U.S. Securities Act of 1933, as amended (the “Securities Act”), with respect to the Perfect Class A Ordinary Shares to be issued to Provident shareholders, the warrants to acquire Perfect Class A Ordinary Shares to be issued to holders of Provident Warrants and the Perfect Class A Ordinary Shares underlying such warrants, in connection with the Business Combination. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the Meeting at which Provident shareholders will be asked to consider and vote upon the proposals to adopt the Business Combination Agreement, to adopt the First Plan of Merger, to approve the issuance of 20% or more of Provident’s issued and outstanding ordinary shares in connection with the Proposed Transactions and related financing, and to adjourn the Meeting, if necessary, to permit further solicitation of proxies if there are not sufficient shares being present to constitute a quorum for the Meeting or insufficient votes to adopt the Business Combination Agreement or to ensure that any required supplement or amendment to this proxy statement/prospectus is provided to Provident shareholders.

Unless otherwise indicated or the context otherwise requires, all references in this proxy statement/prospectus to “Perfect” or the “Company” refers to Perfect Corp. together with its subsidiaries. All references in this proxy statement/prospectus to “Provident” or “PAQC” refers to Provident Acquisition Corp.

References to “U.S. Dollars,” “USD,” “US$” and “$” in this proxy statement/prospectus are to United States dollars, the legal currency of the United States. Discrepancies in any table between totals and sums of the amounts listed are due to rounding. Certain amounts and percentages have been rounded; consequently, certain figures may add up to be more or less than the total amount and certain percentages may add up to be more or less than 100% due to rounding. In particular and without limitation, amounts expressed in millions contained in this proxy statement/prospectus have been rounded to a single decimal place for the convenience of readers. In addition, period on period percentage changes with respect to Perfect’s IFRS and non-IFRS measures and operating metrics have been calculated using actual figures derived from Perfect’s internal accounting records and not the rounded numbers contained in this proxy statement/prospectus, and as a result, such percentages may differ from those calculated based on the numbers contained in this proxy statement/prospectus.

iii

TABLE OF CONTENTS

INDUSTRY AND MARKET DATA

This proxy statement/prospectus contains estimates, projections and other information concerning Perfect’s industry, including market size and growth of the market in which it participates, that are derived from various public sources and certain information from an industry report commissioned by Perfect and prepared by Frost & Sullivan, a third-party industry research firm. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates.

Industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. In some cases, Perfect does not expressly refer to the sources from which these estimates and information are derived. While we have compiled, extracted, and reproduced industry data from these sources, we have not independently verified the data. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements” and “Perfect’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this proxy statement/prospectus. These and other factors could cause results to differ materially from those expressed in any forecasts or estimates.

TABLE OF CONTENTS

FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, all references to “Perfect” or the “Company” refer to Perfect Corp., a Cayman Islands exempted company with limited liability, together with its subsidiaries, and all references to “Provident” or “PAQC” refer to Provident Acquisition Corp., a Cayman Islands exempted company with limited liability.

In this document:

“Acquisition Entities” means Merger Sub 1 and Merger Sub 2.

“Adjournment Proposal” means a proposal to adjourn the Meeting to a later date or dates to be determined by the chairman of the Meeting, (i) if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Meeting, there are not sufficient votes to approve any of the other proposals presented to shareholders for vote, (ii) to the extent necessary, to ensure that any required supplement or amendment to this proxy statement/prospectus is provided to Provident shareholders or (iii) if as of the time for which the Meeting is scheduled, there are insufficient Provident Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Meeting.

“AI” means artificial intelligence.

“Ancillary Agreements” means the Subscription Agreements, the Perfect Shareholder Voting Agreement, the Sponsor Letter Agreement, the New Registration Rights Agreement, the Perfect Shareholder Lock-Up Agreement, and the other agreements, instruments and documents expressly contemplated by the Business Combination Agreement.

“AR” means artificial reality.

“Assignment, Assumption and Amendment Agreement” means an assignment, assumption and amendment agreement to be entered prior to the Closing by and among Provident, Perfect and Continental Stock Transfer & Trust Company (“Continental”), pursuant to which Provident will assign to Perfect all of its rights, title, interests, and liabilities and obligations in and under the Warrant Agreement, dated January 7, 2021, by and between Provident and Continental (the “Warrant Agreement”). The form of Assignment, Assumption and Amendment Agreement is attached hereto as Annex E.

“Available Cash” means, as of immediately prior to the Closing, an amount equal to the sum of (i) the amount of cash available to be released from the Trust Account (after giving effect to all payments to be made as a result of the completion of all Provident Shareholder Redemption), plus (ii) the net amount of proceeds actually received by Provident pursuant to the PIPE Investment and the FPA Investment.

“Board” means the board of directors of Provident or Perfect, as required by the context.

“broker non-vote” means the failure of a Provident shareholder, who holds his or her shares in “street name” through a broker or other nominee, to give voting instructions to such broker or other nominee.

“Business Combination” means the Mergers, and any other transactions contemplated by the Business Combination Agreement.

“Business Combination Agreement” means the Agreement and Plan of Merger, dated as of March 3, 2022, as may be amended, by and among Provident, Perfect, Beauty Corp. and Fashion Corp., and attached hereto as Annex A.

“Business Combination Proposal” means the proposal to approve and adopt the Business Combination Agreement and the transactions contemplated thereby.

“CAC” means the customer acquisition cost, which measures how much an organization spends to acquire new customers.

“CAGR” means compound annual growth rate.

TABLE OF CONTENTS

“Churn” means a customer who does not have any recurring revenue in the following year in the calculation of NDRR. Therefore, a customer is Churn in 2021 if the recurring revenue with respect to such customer ended in 2020 and there is no other recurring revenue from new contracts with such customer in 2021.

“Closing” means the consummation of the Mergers.

“Closing Date” means the date on which the Closing occurs.

“CLTV” means the customer life-time value, which measures the monetary value of a customer relationship, based on the total contract revenue that a specific set of customers are expected to generate throughout a certain length of lifespan as of a measurement date.

“Code” means the Internal Revenue Code of 1986, as amended.

“Companies Act” means the Companies Act (As Revised) of the Cayman Islands, as amended, modified, re-enacted or replaced.

“Condition Precedent Proposals” means the Business Combination Proposal, the Merger Proposal and the Share Issuance Proposal.

“constitutional documents” means the formation documents of any of the entities listed herein, including the memorandum and articles of association, as they may be amended.

“COVID-19” means the novel coronavirus (SARS-CoV-2 or COVID-19), and any evolutions, mutations or variations thereof or any other related or associated public health emergency, epidemics, pandemics or disease outbreaks occurring on and prior to the Closing Date.

“CyberLink” means CyberLink Corp., a company incorporated in Taiwan and listed on Taiwan Stock Exchange under the code 5203.

“CyberLink International” means CyberLink International Technology Corp., a British Virgin Islands exempted company.

“DTC” means The Depository Trust Company.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“First Merger” means the merger of Merger Sub 1 with and into Provident, with Provident surviving such merger.

“First Merger Effective Time” means the effective time of the First Merger.

“First Merger Surviving Company” means Provident, being the surviving entity of the First Merger.

“First Plan of Merger” means the plan of merger for the First Merger.

“Forward Purchase Agreements” means (i) that certain Forward Purchase Agreement, dated as of December 14, 2020, among Provident, Sponsor and WF Asian Reconnaissance Fund Limited, (ii) that certain Forward Purchase Agreement, dated as of December 15, 2020, between Provident and PT Nugraha Eka Kencana and (iii) that certain Forward Purchase Agreement, dated as of December 15, 2020, between Provident and Aventis Star Investments Limited.

“Forward Purchase Shares” means the 5,500,000 Provident Class A Ordinary Shares to be issued to the FPA Investors pursuant to the Forward Purchase Agreements.

“Forward Purchase Warrants” means the 2,750,000 warrants to purchase Provident Class A Ordinary Shares to be issued to the FPA Investors pursuant to the Forward Purchase Agreements.

“Founder Shares” means Provident Class B Ordinary Shares, 5,750,000 of which are currently outstanding and were issued to or transferred to, as applicable, the Initial Shareholders prior to, or concurrently with, as applicable, the Initial Public Offering (each a Founder Share).

TABLE OF CONTENTS

“FPA Investment” means the transaction where the FPA Investors subscribe for and purchase, and Provident issue and sell to such FPA Investors, an aggregate of 5,500,000 Forward Purchase Shares and 2,750,000 Forward Purchase Warrants in consideration for an aggregate purchase price of $55.0 million that will close one business day prior to the date of the Closing.

“FPA Investors” means (i) WF Asian Reconnaissance Fund Limited (“Ward Ferry”), (ii) PT Nugraha Eka Kencana (“Saratoga”), a controlled subsidiary of PT Saratoga Investama Sedaya Tbk, an Indonesia-based investment company, and (iii) Aventis Star Investments Limited, an affiliate of Provident, and each is a party to a Forward Purchase Agreement.

“IFRS” refers to International Financial Reporting Standards as issued by the International Accounting Standards Board (IASB).

“Illustrative Redemption Scenario” means the scenario in which the Public Shareholders exercise rights to redeem 21,001,443 Provident Class A Ordinary Shares, which represent the estimated maximum level of redemption that could occur without a failure to satisfy the Minimum Available Cash Condition under the terms of the Proposed Transactions (assuming the closing of the FPA Investment and the PIPE Investment), and represent approximately 91.31% of the total 23,000,000 Provident Class A Ordinary Shares that are subject to redemption right.

“Initial Public Offering” or “IPO” means the initial public offering of Units of Provident, consummated on January 12, 2021.

“Initial Shareholders” means the holders of the Founder Shares (including the Sponsor, certain directors and advisors of Provident and Ward Ferry).

“Interim Period” means the period from the date of the Business Combination Agreement and continuing until the earlier of the termination of the Business Combination Agreement and the Closing Date.

“Intermediate Redemption Scenario” means the scenario in which the Public Shareholders exercise rights to redeem 10,500,721 Provident Class A Ordinary Shares, which represent 50% of the number of Provident Class A Ordinary Shares redeemed under the Illustrative Redemption Scenario, and represent approximately 45.66% of the total 23,000,000 Provident Class A Ordinary Shares that are subject to redemption right.

“Investment Company Act” means the U.S. Investment Company Act of 1940, as amended.

“IRS” means the U.S. Internal Revenue Service.

“Japanese yen” and “JPY” mean the legal currency of Japan.

“JOBS Act” means the Jumpstart Our Business Startups Act.

“Key Customers” means the Company’s customers who contributed revenue of more than $50,000 in any of the three years ended December 31, 2019, 2020 and 2021.

“MAU” means monthly active users, which is calculated as the number of unique user accounts, excluding spam accounts, that access an app at least once during a calendar month.

“Meeting” means the extraordinary general meeting of Provident, to be held on , 2022, at a.m., Eastern Time, at [ ].

“Merger Proposal” means a proposal to approve the First Plan of Merger and any and all transactions provided for in the First Plan of Merger.

“Merger Sub 1” means Beauty Corp., a Cayman Islands exempted company with limited liability.

“Merger Sub 2” means Fashion Corp., a Cayman Islands exempted company with limited liability.

“Mergers” means the First Merger and the Second Merger.

TABLE OF CONTENTS

“Minimum Available Cash Condition” means the condition to the obligations of Perfect and Acquisition Entities to consummate the Mergers under the Business Combination Agreement in which the Available Cash is equal to or exceeds $125,000,000.

“Nasdaq” means the Nasdaq Capital Market.

“NDRR” means net dollar retention rate, a percentage that reflects how Perfect’s annual recurring contract revenue has grown or shrunk within a defined time period for a specific set of customers. It’s calculated as current fiscal year recurring contract revenue divided by contract revenue in prior fiscal year that recurs in current fiscal year from the same set of customers who have subscribed to Perfect’s solutions in both fiscal years. The NDRR reflects existing customers’ renewals, expansion and contraction of subscription to Perfect’s solutions, and Churn, but excludes contract revenue from new customers.

“New Registration Rights Agreement” means the registration rights agreement to be entered into by Perfect, the Sponsor, and certain Perfect shareholders at the Closing Date in connection with the Business Combination.

“New Taiwan Dollar,” “NT Dollar” and “NTD” mean the legal currency of Taiwan.

“No Redemption Scenario” means the scenario in which none of the Public Shareholders exercises any rights to redeem any Provident Class A Ordinary Share.

“ordinary resolution” means a resolution passed by a simple majority of the votes of the issued and outstanding Provident Ordinary Shares that are cast by those shareholders who, being entitled to do so, vote in person or by proxy at a general meeting of the company.

“PCAOB” means the Public Company Accounting Oversight Board.

“Perfect Blank Check Shares” means following adoption of Perfect’s Articles on the date of the First Merger Effective Time, 30,000,000 shares of a par value of $0.10 each of such class or classes (however designated) of Perfect as Perfect’s Board may determine in accordance with Article 5 of Perfect’s Articles, unless otherwise specified.

“Perfect Class A Ordinary Shares” means the Class A ordinary shares of Perfect, par value $0.10 per share.

“Perfect Class B Ordinary Shares” means the Class B ordinary shares of Perfect, par value $0.10 per share.

“Perfect Common Shares” means the common shares of Perfect, par value $0.10 per share.

“Perfect Founder Parties” means DVDonet.com. Inc., Golden Edge Co., Ltd., World Speed Company Limited and Alice H. Chang, a citizen of Taiwan.

“Perfect Incentive Plan” means the 2021 Stock Compensation Plan adopted by Perfect’s Board on December 13, 2021, a copy of which is filed herewith as Exhibit 10.13.

“Perfect Ordinary Shares” means collectively, Perfect Class A Ordinary Shares, Perfect Class B Ordinary Shares, and any other class or series of ordinary shares Perfect may issue from time to time.

“Perfect Preferred Shares” means (i) the series A preferred shares of Perfect, par value $0.10 per share, (ii) the series A-1 preferred shares of Perfect, par value $0.10 per share, (iii) the series B preferred shares of Perfect, par value $0.10 per share, (iv) the series C-1 preferred shares of Perfect, par value $0.10 per share, and (v) the series C-2 preferred shares of Perfect, par value $0.10 per share.

“Perfect Securities” means Perfect Class A Ordinary Shares and Perfect Warrants.

“Perfect Shares” means shares in the capital of Perfect of any class including a fraction of such shares, whether the Perfect Class A Ordinary Shares or the Perfect Class B Ordinary Shares or others after the Closing and does not include Perfect Pre-Recapitalization Perfect Shares.

“Perfect Shareholder Lock-Up Agreement” means the Lock-Up Agreement to be entered into by Provident, Perfect and certain Perfect shareholders prior to or concurrently with the Closing.

TABLE OF CONTENTS

“Perfect Shareholder Voting Agreement” means the voting agreement dated March 3, 2022, entered into by the Perfect shareholders, Perfect and Provident.

“Perfect Warrants” means the warrants into which the Provident Warrants convert at the First Merger Effective Time, each entitling its holder to purchase one Perfect Class A Ordinary Share pursuant to the terms of the Warrant Agreement as amended by the Assignment, Assumption and Amendment Agreement.

“Perfect’s Articles” means the Amended and Restated Memorandum and Articles of Association of Perfect to be adopted prior to the First Merger Effective Time.

“Perfect’s Board” means the board of directors of Perfect.

“PFIC” means passive foreign investment company.

“PIPE” or “PIPE Investment” means the sale of 5,000,000 Provident Class A Ordinary Shares to the PIPE Investors at a purchase price of $10.00 per Provident Class A Ordinary Share.

“PIPE Investors” means those certain investors who are party to the Subscription Agreements in connection with the PIPE Investment.

“Pre-Recapitalization Perfect Shares” means the Perfect Common Shares and Perfect Preferred Shares.

“Private Placement Warrants” means the warrants sold by Provident privately to the Sponsor simultaneously with the consummation of the Initial Public Offering (including the underwriters’ partial exercise of their over-allotment option).

“Proposals” means the Business Combination Proposal, the Merger Proposal, the Share Issuance Proposal and the Adjournment Proposal.

“Proposed Transactions” means the transactions contemplated by the Business Combination Agreement and the Ancillary Agreements.

“Provident Class A Ordinary Shares” means the Class A ordinary shares of Provident, par value $0.0001 per share.

“Provident Class B Ordinary Shares” means the Class B ordinary shares of Provident, par value $0.0001 per share.

“Provident Ordinary Shares” means the Provident Class A Ordinary Shares and the Provident Class B Ordinary Shares.

“Provident Warrants” means the Private Placement Warrants, Public Warrants and Forward Purchase Warrants.

“Provident’s Articles” means the amended and restated memorandum and articles of association of Provident adopted on January 5, 2021 and effective on January 7, 2021 and is attached to this proxy statement/prospectus as Annex D.

“Provident’s Board” means the board of directors of Provident.

“proxy statement/prospectus” means this proxy statement/prospectus included in this registration statement on Form F-4 filed with the SEC in connection with the Proposed Transactions.

“Public Shareholders” means the holders of the Public Shares.

“Public Shares” means Provident Class A Ordinary Shares issued as part of the Units sold in the Initial Public Offering.

“Public Warrants” means the warrants included in the Units sold in the Initial Public Offering (including the underwriters’ partial exercise of their over-allotment option), each of which is exercisable for one Provident Class A Ordinary Share, in accordance with its terms.

“Recapitalization” has the meaning given to that term in the Business Combination Agreement.

TABLE OF CONTENTS

“Record Date” means , 2022.

“Registration Rights Agreement” means the registration rights agreement dated January 7, 2021, entered into by Provident, the Sponsor and the Holders (as defined therein).

“SaaS” means software as a service.

“SDK” means software development kit, a collection of software development tools in one installable package which can facilitate the creation of applications by having a compiler, debugger and sometimes a software framework.

“SEC” means the U.S. Securities and Exchange Commission.

“Second Merger” means the merger of the First Merger Surviving Company with and into Merger Sub 2, with Merger Sub 2 surviving such as a wholly owned subsidiary of Perfect.

“Second Merger Effective Time” means the effective time of the Second Merger.

“Second Merger Surviving Company” means Merger Sub 2, being the surviving entity of the Second Merger.

“Second Plan of Merger” means the plan of merger for the Second Merger.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Shareholder Earnout Shares” means an aggregate of 10,000,000 Perfect Ordinary Shares issuable to the selected Perfect shareholders within five years of the Closing, upon the occurrence of certain milestones.

“Share Issuance Proposal” means a proposal to issue 20% or more of Provident Ordinary Shares in connection with the Business Combination and other Proposed Transactions for purposes of complying with applicable Nasdaq Stock Market listing rules.

“SKU” means stock keeping unit, which is a scannable bar code printed on product labels.

“special resolution” means a special resolution under the Companies Act, being a resolution passed by at least a two-thirds majority of the votes of the issued and outstanding Provident Ordinary Shares that are cast by those shareholders who, being entitled to do so, vote in person or by proxy at a general meeting of the company.

“Sponsor” means Provident Acquisition Holdings Ltd., a Cayman Islands exempted company with limited liability.

“Sponsor Earnout Promote Shares” has the meaning given to “Earnout Promote Shares” in the Sponsor Letter Agreement.

“Sponsor Letter Agreement” means the sponsor letter agreement dated March 3, 2022, entered into by Perfect, Provident and Sponsor.

“Subscription Agreements” means the subscription agreements, each dated as of March 3, 2022, entered into by Provident, Perfect and the PIPE Investors, pursuant to which the PIPE Investors have agreed to purchase an aggregate of 5,000,000 Provident Class A Ordinary Shares one business day before the date of the Closing at a purchase price of $10.00 per share.

“T-IFRS” means the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations endorsed and issued into effect by R.O.C. Financial Supervisory Commission.

“Termination Date” means December 31, 2022.

“Trust Account” means the trust account that holds a portion of the proceeds of the Initial Public Offering and the concurrent sale of the Private Placement Warrants, and any over-allotment option exercised pursuant to such Initial Public Offering.

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE PROPOSED TRANSACTIONS

The following questions and answers briefly address some commonly asked questions about the Proposed Transactions and the Proposals to be presented at the Meeting. The following questions and answers may not include all the information that is important to Provident’s shareholders. Shareholders are urged to read carefully this entire proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to herein.

	Q. Why am I receiving this proxy statement/prospectus?			A. Provident is proposing to consummate the Business Combination with Perfect pursuant to the Business Combination Agreement, entered into among Provident, Perfect, Merger Sub 1 and Merger Sub 2. The terms of the Business Combination Agreement are described in this proxy statement/prospectus. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A and Provident encourages its shareholders to read it in its entirety. The Business Combination Agreement must be adopted by the Provident shareholders in accordance with Cayman Islands law and Provident’s Articles. Provident is holding the Meeting to obtain that approval. Provident shareholders will be asked to consider and vote upon a proposal to approve the Business Combination Agreement, which, among other things, provides for Merger Sub 1 to be merged with and into Provident, with Provident as the First Merger Surviving Company, and immediately thereafter and as part of the same overall transaction, the First Merger Surviving Company to be merged with and into Merger Sub 2, with Merger Sub 2 as the Second Merger Surviving Company, and certain other matters related to the Business Combination, which are described in this proxy statement/prospectus. See “Proposal No. 1—The Business Combination Proposal.” This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Meeting. Provident shareholders should read this proxy statement/prospectus and its annexes carefully and in their entirety.
	Q. When and where is the Meeting?			A. The Meeting will be held on , 2022, at a.m., [Eastern Time], at the offices of . In accordance with Provident’s Articles, there must be a stated physical location for the Meeting. However, given the current global COVID-19 pandemic, it is unlikely to be practical for shareholders to attend in person. Therefore, the Meeting will also be a virtual meeting of shareholders, which will be conducted via live webcast at https://www.cstproxy.com/paqc/2022. Provident shareholders will be able to attend the Meeting remotely, vote and submit questions during the Meeting by visiting and entering their control number. We are pleased to utilize virtual shareholder meeting technology to (i) provide ready access and cost savings for Provident’s shareholders and Provident, and (ii) to promote social distancing pursuant to guidance provided by the Centers for Disease Control and Prevention and the SEC due to the COVID-19 pandemic. The virtual meeting format allows attendance from any location in the world. The virtual meeting will begin promptly at a.m., [Eastern Time]. We encourage you to access the virtual meeting prior to the start time and you should allow ample time for the check-in procedures.
	Q. How do I attend the Meeting virtually?			A. Provident shareholders have a proxy card from Continental, which contains instructions on how to attend the Meeting virtually including the URL address, along with their control number for access. If you do not have your control number, Provident shareholders can contact Continental at the phone 917-262-2373 or e-mail at proxy@continentalstock.com.

TABLE OF CONTENTS

				Provident shareholders can pre-register to attend the virtual meeting starting , 2022, at [9:00 a.m. Eastern Time] (5 business days prior to the Meeting) by visiting https://www.cstproxy.com/paqc/2022, entering their control number, name and email address. Provident shareholders can vote or enter questions in the chat box once pre-registered. At the start of the Meeting, Provident shareholders will need to re-log in with their control number and will also be prompted to enter their control number if they vote during the Meeting. Beneficial investors, who own their Provident Ordinary Shares through a bank or broker, will need to contact Continental to receive a control number. If beneficial investors plan to vote at the Meeting, they will need to have a legal proxy from their bank or broker or, if they would like to join and not vote, Continental will issue them a guest control number with proof of ownership. Either way beneficial investors must contact Continental for specific instructions on how to receive the control number. Continental can be contacted at the number or email address above. Please allow up to 72 hours prior to the Meeting for processing the control number.
	Q. What is being voted on at the Meeting?			A. Provident shareholders are being asked to consider and vote on the following proposals: • a proposal to approve the Business Combination Agreement and the transactions contemplated thereby, including the Mergers (see the section entitled “Proposal No. 1—The Business Combination Proposal”); • a proposal to approve the First Plan of Merger and the transactions contemplated thereby (see the section entitled “Proposal No. 2—The Merger Proposal”); • a proposal to approve for purposes of complying with applicable Nasdaq Stock Market listing rules, the issuance of 20% or more of the issued and outstanding Provident Ordinary Shares in connection with the proposed Business Combination and related financing (see the section entitled “Proposal No. 3—The Share Issuance Proposal”); and • a proposal to approve that the Meeting be adjourned to a later date or dates to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Meeting, Provident would not have been authorized to consummate the Business Combination (see the section entitled “Proposal No. 4—The Adjournment Proposal”). Provident will hold the Meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the Meeting. Provident’s shareholders should read it carefully. The vote of shareholders is important. Provident’s shareholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.
	Q. Why is Provident proposing the Business Combination?			A. Provident was incorporated to effect a merger, capital share exchange, asset acquisition or other similar business combination with one or more businesses or entities. Provident completed its Initial Public Offering of 23,000,000 Units on January 12, 2021, with each Unit consisting of one Provident Class A Ordinary Share and one-half of one redeemable Public Warrant, generating total gross proceeds of $230,000,000. Since the Initial Public Offering,

TABLE OF CONTENTS

				Provident’s activity has been limited to its search for and evaluation of business combination candidates. Provident is permitted to choose a target business in any industry or geographic region (with a focus on the technology sector in Southeast Asia) that it felt would provide its shareholders with the greatest opportunity to participate in a company with significant growth potential. Accordingly, it regularly analyzed investment opportunities that were in various sectors and geographic regions (with a focus on the technology sector in Southeast Asia) in an effort to locate the best potential business combination opportunity for its shareholders. Perfect operates in the SaaS technology business globally. Based on its due diligence investigations on Perfect and the industry in which it operates, including the financial and other information provided by Perfect in the course of the parties’ negotiations, Provident believes that a business combination with Perfect will provide its shareholders with an opportunity to participate in a company with significant growth potential.
				Although Provident’s Board believes that the Business Combination with Perfect is in the best interests of Provident and its shareholders, Provident’s Board did consider certain potential risks in arriving at that conclusion. See the section entitled “Proposal No. 1—The Business Combination Proposal—Reasons for the Approval of the Proposed Transactions”.
	Q. What positive and negative factors did Provident’s Board consider when determining whether or not to proceed with the Business Combination?			A. In evaluating the Proposed Transactions and making the above determinations and its recommendation, Provident’s Board consulted with Provident’s management and its advisors and considered a number of factors, including, but not limited to, the factors discussed below. In light of the number and complexity of the factors considered in connection with its evaluation of the Proposed Transactions, Provident’s Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. Provident’s Board viewed its decision as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of Provident’s Board’s reasons for the Proposed Transactions and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements”. During the search process, Provident reviewed over 80 potential targets in a wide range of industries, including technology, consumer, healthcare and biotech, and entered into non-disclosure agreements and engaged in preliminary discussions with respect to potential business combination opportunities with approximately 45 potential targets (collectively, the “Other Potential Acquisitions”).
				Provident’s Board ultimately determined that the decision to pursue a business combination with Perfect over the Other Potential Acquisitions was generally the result of, but not limited to, one or more of the following reasons: • the determination of Provident’s management and the Sponsor that: (i) the market opportunity was substantial, and (ii) Perfect was an attractive investment opportunity because of its global leadership in beauty AR- and AI-technology, its proven track record of success in

TABLE OF CONTENTS

				working with the world’s leading beauty brands, its high revenue growth and significant growth potential and experienced management team; • the determination that the combination of Provident and Perfect has the potential to increase substantially the likelihood of the combined company achieving its growth potential and thereby create shareholder value; • the determination of Provident’s management and the Sponsor that Perfect was a more viable opportunity than the Other Potential Acquisitions; and • a difference in valuation expectations between Provident and the senior executives or shareholders of the Other Potential Acquisitions.
				Specifically, Provident’s Board considered a number of factors pertaining to the Proposed Transactions as generally supporting its decision to approve the entry into the Business Combination Agreement, the Ancillary Agreements and the transactions contemplated thereby, including, but not limited to, the following material factors (which covered each of Provident’s search criteria as set forth in its IPO prospectus): • Potential Market. According to Frost & Sullivan, it is estimated that AR- and AI-potential spending by beauty brands that operate in the skincare, haircare, makeup and hygiene products segments (“Beauty Tech TAM”) reached $3.3 billion in 2021. Driven by accelerated digitization of the beauty industry, as well as the need for brands to offer differentiated experience to consumers, Beauty Tech TAM is expected to grow at 13.0% CAGR to $6.1 billion by 2026. In addition, Perfect’s vertical expansion to fashion accessories solutions further broadens its addressable market. According to Frost & Sullivan, AR- and AI-spending by fashion brands operating in apparel, eyewear, watches and jewelry segments (“Fashion Accessories Tech TAM”) is expected to reach $9.8 billion by 2026, growing by 12.2% CAGR from $5.5 billion in 2021. Considering the Beauty Tech TAM and Fashion Accessories Tech TAM as a whole, Provident’s Board believes that Perfect is addressing a massive and underpenetrated market that is expected to be worth $15.9 billion by 2026.
				• Market Leadership with Sustainable Competitive Advantage. Perfect is the market leader in the global beauty tech sector with approximately 85% market coverage in terms of top 20 beauty group coverage, covering more than 400 global brands as of December 31, 2021, according to Frost & Sullivan. Within the indie beauty brands, Perfect covers approximately 300 brands, representing approximately 86% market coverage in terms of indie brands which utilize AR- and AI-technology in their business, according to Frost & Sullivan. • High Revenue Growth Potential. Perfect generated a total revenue of $29.9 million, $22.9 million and $11.6 million, respectively, in 2020, 2019 and 2018, and $17.3 million for the six months ended June 30, 2021. Perfect’s revenue is expected to grow at a CAGR of 32% between 2019 and 2021. Perfect’s revenue is expected to further grow significantly between 2021 and 2023 at a CAGR of 46%, which will primarily be driven by Perfect’s market-leading position, attractive unit economics and strong customer retention.

TABLE OF CONTENTS

				• Attractive Unit Economics. Perfect’s business generates sizeable and highly visible recurring cash flows. For Perfect’s top 100 brands, there is approximately 95% average annualized retention rate during the period from 2016 to 2021. Perfect’s average NDRR from 2018 to 2021 was 147% among the top 100 brands, which outperforms top ranking SaaS companies. In addition, the ratio of Perfect’s CLTV to CAC for Perfect’s top 100 brands in 2020 is 8.4x1. To the knowledge of Provident’s management, such ratio indicates an attractive unit economics among the SaaS companies.
				• Significant Expansion Plan. Provident’s Board believes that there are strong organic growth opportunities for Perfect. Perfect plans to continue to deepen its penetration within the top 20 beauty groups by cross-selling to sister brands within the group, enabling sales to more new SKUs in all categories and upscale by selling to cover more regions within a brand. Beyond beauty and fashion verticals, Perfect can also apply its technology in other verticals such as dental and plastic surgery.
				• Strong Management Team. Provident’s Board believes that Perfect has a strong management team, led by Alice H. Chang, the CEO of Perfect. Alice previously served as chief executive officer of CyberLink for 18 years during which the company grew from a small startup to an award-winning global brand under her leadership. Prior to joining CyberLink, Alice was the executive vice president of Trend Micro Inc. and also worked at Citicorp Investment Bank. Pin-Jen (Louis) Chen, Executive Vice President and Chief Strategy Officer of Perfect, has 20 years of industry experience. Prior to joining Perfect Corp in 2015, Pin-Jen (Louis) Chen spent 12 years with CyberLink in various roles with a very wide range of experiences including product planning, development, business development, consumer sales and marketing. Wei-Hsin Tsen (Johnny Tseng), SVP and CTO of Perfect, has 25 years of experience in software engineering. He was fundamental in building all the engineering for Perfect including server infrastructure, SaaS modules and mobile app technologies and previously led the development of CyberLink software. • Terms of the Business Combination Agreement and Ancillary Agreements. Provident’s Board reviewed the financial and other terms of the Business Combination Agreement and Ancillary Agreements and determined that they were the product of arm’s-length negotiations among the parties and fair to the Public Shareholders. Provident’s Board also considered a variety of uncertainties and risks and other potentially negative factors concerning the Proposed Transactions, including, but not limited to, the following:

Perfect’s CLTV is calculated as the sum of total estimated contract revenue from Perfect’s 2020 top 100 brands during a five-year period starting 2020 through 2024. Such calculation’s assumptions and basis are the following: (i) Perfect assumed that the average lifespan of the top 100 brands is five years, which assumption is based on its observation of an average annualized retention rate of 95% during the period from 2016 to 2021 among Perfect’s top 100 brands; and (ii) Perfect projected potential total contract revenue of the next four years after 2020 by first calculating the average contract revenue of the top 100 brands in 2020, and then growing the average contract revenue by 20% annually for the following three years and 15% for the fourth year. Such assumptions of growth rate are supported by Perfect’s historical average annual NDRR of 147% from 2018 to 2021. As such, the CLTV represents an estimated total contract revenue that the top 100 brands are expected to generate throughout a five-year lifespan, which would be close to but may not be same as the total accounting revenue in the five-year period due to timing difference of revenue recognition. Perfect’s CAC for the top 100 brands in 2020 is derived from the sales and marketing costs of all brands. The CLTV to CAC ratio compares the value of customers over their lifespan to the cost of acquiring them. As a signal of profitability, it provides information to the management team of Perfect regarding the value of its customer relationship as well as the degree of efficiency of its customer acquisition strategies.

TABLE OF CONTENTS

				• Business Risks. Provident’s Board considered that there were risks associated with the successful implementation of Perfect’s business plans and uncertainties regarding whether Perfect would be able to realize the anticipated benefits of the Business Combination on the expected timeline or at all, including due to factors outside of the parties’ control. Provident’s Board considered the failure of any of these activities to be completed successfully may decrease the actual benefits of the Business Combination and that Provident shareholders may not fully realize these benefits to the extent that they expected to retain the Public Shares following the completion of the Business Combination. • Industry Risks. Provident’s Board considered the risks that the beauty AR- and AI-industry may not fully develop its growth potential. The AR- and AI-beauty technologies are relatively new and rapidly evolving, which subjects Perfect’s business to uncertainties and challenges relating to the growth and profitability of the beauty AR- and AI-market as a whole. • Litigation. The possibility of litigation challenging the Business Combination Agreement or that an adverse judgment granting permanent injunctive relief could delay or prevent consummation of the Business Combination.
				• No Third-Party Valuation. Provident’s Board considered the fact that the parties to the Business Combination have not sought any third-party valuation or fairness opinion in connection to the Business Combination. • Redemption Risk. The risk that a significant number of Provident shareholders may elect to redeem their shares prior to the consummation of the Business Combination, which would reduce the gross proceeds to Perfect from the Business Combination and could result in inability to consummate the Business Combination if the Minimum Available Cash Condition is not satisfied. The potential high redemption will also reduce liquidity of Perfect’s securities upon consummation of the Business Combination. • Liquidation of Provident. Provident may not be able to complete the Business Combination or any other business combination within the prescribed time frame, in which case Provident would cease all operations except for the purpose of winding up and Provident would redeem Public Shares and liquidate. • Listing Risks. Nasdaq or another stock exchange may not list Perfect’s securities upon consummation of the Business Combination, which could limit investors’ ability to sell their Perfect securities. • Closing Conditions. The fact that the consummation of the Proposed Transactions is conditioned on the satisfaction of certain closing conditions that are not within Provident’s control. • Other Risks. Various other risks associated with the Proposed Transactions, the parties thereto and their respective business as fully described under “Risk Factors”. In addition to considering the factors described above, Provident’s Board also considered that the officers and some of the directors of Provident

TABLE OF CONTENTS

				may have interests in the Proposed Transactions as individuals that are different from, or in addition to, those of other shareholders and warrant holders generally (see the section entitled “Proposal No. 1—The Business Combination Proposal—Interests of Provident's Directors and Officers in the Business Combination”). Provident’s independent directors reviewed and considered these interests during their evaluation of the Proposed Transactions and in unanimously approving, as members of Provident’s Board, the Business Combination Agreement, the Ancillary Agreements and the transactions contemplated thereby, including the Proposed Transactions. Provident’s Board concluded that the potential benefits that it expected Provident and its shareholders to achieve as a result of the Proposed Transactions outweighed the potentially negative factors associated with the Proposed Transactions. Accordingly, Provident’s Board unanimously determined that the Business Combination Agreement, the Ancillary Agreements and the transactions contemplated thereby, including the Proposed Transactions, were advisable and fair to, and in the best interests of, Provident and its shareholders.
	Q. Why is Provident providing shareholders with the opportunity to vote on the Business Combination?			A. Under Provident’s Articles, Provident must provide all holders of its Public Shares with the opportunity to have their Public Shares redeemed upon the consummation of Provident’s initial business combination either in conjunction with a tender offer or in conjunction with a shareholder vote. For business and other reasons, Provident has elected to provide its shareholders with the opportunity to have their Public Shares redeemed in connection with a shareholder vote rather than a tender offer. Therefore, Provident is seeking to obtain the approval of its shareholders of the Business Combination Proposal in order to allow its Public Shareholders to effectuate redemptions of their Public Shares in connection with the Closing.
	Q. Is my vote important?			A. Yes. The Business Combination cannot be completed unless the Business Combination Agreement is adopted by the Provident shareholders holding a majority of the votes cast on such proposal and the other Condition Precedent Proposals (as defined below) achieve the necessary vote outlined below. Only Provident shareholders as of the close of business on , the record date for the Meeting, are entitled to vote at the Meeting. After careful consideration, Provident’s Board unanimously recommends that the Provident shareholders vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Merger Proposal, “FOR” the approval of the Share Issuance Proposal and “FOR” the approval of the Adjournment Proposal. For details on the required votes to approve each proposal, see “What vote is required to approve the proposals presented at the Meeting?”
	Q. Are the proposals conditioned on one another?			A. Unless the Business Combination Proposal is approved, the Merger Proposal and the Share Issuance Proposal will not be presented to the shareholders of Provident at the Meeting. Each of the Condition Precedent Proposals (as defined below) is conditioned on the approval and adoption of the other Condition Precedent Proposals. The Adjournment Proposal is not conditioned on the approval of any other Proposal set forth in this proxy statement/prospectus. It is important for you to note that in the event that the Business Combination Proposal, the Merger Proposal or the Share Issuance Proposal (collectively, the “Condition Precedent Proposals”) does not receive the requisite vote for approval, then Provident will not consummate the Business Combination. If Provident does not consummate the Business Combination and fails to complete an initial business

TABLE OF CONTENTS

				combination by January 12, 2023 (or a later date approved by Provident shareholders pursuant to Provident’s Articles), Provident will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to its Public Shareholders.
	Q. What will happen in the Business Combination?			A. Pursuant to the Business Combination Agreement, (i) Merger Sub 1 will merge with and into Provident with Provident surviving the First Merger as the First Merger Surviving Company and a wholly owned subsidiary of Perfect, and (ii) immediately following the First Merger and as part of the same overall transaction, the First Merger Surviving Company will merge with and into Merger Sub 2, with Merger Sub 2 surviving the Second Merger as the Second Merger Surviving Company and a wholly owned subsidiary of Perfect. As a result of the Business Combination, and upon consummation of the Business Combination, the shareholders of Provident will become the shareholders of Perfect.
				The investments held in the Trust Account and the proceeds from the financing transactions in connection with the Business Combination will be used by Perfect for working capital and general corporate purposes following the consummation of the Business Combination. In connection with the Closing, Perfect’s Board and shareholders of Perfect will adopt Perfect’s Articles.
				In addition, before the Closing, the PIPE Investors will subscribe for and purchase 5,000,000 Provident Class A Ordinary Shares from Provident for an aggregate purchase price of $50,000,000. Further, concurrently with the PIPE Investment, before the Closing, the FPA Investors will purchase Forward Purchase Shares and Forward Purchase Warrants from Provident, and the proceeds from such transactions will be used by Perfect for working capital and general corporate purposes following the consummation of the Business Combination.
				At the Closing, the Perfect Shareholder Lock-Up Agreement and the New Registration Rights Agreement will be entered into, and the Registration Rights Agreement, dated as of January 7, 2021, between Provident and the Sponsor will terminate.
				A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A. For Perfect’s organizational structure chart upon consummation of the Business Combination, please see the section entitled “Proposal No. 1—The Business Combination Proposal—The Business Combination Agreement—Organizational Structure”.
	Q. What conditions must be satisfied to complete the Business Combination?			A. There are a number of closing conditions to the Business Combination, including, but not limited to: (i) receipt of the required approval by the Provident shareholders; (ii) receipt of the required approval by the Perfect shareholders; (iii) after giving effect to the Provident Shareholder Redemption, Merger Sub 2 (as the surviving company of the Mergers) having at least $5,000,001 of net tangible assets immediately after the consummation of the Business Combination; (iv) the absence of any law or governmental order enjoining, prohibiting or making illegal the consummation of the Business Combination; (v) the approval for listing of Perfect Class A Ordinary Shares and Perfect Warrants to be issued in connection with the Business Combination on the Nasdaq immediately following the Closing; (vi) effectiveness of the registration statement of which this proxy statement/prospectus forms a part and the absence of any stop order issued by the SEC with respect thereto; and (vii) completion of

TABLE OF CONTENTS

				the Recapitalization in accordance with the terms of the Business Combination Agreement.
				For a summary of all of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled “Proposal No. 1—The Business Combination Proposal—The Business Combination Agreement”.
	Q. What equity stake will current Provident shareholders, the FPA Investors, the PIPE Investors and the current Perfect shareholders have in Perfect after the Proposed Transactions?			A. It is anticipated that, upon completion of the Business Combination and assuming no dilution from any of the Perfect Warrants, the Perfect Class A Ordinary Shares issuable under the Perfect Incentive Plan, the Shareholder Earnout Shares or the Sponsor Earnout Promote Shares (the “Additional Dilution Sources”), the share ownership of Perfect immediately post-Closing would be as set forth in the sensitivity table below under the No Redemption Scenario, the Intermediate Redemption Scenario and the Illustrative Redemption Scenario. For the avoidance of doubt, the Public Shareholders have the option and ability to elect for the redemption of all 23,000,000 Public Shares. However, in the event that all 23,000,000 Public Shares are redeemed, the Minimum Available Cash Condition cannot be satisfied unless Provident secures additional financing to make the Available Cash equal to or exceed $125,000,000. The Minimum Available Cash Condition is for the benefit of Perfect and Acquisition Entities and, as a result, Perfect and Acquisition Entities have the sole right to waive the Minimum Available Cash Condition and, subject to satisfaction or waiver of the other conditions, to cause the Closing to occur even if the Minimum Available Cash Condition is not satisfied.
				As a result of the respective redemption amounts under the scenarios described above and the implied $10.00 per share value of the Perfect Shares immediately after the Closing, the implied total equity value of Perfect (as the combined company after the consummation of the Business Combination) would be $1,399,149,980 in the No Redemption Scenario, $1,294,142,770 in the Intermediate Redemption Scenario, and $1,189,135,550 in the Illustrative Redemption Scenario. In addition, the underwriter of the Provident IPO is entitled to receive an aggregate of $8.05 million deferred underwriting compensation when and if the Business Combination is completed, which would render the effective deferred underwriting fee for the shares of non-redeeming Public Shareholders to be 3.5% under the No Redemption Scenario, 6.4% under the Intermediate Redemption Scenario and 40.3% under the Illustrative Redemption Scenario (assuming the Closing can occur), on a percentage basis.

TABLE OF CONTENTS

	Assuming No Redemption Scenario					Assuming Intermediate Redemption Scenario					Assuming Illustrative Redemption Scenario
	Number of Shares(1)			% of Shares		Number of Shares(1)			% of Shares		Number of Shares(1)			% of Shares
Provident Shareholders (Perfect Class A Ordinary Shares)
Public Shareholders			23,000,000		16.4			12,499,279		9.7			1,998,557		1.7
Initial Shareholders(2)			5,415,000		3.9			5,415,000		4.2			5,415,000		4.6
FPA Investors(3)			5,500,000		3.9			5,500,000		4.2			5,500,000		4.6
PIPE Investors(4)			5,000,000		3.6			5,000,000		3.9			5,000,000		4.2
Perfect Shareholders
Perfect Class A Ordinary Shares			84,211,280		60.2			84,211,280		65.1			84,211,280		70.8
Perfect Class B Ordinary Shares			16,788,718		12.0			16,788,718		13.0			16,788,718		14.1
Total Perfect Shares Outstanding immediately after Closing			139,914,998		100.0			129,414,277		100.0			118,913,555		100.0
Total Perfect Equity Value Post- Closing		$	1,399,149,980				$	1,294,142,770				$	1,189,135,550
Implied Per Share Value		$	10.0				$	10.0				$	10.0

(1)

Excludes (a) Perfect Class A Ordinary Shares issuable upon the exercise of 20,850,000 Perfect Warrants to be outstanding upon completion of the Business Combination, (b) 10,000,000 Shareholder Earnout Shares, (c) 1,175,624 Sponsor Earnout Promote Shares, and (d) 5,311,310 Perfect Class A Ordinary Shares reserved for issuance under the Perfect Incentive Plan.

(2)

Excludes Perfect Class A Ordinary Shares to be issued in exchange for Provident Class A Ordinary Shares issued to the Initial Shareholders pursuant to the FPA Investment.

(3)

Represents 5,500,000 Perfect Class A Ordinary Shares to be held by the FPA Investors upon exchange with the same amount of Provident Class A Ordinary Shares.

(4)

Represents 5,000,000 Perfect Class A Ordinary Shares to be held by the PIPE Investors upon exchange with the same amount of Provident Class A Ordinary Shares.

Additionally, the sensitivity table below sets forth the potential additional dilutive impact of each of the Additional Dilution Sources in each redemption scenario. Increasing levels of redemption will increase the dilutive effects of these issuances on non-redeeming Provident shareholders, FPA Investors, PIPE Investors and legacy Perfect shareholders.

	Assuming No Redemption Scenario				Assuming Intermediate Redemption Scenario				Assuming Illustrative Redemption Scenario
Additional Dilution Sources	Number of Shares		% of Shares(1)		Number of Shares		% of Shares(1)		Number of Shares		% of Shares(1)
Perfect Warrants(2)		20,850,000		13.0		20,850,000		13.9		20,850,000		14.9
Perfect Class A Ordinary Shares issuable under Perfect Incentive Plan(3)		5,311,310		3.7		5,311,310		3.9		5,311,310		4.3
Shareholder Earnout Shares(4)		10,000,000		6.7		10,000,000		7.2		10,000,000		7.8
Sponsor Earnout Promote Shares(5)		1,175,624		0.8		1,175,624		0.9		1,175,624		1.0
Total Additional Dilutive Sources(6)		37,336,934		21.1		37,336,934		22.4		37,336,934		23.9

TABLE OF CONTENTS

(1)

The calculation of the percentage of shares with respect to each Additional Dilution Source includes the full amount of shares issuable with respect to such Additional Dilution Source (but not the other Additional Dilution Sources) in both the numerator and denominator. For example, in the No Redemption Scenario, the percentage of shares with respect to the Additional Dilution Source of the Perfect Warrants would be calculated as follows: (a) 20,850,000 Perfect Class A Ordinary Shares underlying the Perfect Warrants; divided by (b) the sum of (i) 139,914,998 Perfect Shares outstanding upon completion of the Business Combination under the No Redemption Scenario before taking into account any Additional Dilution Source, plus (ii) 20,850,000 Perfect Class A Ordinary Shares underlying the Perfect Warrants.

(2)

This row assumes exercise of all Perfect Warrants for cash. Represents (i) 11,500,000 Perfect Warrants to be exchanged from 11,500,000 Public Warrants, (ii) 6,600,000 Perfect Warrants to be exchanged from 6,600,000 Private Placement Warrants, and (iii) 2,750,000 Perfect Warrants to be exchanged from 2,750,000 Forward Purchase Warrants, in each case, in connection with the Business Combination. Immediately prior to the Business Combination, Provident will have 11,500,000 Public Warrants outstanding, irrespective of the number of Provident Public Shareholders who exercise their redemption rights, and all such 11,500,000 Public Warrants will be exchanged for Perfect Warrants on a one-to-one basis at the Closing. Based on the closing price of the Public Warrants on Nasdaq of $ on the Record Date for the Meeting, the 11,500,000 Public Warrants have an aggregate value of $ .

(3)

This row assumes exercise of all awards under Perfect Incentive Plan on a cash basis and all awards are earned and settled in Perfect Class A Ordinary Shares.

(4)

This row assumes all 10,000,000 Shareholder Earnout Shares are issued to respective shareholders of Perfect.

(5)

This row assumes all 1,175,624 Sponsor Earnout Promote Shares are issued to the Sponsor.

(6)

This row assumes the issuance of all Perfect Class A Ordinary Shares in connection with each of the Additional Dilution Sources, as described in Notes 2 through 5 above. Due to the calculation formula as illustrated in Note 1 above, the percentage of the total Additional Dilution Source is not equal to the sum of the percentage of each Additional Dilution Source.

The share amounts and ownership percentages set forth in the two tables above are not indicative of voting percentages. Perfect will only proceed with the Business Combination if (a) Merger Sub 2 (as the surviving company of the Mergers) will have net tangible assets of at least $5,000,001 upon consummation of the Business Combination and (b) the Minimum Available Cash Condition is either satisfied or waived. If the actual facts are different than the assumptions set forth above, the share amounts and percentage ownership numbers set forth above will be different.

Q. What voting power will current Provident shareholders, the FPA Investors, the PIPE Investors and the current Perfect shareholders have in Perfect after the Proposed Transactions?

A. It is anticipated that, upon completion of the Business Combination, the voting power in Perfect will be as set forth in the table below (without taking into account any Additional Dilution Source):

	Assuming No Redemption Scenario				Assuming Intermediate Redemption Scenario				Assuming Illustrative Redemption Scenario
	Number of Shares		% of Voting Power		Number of Shares		% of Voting Power		Number of Shares		% of Voting Power
Provident Shareholders (Perfect Class A Ordinary Shares)
Public Shareholders		23,000,000		7.9		12,499,279		4.5		1,998,557		0.7
Initial Shareholders		5,415,000		1.9		5,415,000		1.9		5,415,000		2.0
FPA Investors		5,500,000		1.9		5,500,000		2.0		5,500,000		2.0
PIPE Investors		5,000,000		1.7		5,000,000		1.8		5,000,000		1.9
Perfect Shareholders
Perfect Class A Ordinary Shares		84,211,280		28.9		84,211,280		30.0		84,211,280		31.2
Perfect Class B Ordinary Shares		16,788,718		57.7		16,788,718		59.9		16,788,718		62.2
Total		139,914,998		100.0		129,414,277		100.0		118,913,555		100.0

TABLE OF CONTENTS

	Q. Who will be the officers and directors of Perfect if the Proposed Transactions are consummated?			A. Following the consummation of the Proposed Transactions, the directors of Perfect will be Alice H. Chang, Michael Aw, Jau Hsiung Huang, Jianmei Lyu, Meng-Shiou (Frank) Lee, Philip Tsao and Chung-Hui (Christine) Jih. Alice H. Chang is expected to serve as chief executive officer and Hsiao-Chuan (Iris) Chen is expected to serve as principal financial officer and principal accounting officer of Perfect. See the section entitled “Management of Perfect Following the Business Combination”.
	Q. What happens if I sell my Provident Ordinary Shares before the Meeting?			A. The record date for the Meeting will be earlier than the date that the Proposed Transactions are expected to be completed. If you transfer your Provident ordinary shares after the record date, but before the Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Meeting. However, you will not be entitled to receive any Perfect Class A Ordinary Shares following the Closing because only Provident’s shareholders on the date of the Closing will be entitled to receive Perfect Class A Ordinary Shares in connection with the Closing.
	Q. What is the FPA Investment?			A. In connection with the Initial Public Offering, Provident and FPA Investors entered into the Forward Purchase Agreements pursuant to which the FPA Investors agreed to subscribe for and purchase, and Provident agreed to issue and sell to such FPA Investors, 5,500,000 Forward Purchase Shares and 2,750,000 Forward Purchase Warrants in consideration for an aggregate purchase price of $55.0 million that will close concurrently with the Closing.
	Q. What is the PIPE Investment?			A. In connection with the Business Combination and concurrently with the execution of the Business Combination Agreement, Provident and Perfect entered into the Subscription Agreements with the PIPE Investors pursuant to which the PIPE Investors agreed to subscribe for and purchase, and Provident agreed to issue and sell to such PIPE Investors, an aggregate of 5,000,000 Provident Class A Ordinary Shares in consideration for an aggregate purchase price of $50,000,000.
	Q. Did Provident’s Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?			A. As is customary for a transaction of this nature that is on arm’s-length commercial terms, Provident’s Board did not obtain a third-party valuation or fairness opinion in connection with their determination to approve the Business Combination with Perfect. Provident’s officers and Board have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and sector expertise of Provident’s financial advisors, enabled them to make the necessary analyses and determinations regarding the Business Combination with Perfect. In addition, Provident’s officers and Board and its advisors have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of Provident’s officers and Board in valuing Perfect’s business, and assuming the risk that Provident’s officers and Board may not have properly valued such business.
	Q. Will Provident or Perfect issue additional equity securities in connection with the consummation of the Business Combination.			A. In addition to the PIPE Investment and the FPA Investment, Perfect or Provident may enter into equity financing in connection with the Business Combination with their respective affiliates or any third parties if the parties determine that the issuance of additional equity is necessary or desirable in connection with the consummation of the Business Combination. The purpose of these purchases would be to increase the amount of cash available to Provident for use in the Business Combination. Any equity issuances

TABLE OF CONTENTS

				could result in dilution of the relative ownership interest of the non-redeeming Public Shareholders or the former equity holders of the Company.
	Q. How many votes do I have at the Meeting?			A. Provident shareholders are entitled to one vote on each of the proposals at the Meeting for each Provident Ordinary Share held of record as of , 2022, the record date for the Meeting (the “Record Date”). As of the close of business on the Record Date, there were 28,750,000 Provident Ordinary Shares outstanding, of which 23,000,000 were Provident Class A Ordinary Shares and 5,750,000 were Provident Class B Ordinary Shares.
	Q. What vote is required to approve the proposals presented at the Meeting?			A. The approval of each of the Business Combination Proposal, the Share Issuance Proposal and the Adjournment Proposal requires an ordinary resolution. The approval of the Merger Proposal requires a special resolution. Assuming a quorum is established, a shareholder’s failure to vote by proxy or to vote in person at the Meeting will have no effect on the foregoing proposals. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on any of the proposals. Holders of Provident Class B Ordinary Shares, including Provident’s Sponsor, directors and officers and Ward Ferry, have agreed to vote their shares in favor of the Business Combination Proposal and the Merger Proposal. As of the date of this proxy statement/prospectus, Provident’s Sponsor, directors and officers, and Ward Ferry beneficially owned an aggregate of 5,750,000 Provident Class B Ordinary Shares.
	Q. Do the Perfect shareholders need to approve the Business Combination?			A. The Business Combination needs to be approved by the Perfect shareholders. Concurrently with the execution of the Business Combination Agreement, Perfect, Provident and certain shareholders of Perfect (the “Perfect Voting Shareholders”) entered into a voting agreement (the “Perfect Shareholder Voting Agreement”), pursuant to which each Perfect Voting Shareholder agreed to, among other things, (i) attend any Perfect shareholder meeting to establish a quorum for the purpose of approving the Business Combination, and (ii) vote the Perfect securities held by such Perfect Voting Shareholder in favor of approving the transactions contemplated by the Business Combination Agreement.
	Q. What constitutes a quorum at the Meeting?			A. Holders of a majority of the Provident Ordinary Shares issued and outstanding and entitled to vote at the Meeting constitute a quorum. As of the Record Date, Provident Ordinary Shares would be required to achieve a quorum.
	Q. How do the insiders of Provident intend to vote on the proposals?			A. Provident’s Sponsor, officers and directors and Ward Ferry beneficially own and are entitled to vote an aggregate of approximately 20% of the currently outstanding ordinary shares of Provident. These parties have agreed to vote their securities in favor of the Business Combination Proposal. Provident’s Sponsor, officers and directors have also indicated that they intend to vote their shares in favor of all other proposals being presented at the Meeting.
	Q. What interests do Provident’s current officers and directors have in the Proposed Transactions?			Under Cayman Islands law, directors and officers owe certain fiduciary duties, including, among others, a duty to act in good faith in what the director or officer believes to be in the best interests of the company as whole and a duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose. Directors also owe a duty of care, which is not fiduciary in nature. For detailed discussion of fiduciary duties and duty of care, see “Provident’s Business—Conflicts of Interest.”

TABLE OF CONTENTS

Accordingly, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the amended and restated memorandum and articles of association or alternatively by shareholder approval at general meetings.

Certain of Provident’s officers and directors presently have, and any of them in the future may have, additional, fiduciary or contractual obligations to other entities, including entities that are affiliates of the Sponsor, pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. The table summarizing the entities to which Provident’s officers and directors currently have fiduciary duties or contractual obligations are set forth under “Provident’s Business—Conflicts of Interest” beginning on page 193. Accordingly, if any of Provident’s officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, before Provident can pursue such opportunity, subject to their fiduciary duties under Cayman Islands law. If these other entities decide to pursue any such opportunity, Provident may be precluded from pursuing the same. Provident’s Articles provide that Provident renounces its interests in any corporate opportunities offered to any of its director or officer. Provident believes, however, that neither the fiduciary duties or contractual obligations of its officers or directors to other entities, nor the waiver of the corporate opportunities doctrine in Provident’s Articles, materially impacted its search for an acquisition target nor will materially impact its ability to complete the proposed Business Combination. In fact, as described below under “The Business Combination Proposal—Background of the Business Combination,” Provident was able to identify over 80 potential business combination candidates and engage in discussions with approximately 45 potential targets in a relatively short period following its Initial Public Offering.

Potential investors should also be aware of the following other potential conflicts of interest:

•

Provident’s executive officers and directors are not required to, and will not, commit their full time to Provident’s affairs, which may result in a conflict of interest in allocating their time between Provident’s operations and Provident’s search for a business combination and their other businesses. Provident does not intend to have any full- time employees prior to the completion of Provident’s initial business combination. Each of Provident’s executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and Provident’s executive officers are not obligated to contribute any specific number of hours per week to Provident’s affairs.

•

The Sponsor and Provident’s directors and executive officers entered into agreements with Provident, pursuant to which they agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of Provident’s

TABLE OF CONTENTS

initial business combination. Additionally, the Sponsor agreed to waive its rights to liquidating distributions from the Trust Account with respect to its Founder Shares if Provident fails to complete its initial business combination within the prescribed time frame. If Provident does not complete its initial business combination within the prescribed time frame, the Private Placement Warrants will expire worthless. Except as described herein, the Sponsor and Provident’s directors and executive officers agreed not to transfer, assign or sell any of their Founder Shares until the earliest of (A) one year after the completion of its initial business combination or (B) subsequent to its initial business combination, (x) if the closing price of Provident Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading-day period commencing at least 150 days after Provident’s initial business combination, or (y) the date following the completion of its initial business combination on which Provident completes a merger, share exchange, asset acquisition, share purchase, reorganization or other similar transaction that results in all of Provident’s Public Shareholders having the right to exchange their Provident Class A Ordinary Shares for cash, securities or other property. The Private Placement Warrants will not be transferable until 30 days following the completion of Provident’s initial business combination. Because some of Provident’s directors will own ordinary shares or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate Provident’s initial business combination.

•

Provident’s officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to its initial business combination.

•

If the Business Combination or another business combination is not consummated by January 12, 2023 (or a later date approved by Provident’s shareholders pursuant to Provident’s Articles), Provident will cease all operations except for the purpose of winding up, redeem 100% of the outstanding Public Shares for cash and, subject to the approval of its remaining shareholders and Provident’s Board, dissolve and liquidate. On the other hand, if the Business Combination is consummated, each outstanding Provident Ordinary Share will be converted into one Perfect Class A Ordinary Share, subject to adjustment described herein.

•

If Provident is unable to complete a business combination within the required time period, the Sponsor will be liable to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Provident for services rendered or contracted for or for products sold to Provident, but only if such a vendor or target business has not executed a waiver. If Provident consummates a business combination, on the other hand, Provident will be liable for all such claims.

•

Prior to the consummation of the Initial Public Offering, on October 28, 2020, the Sponsor purchased an aggregate of 5,750,000 Founder Shares for $25,000, or $0.004 per share. The Sponsor

TABLE OF CONTENTS

				subsequently transferred 312,500 Founder Shares to Ward Ferry for no cash consideration concurrently with the closing of the Initial Public Offering pursuant to the Forward Purchase Agreement and an aggregate of 110,000 Founder Shares to three independent directors and two advisors of Provident. Such Founder Shares would become worthless if Provident does not complete a business combination within the required time period, as the Initial Shareholders waived any right to redemption with respect to these shares without receiving any consideration for such waiver. Such Founder Shares have an aggregate market value of approximately $ based on the closing price of the Provident Class A Ordinary Shares of $ on the Nasdaq on , 2022, the Record Date for the Meeting. Such Founder Shares will be cancelled and in exchange thereof entitle their holders to receive in aggregate 5,415,000 Perfect Class A Ordinary Shares in connection with the Business Combination (after taking into account of (i) additional Perfect Class A Ordinary Shares to be issued to holders of Founder Shares to achieve the Target Conversion Ratio, if applicable, and (ii) the Forfeited Shares) and have an aggregate value of $54,150,000, based upon the per share value implied in the Business Combination of $10.00 per Perfect Class A Ordinary Share. • Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,600,000 Private Placement Warrants at $1.0 per warrant in a private placement of Provident, generating gross proceeds to Provident of $6,600,000. The Private Placement Warrants would become worthless if Provident does not complete a business combination within the required time period. Such warrants have an aggregate market value of approximately $ based on the closing price of the Public Warrants of $ on the Nasdaq on , 2022, the Record Date for the Meeting.
				• In connection with the FPA Investment, an affiliate of the Sponsor has agreed to subscribe for 2,000,000 Provident Class A Ordinary Shares that are exchangeable for 2,000,000 Perfect Class A Ordinary Shares in the Business Combination. • Provident’s Initial Shareholders, including its Sponsor, officers and directors, and their respective affiliates, are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Provident’s behalf, such as identifying and investigating possible business targets and business combinations. However, if Provident fails to consummate a business combination within the required period, they will not have any claim against the Trust Account for reimbursement. Accordingly, Provident may not be able to reimburse these expenses if the Business Combination with Perfect or another business combination is not completed by January 12, 2023 (or a later date approved by Provident’s shareholders pursuant to Provident’s Articles). As of the date of this proxy statement/prospectus, there is no unpaid reimbursable expenses. • The Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate. • Given the difference between the purchase price that the Sponsor

TABLE OF CONTENTS

				paid for the Founder Shares and the price of the Public Shares and considering that the Sponsor would receive a substantial amount of Perfect Class A Ordinary Shares in connection with the Proposed Transactions, the Sponsor and its affiliates can earn a positive rate of return on their investment, even if other shareholders experience a negative rate of return in the post-Business Combination company. • The current directors and officers of Provident will continue to be indemnified by Provident and will continue to be covered by the directors’ and officers’ liability insurance after the Business Combination. • Since its inception, the Sponsor has made loans from time to time to Provident to fund certain capital requirements. As of the date of this proxy statement/prospectus, no amount of these loans is outstanding. • Michael Aw, director, Chief Executive Officer and Chief Financial Officer of Provident and a director of the Sponsor, will be a member of Perfect’s Board following the Closing and, therefore, in the future, Mr. Aw could receive cash fees, share options or share-based awards that Perfect’s Board determines to pay to its non-executive directors. • Provident’s Articles contain a waiver of the corporate opportunity doctrine. With such waiver, there could be business combination targets that may be suitable or worth consideration for a combination with Provident but not offered due to a Provident director’s duties to another entity. Provident does not believe that the potential conflict of interest relating to the waiver of the corporate opportunities doctrine in Provident’s Articles impacted its search for an acquisition target and Provident was not prevented from reviewing any opportunities as a result of such waiver. The existence of financial and personal interests of Provident’s directors and officers may result in a conflict of interest on part of one or more of them between what they may believe is best for Provident and what they may believe is best for themselves in determining whether or not to make their recommendation to vote in favor of the approval of the Business Combination Proposal and the other Proposals described in this proxy statement/prospectus. The Provident’s Board concluded that the potentially disparate interests would be mitigated because (i) these interests were disclosed in Provident’s IPO prospectus and also in this proxy statement/prospectus; and (ii) these disparate interests would exist or may be even greater with respect to a business combination with another target company.
	Q: 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?			A. As discussed in more detail below under “Material U.S. Federal Income Tax Considerations—Tax Treatment of the Mergers,” Provident and Perfect intend to treat the Mergers, taken together, as a “reorganization” within the meaning of Section 368 of the Code (a “Reorganization”). If this treatment applies, U.S. Holders (as defined in “Material U.S. Federal Income Tax Considerations” below) will generally not recognize gain or loss for U.S. federal income tax purposes on the exchange of Provident Class A Ordinary Shares and Public Warrants (collectively, the “Provident Securities”) for Perfect Class A Ordinary Shares and Perfect Warrants (collectively, the “Perfect Securities”) pursuant to the Mergers, subject to the discussion contained herein regarding U.S. Holders that receive cash upon the exercise of their redemption rights and on the application of the PFIC rules. However, as discussed in more detail below, there are significant factual and legal uncertainties as to whether the Mergers will

TABLE OF CONTENTS

				qualify as a Reorganization. Because of these uncertainties, Davis Polk & Wardwell LLP (“Davis Polk”), special tax counsel to Provident, is unable to render an opinion regarding the qualification of the Mergers as a Reorganization. If the Mergers do not qualify as a Reorganization, then a U.S. Holder that exchanges Provident Securities for Perfect Securities in the Mergers will be required to recognize gain or loss equal to the difference between (i) the fair market value of the Perfect Securities received in the Mergers and (ii) the U.S. Holder’s adjusted tax basis in the Provident Securities exchanged in the Mergers.
				In addition, even if the Mergers do qualify as a Reorganization, U.S. Holders may be required to recognize gain (but not loss) by reason of the application of the PFIC rules, as described in more detail below under “Material U.S. Federal Income Tax Considerations—Tax Treatment of the Mergers—Application of the PFIC Rules to the Mergers” or the application of Section 367 of the Code and the Treasury Regulations promulgated thereunder, as described in more detail below under “Risk Factors—Risks Related to the Perfect Class A Ordinary Shares and the Perfect Warrants—U.S. Holders of Provident Class A Ordinary Shares and Public Warrants may be required to recognize gain for U.S. federal income tax purposes regardless of whether the Mergers qualify as a Reorganization for U.S. federal income tax purposes”.
				All holders of Provident Securities are urged to consult with their own tax advisors regarding the potential tax consequences to them of the Mergers, including in the event that the Mergers do not qualify as a Reorganization.
	Q. Do I have redemption rights?			A. Pursuant to Provident’s Articles, holders of the Public Shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with Provident’s Articles. As of the date of this proxy statement/prospectus, based on funds in the Trust Account of approximately $230,000,000 (excluding interest earned and dissolution expenses), this would have amounted to approximately $10.00 per share. If a holder exercises its redemption rights, then such holder will be redeeming its Public Shares for cash. Such a holder will be entitled to receive cash for its Public Shares only if it properly demands redemption and delivers its share certificates (if any) and a redemption notice (either physically or electronically) to Provident’s transfer agent two days prior to the Meeting. See the section entitled “The Extraordinary General Meeting of Provident Shareholders—Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.
	Q. Are there any limitations on redemption rights?			A. Yes. Provident’s Articles provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in the Initial Public Offering, which Provident refers to as the “Excess Shares,” without its prior consent. Provident believes this restriction will discourage shareholders of Provident from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against the Proposed Transactions as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a Public Shareholder holding more than an aggregate of 15% of the shares sold in our Initial Public Offering could threaten to exercise its redemption rights if such holder’s shares are not purchased by us or our

TABLE OF CONTENTS

				management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders’ ability to redeem no more than 15% of the shares sold in our Initial Public Offering without our consent, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with the Proposed Transactions, which require as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against the Proposed Transactions.
	Q. Will how I vote affect my ability to exercise redemption rights?			A. No. You may exercise your redemption rights whether or not you are a holder of Provident Ordinary Shares on the Record Date (so long as you are a holder at the time of exercise), or whether you vote Provident Ordinary Shares on the Business Combination Proposal (for or against) or any other proposal described by this proxy statement/prospectus. As a result, the Business Combination Agreement can be approved by shareholders who will redeem their shares and no longer remain shareholders, leaving shareholders who choose not to redeem their shares holding shares in a company with a potentially less liquid trading market, fewer shareholders, potentially less cash and the potential inability to meet the listing standards of the Nasdaq.
	Q. How do I exercise my redemption rights?			A. If you are a holder of the Public Shares and wish to exercise your redemption rights, you must demand that Provident redeem your shares for cash no later than 5:00 p.m. Eastern time on , 2022 (two business days prior to the vote on the Business Combination Proposal) by (A) submitting your request in writing to Mark Zimkind of Continental, at the address listed at the end of this section and (B) delivering your share certificates (if any) together with the redemption forms to Provident’s transfer agent physically or electronically using DTC’s DWAC (Deposit Withdrawal at Custodian) system. If you hold the shares in “street name,” you will have to coordinate with your broker to have your shares certificated or share certificates (if any) together with the redemption notices delivered electronically. If you do not submit a written request and deliver your share certificates as described above, your shares will not be redeemed. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering the share certificate (if any) together with the redemption forms through the DWAC system. The transfer agent will typically charge the tendering broker $100 and it would be up to the broker whether or not to pass this cost on to the holder of the shares being redeemed. Any holder of the Public Shares (whether or not they are a holder on the Record Date) will be entitled to demand that his shares be redeemed for a full pro rata portion of the amount then in the Trust Account (which was approximately $ million, or approximately $ per share, as of , 2022, the Record Date). Such amount, less any owed but unpaid taxes on the funds in the Trust Account, will be paid promptly upon consummation of the Business Combination. There are currently no owed but unpaid income taxes on the funds in the Trust Account. However, under Cayman Islands law, the proceeds held in the Trust Account could be subject to claims which could take priority over those of the Public Shareholders exercising redemption rights, regardless of whether such holders vote for or against the Business Combination Proposal. Therefore, the per-share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal will have no impact on the amount

TABLE OF CONTENTS

				you will receive upon exercise of your redemption rights.
				If you wish to exercise your redemption rights but initially do not check the box on the proxy card providing for the exercise of your redemption rights and do not send a written request to Provident to exercise your redemption rights, you may request that Provident send you another proxy card on which you may indicate your intended vote or your intention to exercise your redemption rights. You may make such request by contacting Provident at the phone number or address listed at the end of this section. Any request for redemption, once made by a holder of the Public Shares, may be withdrawn at any time up to the time the vote is taken with respect to the Business Combination Proposal at the Meeting. If you deliver your share certificates (if any) together with the redemption forms for redemption to Provident’s transfer agent and later decide prior to the Meeting not to elect conversion, you may request that Provident’s transfer agent return the shares (physically or electronically). You may make such request by contacting Provident’s transfer agent at the phone number or address listed at the end of this section. Any corrected or changed proxy card or written demand of redemption rights must be received by Provident prior to the vote taken on the Business Combination Proposal at the Meeting. No demand for redemption will be honored unless the holder’s share certificates (if any) together with the redemption forms have been delivered (either physically or electronically) to Provident’s transfer agent at least two business days prior to the vote at the Meeting. If a holder of the Public Shares properly makes a demand for redemption as described above, then, if the Business Combination is consummated, Provident will convert these shares into a pro rata portion of funds deposited in the Trust Account. If you exercise your redemption rights, then you will be exchanging your ordinary shares of Provident for cash and will not be entitled to Perfect Class A Ordinary Shares with respect to your ordinary shares of Provident upon consummation of the Business Combination. If the Business Combination is not approved or completed for any reason, then holders of the Public Shares who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the cash in the Trust Account. In such case, Provident will promptly return any share certificates (if any) together with the redemption forms delivered by public holders and such holders may only share in the assets of the Trust Account upon the liquidation of Provident. This may result in holders receiving less than they would have received if the Business Combination was completed and they exercised redemption rights in connection therewith due to potential claims of creditors. If you are a holder of the Public Shares and you exercise your redemption rights, it will not result in the loss of any Public Warrants that you may hold. Your Public Warrants will be exchanged for Perfect Warrants upon consummation of the Business Combination, with each warrant exercisable for one Perfect Class A Ordinary Share at a purchase price of $11.50.
	Q: What are the U.S. federal income tax consequences of exercising my redemption rights?			A. A U.S. Holder (as defined in “Material U.S. Federal Income Tax Considerations” below) of Provident Class A Ordinary Shares that exercises its redemption rights may be treated as selling Provident Class A Ordinary Shares, resulting in the recognition of gain or loss. However, there are certain circumstances in which the redemption may instead be treated as a

TABLE OF CONTENTS

				distribution for U.S. federal income tax purposes depending on the amount of ordinary shares that a U.S. Holder owns or is deemed to own (including through the ownership of warrants) at the relevant time. As discussed in more detail below, Provident believes that it will be a passive foreign investment company (“PFIC”) with respect to its current taxable year. In that case, the U.S. federal income tax treatment of any income or gain recognized by a U.S. Holder that exercises its redemption rights will depend on the application of the PFIC rules discussed below and whether the U.S. Holder has made a PFIC Election (as defined below) with respect to its Provident Class A Ordinary Shares. In addition, it is possible that the redemption of Provident Class A Ordinary Shares could be integrated with the Mergers for U.S. federal income tax purposes, in which case the redemption would be treated in the manner described below under “Material U.S. Federal Income Tax Considerations—Tax Treatment of the Mergers—Consequences of the Mergers Being Treated as a Reorganization”. For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights by a U.S. Holder, see the sections entitled “Material U.S. Federal Income Tax Considerations—Redemption of Provident Class A Ordinary Shares” and “Material U.S. Federal Income Tax Considerations—Passive Foreign Investment Company Rules”.
	Q. If I am a Public Warrant holder, can I exercise redemption rights with respect to my Warrants?			A. No. The holders of Public Warrants have no redemption rights with respect to such securities. Each Public Warrant will be exchanged for one Perfect Warrant upon consummation of the Business Combination, which will be exercisable for one Perfect Class A Ordinary Share at a purchase price of $11.50.
	Q. If I am a Unit holder, can I exercise redemption rights with respect to my Units?			A. No. Holders of outstanding Units must separate the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares. If you hold Units registered in your own name, you must deliver the certificate for such Units to Continental, Provident’s transfer agent, with written instructions to separate such Units into the Public Shares and Public Warrants. This must be completed far enough in advance to permit the mailing of the Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the Public Shares from the Units. See “How do I exercise my redemption rights?” above. The address of Continental is listed under the question “Who can help answer my questions?” below. If a broker, dealer, commercial bank, trust company or other nominee holds your Units, you must instruct such nominee to separate your Units. Your nominee must send written instructions by facsimile to Continental, Provident’s transfer agent. Such written instructions must include the number of Units to be split and the nominee holding such Units. Your nominee must also initiate electronically, using DTC’s deposit withdrawal at custodian (DWAC) system, a withdrawal of the relevant Units and a deposit of an equal number of the Public Shares and Public Warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the Units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Public Shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

TABLE OF CONTENTS

	Q. Do I have appraisal rights if I object to the proposed Business Combination?			A. The Companies Act prescribes when shareholder appraisal rights will be available and sets the limitations on such rights. Where such rights are available, shareholders are entitled to receive fair value for their shares. However, regardless of whether such rights are or are not available, shareholders are still entitled to exercise the rights of redemption as set out herein, and Provident’s Board has determined that the redemption proceeds payable to shareholders who exercise such redemption rights represent the fair value of those shares. See the section entitled “Proposal No. 1—The Business Combination Proposal—Material U.S. Federal Income Tax Considerations—Appraisal Rights Under the Companies Act” for additional information. Holders of Public Warrants or Units do not have appraisal rights in connection with the Business Combination under the Companies Act.
	Q. What will happen to my Provident Ordinary Shares as a result of the Business Combination?			A. If the Business Combination is completed, each Provident Class A Ordinary Share will become a Perfect Class A Ordinary Share.
	Q. What happens to the funds deposited in the Trust Account after consummation of the Business Combination?			A. Of the net proceeds of the Initial Public Offering (including underwriters’ exercise of over-allotment option) and simultaneous sale of Private Placement Warrants, a total of $230,000,000 was placed in the Trust Account immediately following the Initial Public Offering and the exercise of the over-allotment option. After consummation of the Business Combination, the funds in the Trust Account will be used by Provident to pay holders of the Public Shares who exercise redemption rights, to pay fees and expenses incurred in connection with the Business Combination with Perfect (including fees of an aggregate of approximately $8.05 million deferred discount to certain underwriters in connection with the IPO), and to repay any loans owed by Provident to Sponsor. Any remaining funds will be paid to Perfect (or as otherwise designated in writing by Perfect to Provident prior to the Closing) and used for working capital and general corporate purposes of Perfect.
	Q. What happens if a substantial number of Public Shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?			A. The Public Shareholders may vote in favor of the Business Combination and still exercise their redemption rights, although they are not required to vote in any way to exercise such redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Shareholders are substantially reduced as a result of redemptions by the Public Shareholders. To the extent that there are fewer Public Shares and Public Shareholders, the trading market for the Perfect Class A Ordinary Shares may be less liquid than the market was for the Provident Class A Ordinary Shares prior to the Proposed Transactions, and Perfect may not be able to meet the listing standards of a national securities exchange. In addition, to the extent of any redemptions, fewer funds from the Trust Account would be available to Perfect to be used in its business following the consummation of the Business Combination.
	Q. What happens if the Business Combination is not consummated?			A. If Provident does not complete the Business Combination with Perfect or another business combination by January 12, 2023 (or a later date approved by Provident’s shareholders pursuant to Provident’s Articles), Provident must redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to an amount then held in the Trust Account (excluding interest earned and dissolution expenses).

TABLE OF CONTENTS

	Q. When do you expect the Business Combination to be completed?			A. It is currently anticipated that the Business Combination will be consummated promptly following the Meeting, which is set for , 2022; however, such Meeting could be adjourned, as described above. For a description of the conditions for the completion of the Business Combination, see the section entitled “Proposal No. 1—The Business Combination Proposal—The Business Combination Agreement—Closing Conditions”.
	Q. What do I need to do now?			A. Provident urges you to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a shareholder and/or Public Warrant holder of Provident. Shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.
	Q. Who will solicit and pay the cost of soliciting proxies?			A. Provident has engaged a professional proxy solicitation firm, Morrow Sodali LLC (“Morrow”), to assist in soliciting proxies for the Meeting. Provident has agreed to pay Morrow a fee of $30,000 plus disbursements for such services. Provident will reimburse Morrow for reasonable out-of-pocket expenses and will indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. Provident will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of our ordinary shares for their expenses in forwarding soliciting materials to beneficial owners of our ordinary shares, and in obtaining voting instructions from those owners. Provident’s management team may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.
	Q. How do I vote?			A. If you are a holder of record of Provident Ordinary Shares on the Record Date, you may vote in person (physically or virtually) at the Meeting or by submitting a proxy for the Meeting. If you choose to attend the Meeting virtually, you will need to visit https://www.cstproxy.com/paqc/2022, and enter the control number found on your proxy card, voting instruction form or notice you previously received. You may vote during the Meeting by following instructions available on the meeting website during the meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the Meeting and vote in person, obtain a proxy from your broker, bank or nominee.
	Q. If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?			A. No. A “broker non-vote” occurs when a broker submits a proxy that states that the broker does not vote for some or all of the proposals because the broker has not received instructions from the beneficial owners on how to vote on the proposals and does not have discretionary authority to vote in the absence of instructions. Under the relevant rules, brokers are not permitted to vote on any of the matters to be considered at the Meeting. As a result, your public shares will not be voted on any matter unless you affirmatively instruct your broker, bank or nominee how to vote your shares in one of the ways indicated by your broker, bank or other nominee. You should instruct your broker to vote your shares in accordance with directions you provide.

TABLE OF CONTENTS

	Q. May I change my vote after I have mailed my signed proxy card?			A. Yes. If you are a shareholder of record of Provident Ordinary Shares as of the close of business on the record date, you can change or revoke your proxy before it is voted at the Meeting in one of the following ways: • submit a new proxy card bearing a later date; • give written notice of your revocation to Provident, which notice must be received by Provident prior to the vote at the Meeting; or • vote electronically at the Meeting by visiting and entering the control number found on your proxy card, voting instruction form or notice you previously received. Please note that your attendance at the Meeting will not alone serve to revoke your proxy. If your shares are held in “street name” by your broker, bank or another nominee as of the close of business on the record date, you must follow the instructions of your broker, bank or other nominee to revoke or change your voting instructions.
	Q. What happens if I fail to take any action with respect to the Meeting?			A. If you fail to take any action with respect to the Meeting and the Business Combination is approved by shareholders and consummated, you will become a shareholder and/or warrant holder of Perfect. If you fail to take any action with respect to the Meeting and the Business Combination is not approved, you will continue to be a shareholder and/or warrant holder of Provident.
	Q. What should I do with my shares and/or warrant certificates?			A. Public Warrant holders should not submit their warrant certificates (if any) now and those shareholders who do not elect to have their Provident Ordinary Shares redeemed for their pro rata share of the Trust Account should not submit their share certificates (if any) now. After the consummation of the Business Combination, Provident’s transfer agent will send instructions to Provident shareholders and warrant holders regarding the exchange of their Provident Ordinary Shares and Provident Warrants for Perfect Class A Ordinary Shares and Perfect Warrants, respectively. Provident shareholders who exercise their redemption rights must deliver their share certificates (if any) and redemption notice to Provident’s transfer agent (either physically or electronically) at least two business days prior to the vote at the Meeting.
	Q. What should I do if I receive more than one set of voting materials?			A. Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Provident Ordinary Shares.

TABLE OF CONTENTS

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the Meeting, including the Business Combination Proposal, you should read this entire document carefully, including the Business Combination Agreement attached to this proxy statement/prospectus as Annex A to this proxy statement/prospectus. The Business Combination Agreement is the legal document that governs the Mergers and the other transactions that will be undertaken in connection with the Business Combination. It is also described in detail in this proxy statement/prospectus in the section entitled “The Business Combination Agreement”.

The Parties to the Proposed Transactions

Provident Acquisition Corp.

Provident Acquisition Corp. (“Provident” or “PAQC”) is a blank check company formed in order to effect a merger, share exchange, asset acquisition or other similar business combination with one or more businesses or entities. Provident was incorporated under the laws of the Cayman Islands on October 21, 2020.

On January 12, 2021, Provident closed its Initial Public Offering of 23,000,000 Units, with each Unit consisting of one Provident Class A Ordinary Share and one-half of one Public Warrant, with each whole Public Warrant exercisable for one Provident Class A Ordinary Share at a price of $11.50 per share. The Units from the Initial Public Offering (including the over-allotment option) were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $230,000,000. Simultaneously with the consummation of the Initial Public Offering, Provident consummated the private sale of an aggregate of 6,600,000 Private Placement Warrants to its Initial Shareholders, in each case at $1.00 per Private Placement Warrant for an aggregate purchase price of $6,600,000. A total of $230,000,000 was deposited into the Trust Account and the remaining proceeds became available to be used as working capital to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. The Initial Public Offering was conducted pursuant to a registration statement on Form S-1 (Reg. No. 333-251571) that became effective on January 7, 2021. As of March 31, 2022, there was approximately $230,016,924.75 held in the Trust Account.

In connection with the consummation of the Business Combination, the funds in the Trust Account will be used by Provident to pay holders of the Public Shares who exercise redemption rights, to pay fees and expenses incurred in connection with the Business Combination with Perfect (including fees of an aggregate of approximately $8.05 million deferred discount to certain underwriters in connection with the IPO), and to repay any loans owed by Provident to Sponsor. Any remaining funds will be paid to Perfect (or as otherwise designated in writing by Perfect to Provident prior to the Closing) and used for working capital and general corporate purposes of Perfect.

Citigroup Global Markets Inc., in its roles as capital markets advisor to Provident, has provided Provident with advice and assistance in reviewing potential targets with which to consummate a business combination and arranging meetings with and preparing materials for investors in connection with the consummation of the Business Combination, as well as providing general advice with respect to special purpose acquisition company transactions.

The Units, the Provident Class A Ordinary Shares and the Public Warrants are listed on the Nasdaq under the symbols “PAQCU,” “PAQC,” and “PAQCW,” respectively.

The mailing address of Provident’s principal executive office is Unit 11C/D, Kimley Commercial Building, 142-146 Queen’s Road Central, Hong Kong and its telephone number is +852 2467 0338.

Perfect

Perfect Corp. (the “Company” or “Perfect”), a Cayman Islands exempted company with limited liability, was incorporated on February 13, 2015, as a spin-off from CyberLink Corp., a listed company in Taiwan. Perfect’s mission is to democratize the shopping experience for consumers and brands with AR- and AI- and digital technologies.

TABLE OF CONTENTS

Initially, Perfect primarily focused on the development of makeup virtual try-on solutions. From 2015 to 2017, Perfect refined its technology based on market feedback and expanded its development into other beauty solutions, such as nail virtual try-on and skin diagnostics. Over the 2016 through 2017 period, Perfect grew to a platform with over 300 million users of its mobile apps, which further provided feedback and guidance on consumer tastes and preferences. In 2017, Perfect launched its SaaS business model to further monetize its technology and to gain further support from large brands and retailers. With more beauty solutions such as hair color virtual try-on being developed, by the end of 2018, Perfect was already able to provide a complete SaaS series of services. Perfect’s goal then moved to becoming a one-stop shop for AR- and AI-beauty and fashion solutions. Since early 2019, Perfect introduced beauty tech AI and formed numerous partnerships with ecommerce and social media leaders, including Alphabet (Google and YouTube), Meta (Instagram), and Snap, as well as Asia tech platforms such as Alibaba (Taobao and Tmall). Such partnerships have been critical to Perfect’s growth as a omni-channel service provider. In mid-2021, Perfect expanded its path into the fashion tech area, which includes products such as virtual try-on for eyewear, jewelry, headwear and watches. With innovation at the heart of its values, Perfect seeks to continue to expand its product portfolio and strengthen its leadership as provider of AR- and AI-powered solutions dedicated to the beauty and fashion industry.

The mailing address of Perfect’s principal executive office is 14F, No. 98 Minquan Road, Xindian District, New Taipei City 231, Taiwan and its telephone number is +886-2-8667-1265.

Beauty Corp.

Beauty Corp. was incorporated on November 3, 2021 solely for the purpose of effectuating the Business Combination described herein. Beauty Corp. was incorporated under the laws of the Cayman Islands as an exempted company with limited liability and a wholly owned subsidiary of Perfect. Beauty Corp. owns no material assets and does not operate any business.

Prior to the consummation of the Business Combination, the sole director of Beauty Corp. is Alice H. Chang, the founder and the CEO of Perfect, and the sole shareholder of Beauty Corp. is Perfect.

The mailing address of Beauty Corp.’s registered office is P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. After the consummation of the Business Combination, Beauty Corp. will cease to exist.

Fashion Corp.

Fashion Corp. was incorporated on December 9, 2021 solely for the purpose of effectuating the Business Combination described herein. Fashion Corp. was incorporated under the laws of the Cayman Islands as an exempted company with limited liability and a wholly owned subsidiary of Perfect. Fashion Corp. owns no material assets and does not operate any business.

Prior to the consummation of the Business Combination, the sole director of Fashion Corp. is Alice H. Chang, the founder and the CEO of Perfect, and the sole shareholder of Fashion Corp. is Perfect.

The mailing address of Fashion Corp.’s registered office is P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. After the consummation of the Business Combination, its principal executive office will be that of Perfect, located at 14F, No. 98 Minquan Road, Xindian District, New Taipei City 231, Taiwan and its telephone number is +886-2-8667-1265.

Controlled Company

Upon consummation of the Business Combination, Perfect expects to be a “controlled company” as defined under the rules of the Nasdaq since Alice H. Chang, Perfect’s founder and CEO, will beneficially own more than 50% of Perfect's total voting power. For so long as Perfect remains a controlled company under this definition, Perfect is permitted to elect to rely, and currently intends to rely, on certain exemptions from corporate governance rules, including the exemption from the rule that a majority of its board of directors must be independent directors.

TABLE OF CONTENTS

Emerging Growth Company

Each of Provident and Perfect is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, each is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in their periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find Perfect’s securities less attractive as a result, there may be a less active trading market for Perfect’s securities and the prices of Perfect’s securities may be more volatile.

Perfect will remain an emerging growth company under the JOBS Act until the earliest of: (i) the last day of the fiscal year (a) following the fifth anniversary of the date on which Perfect Class A Ordinary Shares were offered in connection with the Proposed Transactions, (b) in which it has total annual gross revenues of at least $1.07 billion, or (c) in which it is deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of its ordinary shares that are held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter; or (ii) the date on which it has issued more than $1 billion in non-convertible debt during the prior three-year period.

Foreign Private Issuer Status

Perfect is an exempted company limited by shares incorporated in 2015 under the laws of the Cayman Islands. After the consummation of the Business Combination, Perfect will report under the Exchange Act as a non-U.S. company with foreign private issuer status. Under Rule 405 of the Securities Act, the determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter and, accordingly, the next determination will be made with respect to Perfect on June 30, 2022. Even after Perfect no longer qualifies as an emerging growth company, for so long as Perfect qualifies as a foreign private issuer, it will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including:

•

the rules requiring domestic filers to issue financial statements prepared under U.S. GAAP;

•

the rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC;

•

the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act;

•

the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and

•

the selective disclosure rules by issuers of material nonpublic information under Regulation Fair Disclosure, or Regulation FD, which regulates selective disclosure of material non-public information by issuers.

Perfect will be required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, Perfect intends to publish its results on a quarterly basis through press releases, distributed pursuant to the rules and regulations of Nasdaq. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information Perfect is required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. Accordingly, after the Business Combination, Perfect shareholders will receive less or different information about Perfect than a shareholder of a U.S. domestic public company would receive.

TABLE OF CONTENTS

After the consummation of the Business Combination, Perfect expects to be listed on Nasdaq. Nasdaq market rules permit a foreign private issuer like Perfect to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands, which is Perfect’s home country, may differ significantly from Nasdaq corporate governance listing standards. Among other things, Perfect is not required to have:

•

a majority of the Board consisting of independent directors;

•

a compensation committee consisting of independent directors;

•

a nominating committee consisting of independent directors; or

•

regularly scheduled executive sessions with only independent directors each year.

Perfect intends to rely on the exemptions listed above. As a result, you may not be provided with the benefits of certain corporate governance requirements of Nasdaq applicable to U.S. domestic public companies. Perfect would cease to be a foreign private issuer at such time as more than 50% of its outstanding voting securities are held by U.S. residents and any of the following three circumstances applies: (i) the majority of its executive officers or directors are U.S. citizens or residents, (ii) more than 50% of its assets are located in the United States or (iii) its business is administered principally in the United States.

If at any time Perfect ceases to be a foreign private issuer, we will take all action necessary to comply with the applicable rules of SEC and Nasdaq.

Foreign private issuers, like emerging growth companies, are also exempt from certain more stringent executive compensation disclosure rules. Thus, even if Perfect no longer qualifies as an emerging growth company but remains a foreign private issuer, it will continue to be exempt from the more stringent compensation disclosures required of public companies that are neither an emerging growth company nor a foreign private issuer.

The Proposed Transactions

The Business Combination Agreement

On March 3, 2022, Provident entered into the Business Combination Agreement with Perfect, Beauty Corp. and Fashion Corp.

Pursuant to the terms of the Business Combination Agreement: (i) Merger Sub 1 will merge with and into Provident (the “First Merger”), with Provident surviving the First Merger as a wholly owned subsidiary of Perfect (such company, as the surviving entity of the First Merger, the “First Merger Surviving Company”), and (ii) immediately following the First Merger and as part of the same overall transaction as the First Merger, the First Merger Surviving Company will merge with and into Merger Sub 2 (the “Second Merger,” and together with the First Merger, the “Mergers”), with Merger Sub 2 surviving the Second Merger as a wholly owned subsidiary of Perfect (such company, as the surviving entity of the Second Merger, the “Second Merger Surviving Company”). As a result of the Mergers, and upon consummation of the Mergers and the other transactions contemplated by the Business Combination Agreement (the “Business Combination” and together with transactions contemplated by agreements, instruments and documents contemplated by the Business Combination Agreement, the “Proposed Transactions”), the shareholders of Provident will become shareholders of Perfect. The times at which the First Merger and the Second Merger become effective are sometimes referred to as the “First Merger Effective Time” and “Second Merger Effective Time,” respectively. The closing of the Mergers is herein referred to as the “Closing”.

Merger Consideration

In accordance with the terms and subject to the conditions of the Business Combination Agreement: (i) immediately prior to the First Merger Effective Time, Provident Class B Ordinary Shares outstanding immediately prior to the First Merger Effective Time will be automatically converted into a number of Provident Class A Ordinary Shares in accordance with the conversion ratio provided under Provident’s Articles, and, after giving effect to such automatic conversion, (ii) at the First Merger Effective Time and as a result of the First Merger, (a) each issued and outstanding Provident Class A Ordinary Share (other than

TABLE OF CONTENTS

the Provident Dissenting Shares (as defined below)) will be cancelled in exchange for the right to receive one Perfect Class A Ordinary Share (“Conversion Ratio”), and (b) each issued and outstanding Provident Class A Ordinary Share that is held by any person who has validly exercised and not effectively withdrawn or lost their right to dissent from the First Merger in accordance with Section 238 of the Companies Act (“Provident Dissenting Share”) will be cancelled and carry no right other than the right to receive the payment of the fair value of such Provident Dissenting Share determined in accordance with Section 238 of the Companies Act, and (c) each issued and outstanding Provident Warrant will be converted into one Perfect Warrant. In addition, pursuant to the Sponsor Letter Agreement, (i) if the Conversion Ratio is less than the sum of (I) one plus (II) the quotient of (A) the number of Forward Purchase Shares divided by (B) 23,000,000 (the “ Target Conversion Ratio”), Perfect will issue additional Perfect Class A Ordinary Shares to the former holders of Provident Class B Ordinary Shares to make the total number of Perfect Class A Ordinary Shares held by each such holder immediately after the First Merger Effective Time equal to an amount that such holder would hold had the Provident Class B Ordinary Shares been converted into Provident Class A Ordinary Shares at the Target Conversion Ratio, and (ii) 25.90333% of the Perfect Class A Ordinary Shares held by the Sponsor as of immediately after the First Merger Effective Time (after the share issuance described in the foregoing (i)) will be surrendered and cancelled.

Immediately prior to the First Merger Effective Time, (i) Perfect’s Articles will be adopted and become effective, and (ii) Perfect will effect a share combination such that each Perfect Common Share and each Perfect Preferred Share (collectively, the “Pre-Recapitalization Perfect Shares”) (whether issued and outstanding or authorized but unissued) immediately prior to the First Merger Effective Time, will be consolidated into a number of shares equal to the Combination Factor (as defined below), and upon such share combination, (a) each resulting share held by any person other than DVDonet.com. Inc., Golden Edge Co., Ltd., World Speed Company Limited and Alice H. Chang (collectively, the “Perfect Founder Parties”) will be repurchased and cancelled by Perfect in exchange for the issuance of one Perfect Class A Ordinary Share, and (b) each resulting share that is held by the Perfect Founder Parties will be repurchased and cancelled by Perfect in exchange for the issuance of one Perfect Class B Ordinary Share (items (i) through (ii), the “Recapitalization”). Pursuant to Perfect’s Articles, each Perfect Class A Ordinary Share will have one vote and each Perfect Class B Ordinary Share will have ten votes.

The “Combination Factor” is a number resulting from dividing the Per Share Perfect Equity Value by $10.00. The “Per Share Perfect Equity Value” is obtained by dividing (i) the equity value of Perfect (being $1,010,000,000) by (ii) the aggregate number of Pre-Recapitalization Perfect Shares that are issued and outstanding immediately prior to the Recapitalization. Upon the Recapitalization, each Perfect Ordinary Share will have a value of $10.00.

For a detailed discussion on calculation of the number of Perfect Shares to be received by holders of Perfect securities in connection with the Business Combination, please see the sections entitled
“Proposal No. 1—The Business Combination Proposal—The Business Combination Agreement” and “Proposal No. 1—The Business Combination Proposal—Ancillary Agreements”.

In connection with the consummation of the Proposed Transactions, the following will occur:

•

Perfect will amend its currently effective memorandum and articles of association to be substantially in the form attached to this proxy statement/prospectus as Annex B;

•

prior to the First Merger, the PIPE Investors will subscribe for and purchase 5,000,000 Provident Class A Ordinary Shares at an aggregate purchase price of $50,000,000;

•

prior to the First Merger, the FPA Investors will subscribe for and purchase 5,500,000 Provident Class A Ordinary Shares and 2,750,000 warrants to purchase Provident Class A Ordinary Shares at $11.50 at an aggregate purchase price of $55,000,000; and

•

at the Closing, the Perfect Shareholder Lock-Up Agreement and the New Registration Rights Agreement will be entered into, and the Registration Rights Agreement, dated as of January 7, 2021, between Provident and the Sponsor will terminate.

Conditions to Closing

The obligations of Provident, Perfect, Merger Sub 1 and Merger Sub 2 to consummate the Business Combination is conditioned upon, among other things: (i) receipt of the required approval by the Provident

TABLE OF CONTENTS

shareholders; (ii) receipt of the required approval by the Perfect shareholders; (iii) after giving effect to the Provident Shareholder Redemption, Merger Sub 2 (as the surviving company of the Mergers) having at least $5,000,001 of net tangible assets immediately after the consummation of the Business Combination; (iv) the absence of any law or governmental order enjoining, prohibiting or making illegal the consummation of the Business Combination; (v) the approval for listing of Perfect Class A Ordinary Shares and Perfect Warrants to be issued in connection with the Business Combination on Nasdaq immediately following the Closing; (vi) effectiveness of this registration statement in accordance with the Securities Act and the absence of any stop order issued by the SEC with respect to this registration statement; and (vii) completion of the Recapitalization in accordance with the terms of the Business Combination Agreement.

The obligations of Perfect, Merger Sub 1 and Merger Sub 2 to consummate the Business Combination are also conditioned upon, among other things: (i) the accuracy of the representations and warranties of Provident (subject to certain materiality standards set forth in the Business Combination Agreement); (ii) material compliance by Provident with its pre-closing covenants; (iii) the Minimum Available Cash Condition; and (iv) the absence of any event since the date of the Business Combination Agreement that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Provident to timely consummate the Business Combination.

The obligations of Provident to consummate the Business Combination are also conditioned upon, among other things: (i) the accuracy of the representations and warranties of Perfect (subject to certain materiality standards set forth in the Business Combination Agreement); (ii) material compliance by Perfect with its pre-closing covenants; and (iii) the absence of any event since the date of the Business Combination Agreement that has had, or would reasonably be expected to have, a material adverse effect on the business, results of operations or financial condition of Perfect and its subsidiaries, taken as a whole (subject to certain exceptions set forth in the Business Combination Agreement).

For a summary of all of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled “Proposal No. 1—The Business Combination Proposal—Business Combination Agreement”.

Termination

The Business Combination Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including, among other reasons:

•

by mutual written consent of all parties to the Business Combination Agreement;

•

by either Provident or Perfect if the Closing has not occurred on or before December 31, 2022 (the “Termination Date”);

•

by either Provident or Perfect if the consummation of the Mergers is permanently enjoined, prohibited, deemed illegal or prevented by a final, non-appealable governmental order;

•

by Perfect upon a breach of any representation, warranty, covenant or agreement on the part of Provident set forth in the Business Combination Agreement if such breach gives rise to a failure of certain closing conditions to be satisfied and cannot be or has not been cured within thirty (30) days following the receipt of notice from Perfect (or any shorter period of the time that remains of such notice and the Termination Date);

•

by Provident upon a breach of any representation, warranty, covenant or agreement on the part of Perfect set forth in the Business Combination Agreement if such breach gives rise to a failure of certain closing conditions to be satisfied and cannot be or has not been cured within thirty (30) days following the receipt of notice from Provident (or any shorter period of the time that remains between the delivery of such notice and the Termination Date); or

•

by either Provident or Perfect if the Business Combination Proposal is not approved by Provident’s shareholders.

For more information, see the section entitled “Proposal No. 1—The Business Combination Proposal—The Business Combination Agreement—Termination” for more information.

TABLE OF CONTENTS

Ancillary Agreements Related to the Business Combination Agreement

Sponsor Letter Agreement

Concurrently with the execution and delivery of the Business Combination Agreement, Perfect, Provident and the Sponsor have entered into a support agreement (the “Sponsor Letter Agreement”). Pursuant to the Sponsor Letter Agreement, the Sponsor agreed to, among other things, (i) attend the Meeting to establish a quorum for the purpose of approving the Business Combination, and (ii) vote the Provident Class B Ordinary Shares, and any other Provident securities acquired by the Sponsor in favor of approving the transactions contemplated by the Business Combination Agreement.

Under the Sponsor Letter Agreement, the Sponsor, in its capacity as the holder of at least a majority of the Provident Class B Ordinary Shares in issue, has agreed to waive any anti-dilution adjustment to the conversion ratio between Provident Class B Ordinary Shares and Provident Class A Ordinary Shares set forth in Article 17.3 of Provident’s Articles that may result from the issuance of Provident Class A Ordinary Shares in connection with the PIPE Investment. However, such waiver does not cover any adjustment to the conversion ratio that may result from the closing of the FPA Investment. In addition, to the extent that, after giving effect to the adjustment to the conversion ratio under Provident’s Articles as described in the foregoing sentences, the adjusted conversion ratio is less than the sum of (i) one plus (ii) the quotient of (a) the aggregate number of Provident Class A Ordinary Shares issued in the FPA Investment divided by (b) 23,000,000 (such sum, the “Target Conversion Ratio”), Perfect will issue, immediately prior to the First Merger Effective Time but after the Recapitalization, to each holder of Provident Class B Ordinary Shares as of immediately prior to the First Merger Effective Time such number of Perfect Class A Ordinary Shares that would make the total number of Perfect Class A Ordinary Shares held by such holder immediately after the First Merger Effective Time equal to an amount that such holder would hold if the Provident Class B Ordinary Shares had been converted into Provident Class A Ordinary Shares at the Target Conversion Ratio immediately prior to the First Merger Effective Time.

The Sponsor Letter Agreement also provides that 25.90333% of the Perfect Class A Ordinary Shares held by Sponsor as of immediately after the First Merger Effective Time (the “Forfeited Shares”) will be forfeited and cancelled for no consideration immediately after, and contingent upon, the Closing. Subject to the terms and conditions contemplated by the Sponsor Letter Agreement, upon the occurrence of a Sponsor Earnout Event (as defined below) during the Earnout Period, Perfect will issue Perfect Class A Ordinary Shares of up to an aggregate number equal to 68.74994% of the amount of the Forfeited Shares (the “Sponsor Earnout Shares”) to Sponsor, with (i) 50% of the Sponsor Earnout Shares issuable if over any 20 trading days within any 30 trading day period during the Earnout Period the daily volume-weighted average price of the Perfect Class A Ordinary Shares is greater than or equal to $11.50, and (ii) 50% of the Sponsor Earnout Shares issuable if over any twenty (20) trading days within any 30 trading day period during the Earnout Period the daily volume-weighted average price of the Perfect Class A Ordinary Shares is greater than or equal to $13.00 (each, a “Sponsor Earnout Event”). In the event that, during the Earnout Period, there is a Change of Control (as defined in the Sponsor Letter Agreement) (or a definitive agreement providing for a Change of Control has been entered into prior to the expiration of the Earnout Period and such Change of Control is ultimately consummated) or any liquidation, bankruptcy or similar proceeding of Perfect, then any Sponsor Earnout Shares that have not been previously issued by Perfect (whether or not previously earned) will be deemed earned and will be issued by Perfect to the Sponsor upon such event, unless in the case of a Change of Control, the value of the consideration to be received by the holders of Perfect Ordinary Shares in such transaction is less than the share price threshold applicable to the applicable Sponsor Earnout Event.

Pursuant to the Sponsor Letter Agreement, the Sponsor also agreed not to transfer, during a period of 12 months from and after the Closing Date, any Perfect Class A Ordinary Shares and Perfect Warrants held by it immediately after the First Merger Effective Time, any Perfect Class A Ordinary Shares acquired by the Sponsor upon the exercise of such Perfect Warrants, or any Sponsor Earnout Shares issued pursuant to the Sponsor Letter Agreement subject to customary exceptions. The lock-up requirements will cease to apply after the later of (i) the date on which the daily volume-weighted average price of the Perfect Class A Ordinary Shares equals or exceeds $12.00 per share for any 20 trading days within any consecutive 30 trading day period after the Closing Date and (ii) the date that is 180 days after the Closing Date.

TABLE OF CONTENTS

See the section entitled “Proposal No. 1—The Business Combination Proposal—Ancillary Agreements—Sponsor Letter Agreement”.

Perfect Shareholder Lock-Up Agreement

At the Closing, Perfect, Provident and certain Perfect shareholders (the “Perfect Lock-Up Shareholders”) will enter into a Lock-Up Agreement (the “Perfect Shareholder Lock-Up Agreement”), pursuant to which each Perfect Lock-Up Shareholder will agree not to transfer (i) any Perfect Ordinary Shares held by such Perfect Lock-Up Shareholder immediately after the Second Merger Effective Time, (ii) any Perfect Ordinary Shares issuable upon the exercise of options or warrants to purchase Perfect Ordinary Shares held by such Perfect Lock-Up Shareholder immediately after the Second Merger Effective Time (along with such options or warrants themselves), (iii) any Perfect Ordinary Shares acquirable upon the conversion, exercise or exchange of any securities convertible into or exercisable or exchangeable for Perfect Ordinary Shares held by such Perfect Lock-Up Shareholder immediately after the Second Merger Effective Time (along with such securities themselves) and (iv) any Shareholder Earnout Shares to the extent issued pursuant to the Business Combination Agreement ((i) through (iv) collectively, the “Perfect Shareholder Locked-Up Shares”) during the applicable lock-up period, subject to customary exceptions. For each Perfect Lock-Up Shareholder who is not CyberLink International, Perfect Founder Parties, Pin-Jen (Louis) Chen or Wei-Hsin Tsen (Johnny Tseng), the applicable lock-up period will be six months from and after the Closing Date. For each of CyberLink International, Alice H. Chang, Pin-Jen (Louis) Chen or Wei-Hsin Tsen (Johnny Tseng), the applicable lock-up period will be 12 months from and after the Closing Date. See the section entitled “Proposal No. 1—The Business Combination Proposal—Ancillary Agreements—Perfect Shareholder Lock-Up Agreement”.

Perfect Shareholder Voting Agreement

Concurrently with the execution of the Business Combination Agreement, Perfect, Provident and certain Perfect shareholders (the “Perfect Voting Shareholders”) entered into a voting agreement (the “Perfect Shareholder Voting Agreement”), pursuant to which each Perfect Voting Shareholder agreed to, among other things, (i) attend any Perfect shareholder meeting to establish a quorum for the purpose of approving the Business Combination, and (ii) vote the Pre-Recapitalization Perfect Shares and any other Perfect securities acquired by such Perfect Voting Shareholder in favor of approving the transactions contemplated by the Business Combination Agreement. See the section entitled “Proposal No. 1—The Business Combination Proposal—Ancillary Agreements—Perfect Shareholder Voting Agreement”.

New Registration Rights Agreement

At the Closing, Perfect, the Sponsor and certain shareholders of Perfect will enter into a Registration Rights Agreement (the “New Registration Rights Agreement”) containing customary registration rights for Sponsor and the shareholders of Perfect who are parties thereto. See the section entitled “Proposal No. 1—The Business Combination Proposal—Ancillary Agreements—New Registration Rights Agreement”.

Subscription Agreements—PIPE Investment

In connection with the execution of the Business Combination Agreement, Provident and Perfect entered into Subscription Agreements with the PIPE Investors, pursuant to which the PIPE Investors have committed, subject to the terms and conditions therein, to purchase 5,000,000 Provident Class A Ordinary Shares in the aggregate at $10.00 per share for consideration, comprising payments of cash, of an aggregate of $50,000,000, such subscriptions to be consummated one business day prior to the Closing. The Provident Class A Ordinary Shares to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. Perfect has agreed to use its commercially reasonable efforts to file a registration statement registering the resale of the Perfect Ordinary Shares issued in connection with the PIPE Investment on or prior to the Closing Date (but not prior to the date when this registration statement is declared effective). The Subscription Agreements also contain other customary representations, warranties, covenants and agreements of the parties thereto.

TABLE OF CONTENTS

Closing of the Subscription Agreements will occur one business day prior to the closing of the First Merger and is conditioned on customary closing conditions, including, among others, (i) the absence of a legal prohibition on consummating the PIPE Investment, (ii) all conditions precedent under the Business Combination Agreement having been satisfied or waived, (iii) the accuracy of representations and warranties in the Subscription Agreements in all material respects and (iv) material compliance with covenants in the Subscription Agreements. The Subscription Agreements will be terminated, and be of no further force and effect, upon the earlier to occur of (i) such date and time the Business Combination Agreement is validly terminated, (ii) the mutual written agreement of the parties to the Subscription Agreement, and (iii) thirty (30) days after the Termination Date if the Closing has not occurred on or before such date other than as a result of a breach of the PIPE Investor.

Assignment, Assumption and Amendment Agreement

Immediately prior to the Closing, Perfect, Provident, and Continental will enter into an assignment, assumption and amendment agreement. Pursuant to such assignment, assumption and amendment agreement, Provident will assign to Perfect all of its rights, interests, and obligations in and under the Warrant Agreement, dated January 7, 2021, by and between Provident and Continental, and the terms and conditions of such Warrant Agreement shall be amended to reflect the assumption of the Provident Warrants by Perfect.

The Merger Proposal

As part of the Business Combination, the shareholders of Provident will vote on the First Merger of Provident with Merger Sub 1, with Provident being the surviving company and all the undertaking, property and liabilities of Merger Sub 1 vesting in Provident by virtue of such Merger pursuant to the Companies Act and the First Plan of Merger attached to this proxy statement/prospectus as Annex C. Please see the section entitled “The Merger Proposal”.

The Share Issuance Proposal

Nasdaq listing rules require that Nasdaq listed companies obtain shareholder approval for issuances of securities in excess of 20% of its issued and outstanding shares prior to the issuance. In connection with the approval of the Business Combination Proposal, Provident’s shareholders will be asked to consider and vote upon a proposal to approve, for purposes of complying with applicable Nasdaq listing rules, the issuance of securities in excess of 20% of Provident’s issued and outstanding ordinary shares in connection with the Business Combination and related financing. Please see the section entitled “The Share Issuance Proposal”.

The Adjournment Proposal

If, based upon the tabulated vote at the time of the Meeting, there are not sufficient votes to approve any of the other Proposals presented to shareholders for vote, or, if as of the time for which the Meeting is scheduled, there are insufficient Provident Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Meeting, the chairman of the Meeting may submit a proposal to adjourn the Meeting to a later date or dates, if necessary, to permit further solicitation of proxies. The chairman of the Meeting may also submit a proposal to adjourn the Meeting to ensure that any required supplement or amendment to this proxy statement/prospectus is provided to Provident shareholders. Please see the section entitled “The Adjournment Proposal”.

Provident’s Initial Shareholders

As of , 2022, the Record Date for the Meeting, Provident’s Initial Shareholders, including its Sponsor, directors and advisors of Provident and Ward Ferry, beneficially owned and are entitled to vote an aggregate of 5,750,000 Founder Shares that were issued prior to Provident’s Initial Public Offering. The Sponsor also purchased an aggregate of 6,600,000 Private Placement Warrants simultaneously with the consummation of the Initial Public Offering and over-allotment exercise. The Founder Shares currently constitute approximately 20% of the outstanding Provident Ordinary Shares.

TABLE OF CONTENTS

In connection with the Initial Public Offering, each of Provident’s Sponsor, officers and directors and Ward Ferry agreed to vote the Founder Shares as well as any ordinary shares acquired in the aftermarket, in favor of the Business Combination Proposal. Provident’s Sponsor, officers and directors have also indicated that they intend to vote their shares in favor of all other proposals being presented at the Meeting. The Sponsor Letter Agreement, amongst other things, reaffirms this commitment. The Founder Shares, the Private Placement Warrants and shares issuable upon exercise of the Private Placement Warrants have no redemption rights in the event of a business combination and the Private Placement Warrants will be worthless if no business combination is effected by Provident.

As provided above, in connection with the Business Combination Agreement, at the Closing the Sponsor shall enter into the Sponsor Lock-Up Agreement.

In connection with the FPA Investment, an affiliate of the Sponsor agreed to subscribe for 2,000,000 Provident Class A Ordinary Shares.

Date, Time and Place of the Extraordinary General Meeting of Provident

The Meeting will be held on , 2022, at a.m., [Eastern Time], at the offices of , to consider and vote upon the Business Combination Proposal, the Merger Proposal, the Share Issuance Proposal and/or if submitted, the Adjournment Proposal to permit further solicitation and vote of proxies if, among other aspects, based upon the tabulated vote at the time of the Meeting, Provident is not authorized to consummate the Business Combination. In accordance with Provident’s Articles, there must be a stated physical location for the Meeting. However, given the current global pandemic it is unlikely to be practical for shareholders to attend in person. Therefore, the Meeting will also be a virtual meeting of shareholders, which will be conducted via live webcast. Provident shareholders will be able to attend the Meeting remotely, vote and submit questions during the Meeting by visiting https://www.cstproxy.com/paqc/2022 and entering their control number.

Voting Power; Record Date

Shareholders will be entitled to vote or direct votes to be cast at the Meeting if they owned Provident Ordinary Shares at the close of business on , 2022, which is the Record Date for the Meeting. Shareholders will have one vote on each of the proposals at the Meeting for each Provident Ordinary Share owned at the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. Holders of Public Warrants do not have voting rights. Holders of Units will only have voting rights with respect to the Provident Ordinary Shares to be issued upon separation of such Units. On the Record Date, there were 28,750,000 Provident Ordinary Shares outstanding, of which 23,000,000 were Public Shares and 5,750,000 were Founder Shares.

Quorum and Vote of Provident Shareholders

A quorum of Provident shareholders is necessary to hold a valid meeting. A quorum will be present at the Provident meeting if the holders of a majority of the outstanding shares entitled to vote at the Meeting are represented in person or by proxy. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on any of the proposals. Holders of the Initial Shareholders hold approximately 20% of the outstanding Provident Ordinary Shares. Such shares, as well as any ordinary shares acquired in the aftermarket by the Initial Shareholders, have agreed to vote in favor of the Business Combination Proposal and the Merger Proposal presented at the Meeting. The proposals presented at the Meeting will require the following votes:

•

Pursuant to Provident’s Articles, the approval of the Business Combination Proposal will require an “ordinary resolution”. There are currently 28,750,000 Provident Ordinary Shares outstanding, of which 23,000,000 are Public Shares.

•

Pursuant to Provident’s Articles, the approval of the Merger Proposal will require a “special resolution” as a matter of Cayman Islands law.

•

The Share Issuance Proposal will be proposed for approval as an “ordinary resolution”.

TABLE OF CONTENTS

•

The approval of the Adjournment Proposal will require an “ordinary resolution” under Provident’s Articles.

Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on the Business Combination Proposal, the Merger Proposal, the Share Issuance Proposal and the Adjournment Proposal (if presented).

If any of the Business Combination Proposal, the Merger Proposal or the Share Issuance Proposal is not approved or any of the applicable closing condition in the Business Combination Agreement is not satisfied or waived, the Proposed Transactions shall not be consummated.

Redemption Rights

Pursuant to Provident’s Articles, a holder of the Public Shares may demand that Provident redeem such shares into cash if the Business Combination is consummated. Holders of the Public Shares (whether or not they are holders on the Record Date) will be entitled to receive cash for these shares only if they demand that Provident redeem their shares for cash no later than 5:00 p.m. Eastern time on , 2022 (two business days prior to the vote at the Meeting) by (A) submitting their request in writing to Mark Zimkind of Continental and (B) delivering their shares to Provident’s transfer agent physically or electronically using DTC’s DWAC (Deposit Withdrawal at Custodian) system. If the Business Combination is not completed, these shares will not be redeemed for cash. In such case, Provident will promptly return any shares delivered by public holders for redemption and such holders may only share in the assets of the Trust Account upon the liquidation of Provident. This may result in holders receiving less than they would have received if the Business Combination was completed and they had exercised their redemption rights in connection therewith due to potential claims of creditors. If a holder of the Public Shares properly demands redemption, Provident will redeem each Public Share for a full pro rata portion of the Trust Account, calculated as of two business days prior to the anticipated consummation of the Business Combination. As of , 2022, the Record Date, this would amount to approximately $ per share. If a holder of the Public Shares exercises its redemption rights, then it will be exchanging its ordinary shares of Provident for cash and will no longer own the shares. See the section entitled “The Extraordinary General Meeting of Provident Shareholders—Redemption Rights” for a detailed description of the procedures to be followed if you wish to convert your shares into cash.

The Business Combination will not be consummated if Merger Sub 2 (as the surviving company of the Mergers) will have net tangible assets of less than $5,000,001 after taking into account holders that have properly demanded redemption of their Public Shares, upon the consummation of the Business Combination, into cash and the proceeds of any private placement.

Holders of Public Warrants will not have redemption rights with respect to such securities. Holders of Public Units must separate the underlying Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares.

Appraisal or Dissenters’ Rights

Holders of Public Warrants or Units do not have appraisal rights in connection with the Business Combination under the Companies Act. Provident shareholders are entitled to give written notice to Provident prior to the Meeting that they wish to dissent to the Business Combination and to receive payment of fair value for his or her shares of Provident if they follow the procedures set out in the Companies Act. A failure to vote against the Business Combination at the Meeting having given a written notice to dissent will not constitute a waiver of appraisal rights as a matter of Cayman Islands law. It is Provident’s view that such fair value would be equal to or less than the amount which Provident shareholders would obtain if they exercise their redemption rights as described herein.

Proxy Solicitation

Proxies may be solicited by mail, telephone, on the internet or in person. Provident has engaged Morrow to assist in the solicitation of proxies.

TABLE OF CONTENTS

If a shareholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the Meeting. A shareholder may also change its vote by submitting a later-dated proxy as described in the section entitled “The Extraordinary General Meeting of Provident Shareholders—Revoking Your Proxy”.

Interests of Certain Persons in the Proposed Transactions

When you consider the recommendation of Provident’s Board in favor of approval of the Business Combination Proposal, you should keep in mind that Provident’s Initial Shareholders, including its directors and executive officers, have interests in such proposal that are different from, or in addition to, your interests as a shareholder or warrant holder. These interests include, among other things:

•

Prior to the consummation of the Initial Public Offering, on October 28, 2020, the Sponsor purchased an aggregate of 5,750,000 Founder Shares for $25,000, or $0.004 per share. The Sponsor subsequently transferred 312,500 Founder Shares to Ward Ferry for no cash consideration concurrently with the closing of the Initial Public Offering pursuant to the Forward Purchase Agreement and an aggregate of 110,000 Founder Shares to three independent directors and two advisors of Provident. Such Founder Shares would become worthless if Provident does not complete a business combination within the required time period, as the Initial Shareholders waived any right to redemption with respect to these shares without receiving any consideration for such waiver. Such shares have an aggregate market value of approximately $ based on the closing price of the Provident Class A Ordinary Shares of $ on the Nasdaq on , 2022, the Record Date for the Meeting. Such Founder Shares will be cancelled and in exchange thereof entitle their holders to receive in aggregate 5,415,000 Perfect Class A Ordinary Shares (after taking into account of (i) additional Perfect Class A Ordinary Shares to be issued to holders of Founder Shares to achieve the Target Conversion Ratio, if applicable, and (ii) the Forfeited Shares) in connection with the Business Combination and have an aggregate value of $54,150,000, based upon the per share value implied in the Business Combination of $10.00 per Perfect Class A Ordinary Share.

•

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,600,000 Private Placement Warrants in a private placement of Provident, generating gross proceeds to Provident of $6,600,000. The Private Placement Warrants would become worthless if Provident does not complete a business combination within the required time period. Such warrants have an aggregate market value of approximately $ based on the closing price of the Public Warrants of $ on the Nasdaq on , 2022, the Record Date for the Meeting.

•

In connection with the FPA Investment, an affiliate of the Sponsor has agreed to subscribe for 2,000,000 Provident Class A Ordinary Shares that are exchangeable for 2,000,000 Perfect Class A Ordinary Shares in the Business Combination.

•

Provident’s Initial Shareholders, including its Sponsor, officers and directors, and their respective affiliates, are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Provident’s behalf, such as identifying and investigating possible business targets and business combinations. However, if Provident fails to consummate a business combination within the required period, they will not have any claim against the Trust Account for reimbursement.

TABLE OF CONTENTS

Accordingly, Provident may not be able to reimburse these expenses if the Business Combination with Perfect or another business combination is not completed by January 12, 2023 (or a later date approved by Provident’s shareholders pursuant to Provident’s Articles). As of the date of this proxy statement/prospectus, there are no unpaid reimbursable expenses.

•

The Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate.

•

Given the difference between the purchase price that the Sponsor paid for the Founder Shares and the price of the Public Shares and considering that the Sponsor would receive a substantial amount of Perfect Class A Ordinary Shares in connection with the Proposed Transactions, the Sponsor and its affiliates can earn a positive rate of return on their investment, even if other shareholders experience a negative rate of return in the post-Business Combination company.

•

The current directors and officers of Provident will continue to be indemnified by Provident and will continue to be covered by the directors’ and officers’ liability insurance after the Business Combination.

•

Since its inception, the Sponsor has made loans from time to time to Provident to fund certain capital requirements. As of the date of this proxy statement/prospectus, no amount of these loans is outstanding.

•

Michael Aw, director, Chief Executive Officer and Chief Financial Officer of Provident and a director of the Sponsor, will be a member of Perfect’s Board following the Closing and, therefore, in the future, Mr. Aw could receive cash fees, share options or share-based awards that Perfect’s Board determines to pay to its non-executive directors.

•

Provident’s Articles contains a waiver of the corporate opportunity doctrine. With such waiver, there could be business combination targets that may be suitable or worth consideration for a combination with Provident but not offered due to a Provident director’s duties to another entity. Provident does not believe that the potential conflict of interest relating to the waiver of the corporate opportunities doctrine in Provident’s Articles impacted its search for an acquisition target and Provident was not prevented from reviewing any opportunities as a result of such waiver.

These interests may influence Provident’s directors in making their recommendation to vote in favor of the approval of the Business Combination Proposal and the other Proposals described in this proxy statement/prospectus.

TABLE OF CONTENTS

Transactional Structure

The following diagrams depict the major steps of the Proposed Transactions.

[MISSING IMAGE: tm228803d1-fc_proposed4c.jpg]

(1)

On the date that is one business day prior to the date of the First Merger Effective Time, the FPA Investors and the PIPE Investors will subscribe for Provident Class A Ordinary Shares pursuant to the Forward Purchase Agreements and the Subscription Agreements, respectively.

(2)

At the First Merger Effective Time, Beauty Corp. will be merged with and into Provident Acquisition Corp., with Provident Acquisition Corp. surviving the First Merger as a wholly-owned subsidiary of Perfect.

[MISSING IMAGE: tm228803d1-fc_struct4c.jpg]

(3)

Immediately following the First Merger and as part of the same overall transaction, at the Second Merger Effective Time, Provident Acquisition Corp., as the surviving company of the First Merger, will be merged with and into Fashion Corp., with Fashion Corp. surviving the Second Merger as a wholly-owned subsidiary of Perfect.

Board of Directors of Perfect Following the Proposed Transactions

Following the consummation of the Proposed Transactions, the directors of Perfect will be Alice H. Chang, Michael Aw, Jau-Hsiung Huang, Jianmei Lyu, Meng-Shiou (Frank) Lee, Philip Tsao and Chung-Hui (Christine) Jih. Alice H. Chang is expected to serve as chief executive officer and Hsiao-Chuan (Iris) Chen is expected to serve as principal financial officer and principal accounting officer of Perfect. Please see the section entitled “Management of Perfect Following the Business Combination” for more information.

Reasons for the Approval of the Proposed Transactions

After careful consideration, Provident’s Board recommends that Provident’s shareholders vote “FOR” each proposal being submitted to a vote of the Provident shareholders at the Meeting. In considering the

TABLE OF CONTENTS

Proposed Transactions, Provident’s Board gave considerable weight to several positive factors, including, but not limited to, the following material factors (which covered each of Provident’s search criteria as set forth in its IPO prospectus):

•

Potential Market. According to Frost & Sullivan, it is estimated that AR- and AI-potential spending by beauty brands that operate in the skincare, haircare, makeup and hygiene products segments (“Beauty Tech TAM”) reached $3.3 billion in 2021. Driven by accelerated digitization of the beauty industry, as well as the need for brands to offer differentiated experience to consumers, Beauty Tech TAM is expected to grow at 13.0% CAGR to $6.1 billion by 2026. In addition, Perfect’s vertical expansion to fashion accessories solutions further broadens its addressable market. According to Frost & Sullivan, AR- and AI-spending by fashion brands operating in apparel, eyewear, watches and jewelry segments (“Fashion Accessories Tech TAM”) is expected to reach $9.8 billion by 2026, growing by 12.2% CAGR from $5.5 billion in 2021. Considering the Beauty Tech TAM and Fashion Accessories Tech TAM as a whole, Provident’s Board believes that Perfect is addressing a massive and underpenetrated market that is expected to be worth $15.9 billion by 2026.

•

Market Leadership with Sustainable Competitive Advantage. Perfect is the market leader in the global beauty tech sector with approximately 85% market coverage in terms of top 20 beauty group coverage, covering more than 400 global brands as of September 30, 2021, according to Frost & Sullivan. Within the indie beauty brands, Perfect covers approximately 300 brands, representing approximately 86% market coverage in terms of indie brands which utilize AR- and AI-technology in their business, according to Frost & Sullivan.

•

High Revenue Growth Potential. Perfect generated a total revenue of $29.9 million, $22.9 million and $11.6 million, respectively, in years 2020, 2019 and 2018, and $17.3 million for the six months ended June 30, 2021. Perfect’s revenue is expected to grow at a CAGR of 32% between 2019 and 2021. Perfect’s revenue is expected to further grow significantly between 2021 and 2023 at a CAGR of 46%, which will primarily be driven by Perfect’s market leading position, attractive unit economics and strong customer retention.

•

Attractive Unit Economics. Perfect’s business generates sizeable and highly visible recurring cash flows. For Perfect’s top 100 brands, there is approximately 95% average annualized retention rate during the period from 2016 to 2021. Perfect’s average NDRR from 2018 to 2021 was 147% among the top 100 brands, which outperforms top ranking SaaS companies. In addition, the ratio of Perfect’s CLTV to CAC for Perfect’s top 100 brands in 2020 is 8.4x2. To the knowledge of Provident’s management, such ratio indicates an attractive unit economics among the SaaS companies.

•

Significant Expansion Plan. Provident’s Board believes that there are strong organic growth opportunities for Perfect. Perfect plans to continue to deepen its penetration within the top 20 beauty groups by cross-selling to sister brands within the group, enabling sales to more new SKUs in all categories and also upscale by selling to cover more regions within a brand. Beyond beauty and fashion verticals, Perfect can also apply its technology in other verticals such as dental and plastic surgery.

•

Strong Management Team. Provident’s Board believes that Perfect has a strong management team, led by Alice H. Chang, the CEO of Perfect. Alice previously served as chief executive officer of CyberLink for 18 years during which CyberLink grew from a small startup to an award-winning global brand

TABLE OF CONTENTS

under her leadership. Prior to joining CyberLink, Alice was the executive vice president of Trend Micro Inc. and also worked at Citicorp Investment Bank. Pin-Jen (Louis) Chen, Executive Vice President and Chief Strategy Officer of Perfect, has 20 years of industry experience. Prior to joining Perfect Corp in 2015, Pin-Jen (Louis) Chen spent 12 years with CyberLink in various roles with a very wide range of experiences including product planning, development, business development, consumer sales and marketing. Wei-Hsin Tsen (Johnny Tseng), SVP and CTO of Perfect, has 25 years of experience in software engineering. He was fundamental in building all the engineering for Perfect including server infrastructure, SaaS modules and mobile app technologies and previously led the development of CyberLink software.

•

Terms of the Business Combination Agreement and Ancillary Agreements. Provident’s Board reviewed the financial and other terms of the Business Combination Agreement and Ancillary Agreements and determined that they were the product of arm’s-length negotiations among the parties and fair to the Public Shareholders.

Provident’s Board also considered a variety of uncertainties and risks and other potentially negative factors concerning the Proposed Transactions, including, but not limited to, the following:

•

Business Risks. Provident’s Board considered that there were risks associated with the successful implementation of Perfect’s business plans and uncertainties regarding whether Perfect would be able to realize the anticipated benefits of the Business Combination on the expected timeline or at all, including due to factors outside of the parties’ control. Provident’s Board considered the failure of any of these activities to be completed successfully may decrease the actual benefits of the Business Combination and that Provident shareholders may not fully realize these benefits to the extent that they expected to retain the Public Shares following the completion of the Business Combination.

•

Industry Risks. Provident’s Board considered the risks that the beauty AR- and AI-industry may not fully develop its growth potential. The AR- and AI-beauty technologies are relatively new and rapidly evolving, which subjects Perfect’s business to uncertainties and challenges relating to the growth and profitability of the beauty AR- and AI-market as a whole.

•

Litigation. The possibility of litigation challenging the Business Combination Agreement or that an adverse judgment granting permanent injunctive relief could delay or prevent consummation of the Business Combination.

•

No Third-Party Valuation. Provident’s Board considered the fact that the parties to the Business Combination have not sought any third-party valuation or fairness opinion in connection to the Business Combination.

•

Redemption Risk. The risk that a significant number of Provident shareholders may elect to redeem their shares prior to the consummation of the Business Combination, which would reduce the gross proceeds to Perfect from the Business Combination and could result in inability to consummate the Business Combination if the Minimum Available Cash Condition is not satisfied. The potential high redemption will also reduce liquidity of Perfect’s securities upon consummation of the Business Combination.

•

Liquidation of Provident. Provident may not be able to complete the Business Combination or any other business combination within the prescribed time frame, in which case Provident would cease all operations except for the purpose of winding up and Provident would redeem Public Shares and liquidate.

•

Listing Risks. Nasdaq or another stock exchange may not list Perfect’s securities upon consummation of the Business Combination, which could limit investors’ ability to sell their Perfect securities.

•

Closing Conditions. The fact that the consummation of the Proposed Transactions is conditioned on the satisfaction of certain closing conditions that are not within Provident’s control.

•

Other Risks. Various other risks associated with the Proposed Transactions, the parties thereto and their respective business as fully described under “Risk Factors”.

For more information on Provident’s reasons for the approval of the Proposed Transactions and the recommendation of Provident’s Board, see the section entitled “Proposal No. 1—The Business Combination Proposal—Reasons for the Approval of the Proposed Transactions”.

TABLE OF CONTENTS

Recommendation to Shareholders

Provident’s Board believes that the Business Combination Proposal and the other Proposals to be presented at the Meeting are fair to and in the best interest of Provident’s shareholders and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the Merger Proposal, “FOR” the Share Issuance Proposal, and, if presented, “FOR” the Adjournment Proposal.

Anticipated Accounting Treatment

The Business Combination will be accounted for as a capital reorganization. Under this method of accounting, Provident will be treated as the accounting acquiree for financial reporting purposes. Accordingly, the Business Combination will be treated as the equivalent of Perfect issuing shares at the Closing for the net assets of Provident as of the Closing Date, accompanied by a recapitalization. The net assets of Provident will be stated as historical cost, with no goodwill or other intangible assets recorded.

Perfect has been determined to be the accounting acquirer based on the evaluation of the following facts and circumstances under both the No Redemption Scenario and the Illustrative Redemption Scenario:

•

the former owners of Perfect will hold the largest portion of voting rights in the combined company;

•

Perfect has the right to appoint a majority of the directors in the combined company;

•

Perfect’s existing senior management team will comprise a majority of management of the combined company;

•

the operations of Perfect will represent the ongoing operations of the combined company; and

•

Perfect is the larger one of the combining entities based on the fair value, assets, revenues and profits/losses.

The Business Combination is not within the scope of IFRS 3—Business Combination, since Provident does not meet the definition of a business. The Business Combination will be accounted for within the scope of IFRS 2—Share-based Payments. As a result, any excess of fair value of Perfect Ordinary Shares issued over the fair value of Provident’s identifiable net assets acquired, the estimated share-based contingent payments of Shareholder Earnout Shares and the estimated share-based contingent payments of Sponsor Earnout Promote Shares represent compensation for the service in respect of a stock exchange listing for Perfect Securities and is expensed upon consummation.

Material U.S. Federal Income Tax Considerations

For a description of the material U.S. federal income tax considerations of (i) the exercise of redemption rights by U.S. Holders of Provident Class A Ordinary Shares, (ii) the Mergers and (iii) the ownership and disposition of Perfect Securities received by holders of Provident Securities in the Mergers, please see the section entitled “Material U.S. Federal Income Tax Considerations”.

Comparison of Corporate Governance and Shareholder Rights

If the Business Combination is successfully completed, holders of Provident Ordinary Shares will become holders of Perfect Class A Ordinary Shares and their rights as shareholders will be governed by Perfect’s constitutional documents. Please see the section entitled “Comparison of Corporate Governance and Shareholder Rights”.

Regulatory Approvals

The Business Combination is not subject to any federal or state regulatory requirement or approval, except for the filings of the First Plan of Merger (and related documents) with the Registrar of Companies in the Cayman Islands to effectuate the First Merger.

Summary of Risk Factors

In evaluating the proposals set forth in this proxy statement/prospectus, you should carefully read this proxy statement/prospectus, including the annexes, and especially consider the factors discussed in the section entitled “Risk Factors”. These risks include, but are not limited to, the following:

TABLE OF CONTENTS

•

If the development of the AR- and AI-beauty technologies and fashion tech markets stop or slow down, Perfect’s business will be materially and adversely affected;

•

If Perfect fails to retain and expand sales to existing brands or attract new brands, or if consumers decrease their level of engagement with such brands or Perfect’s mobile apps, its business and operating results may be materially and adversely affected;

•

Perfect’s success is dependent on the continued popularity and perceived precision of its technology solutions;

•

Perfect might not be successful if it is not able to innovate, develop and provide new products and services or upgrade its existing products and services in a timely and cost-effective manner to address rapidly evolving consumer preferences, industry trends and technological changes;

•

Given that a small number of business partners contribute to a significant portion of Perfect’s revenues, its business and results of operations could be materially and adversely affected if it is to lose a significant business partner or a significant portion of its business;

•

Perfect relies primarily on certain app stores and similar digital platforms for downloads of its YouCam apps, as well as for payment processing, and any interruption or deterioration in its relationship with such entities may negatively impact its business;

•

Perfect may fail to compete effectively or maintain market leadership in the markets in which it currently operates or expands into;

•

If Perfect fails to meet the challenges presented by its increasingly globalized operations, its business may be materially and adversely affected;

•

Perfect’s selective investments in new products and services and enhancement to its existing products and services which may not be successful and may not achieve expected returns;

•

If Perfect is not able to maintain and enhance its brand awareness, its business and operating results may be materially and adversely affected;

•

User misconduct and misuse of Perfect’s apps or any non-compliance of third parties that Perfect conducts business with may adversely impact its brand image and reputation, and Perfect may be held liable for information or content displayed on, retrieved from or linked to its products and services, which may materially and adversely affect its business and operating results;

•

Security breaches, improper access to or disclosure of Perfect’s data or consumer data, other hacking and phishing attacks on its systems, or other cyberattacks may make its products and solutions to be perceived as not being secure, which could harm Perfect’s reputation and adversely affect its business;

•

Perfect’s business and operating results may be harmed by any significant service disruptions that disrupt or deny the ability of consumers to access its products and services. If Perfect fails to develop enhancements to resolve any defect or other problems or adapt its existing technology and infrastructure, its users and partners may curtail or stop using its products and services;

•

Perfect’s forecasts and projections are based upon assumptions, analyses and internal estimates developed by Perfect’s management. If these assumptions, analyses or estimates prove to be incorrect or inaccurate, Perfect’s actual operating results may differ materially and adversely from those forecasted or projected

•

Perfect may from time to time become party to litigation, other legal or administrative disputes and proceedings that may materially and adversely affect us.

•

Perfect’s dual-class structure may render Perfect Class A Ordinary Shares ineligible for inclusion in certain stock market indices, and thus adversely affect the trading price and liquidity of Perfect Class A Ordinary Shares.

•

Perfect may redeem your unexpired Perfect Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

•

Uncertainties in the interpretation and enforcement of PRC laws and regulations could limit the legal protections available to you and Perfect;

TABLE OF CONTENTS

•

Changes and developments in the political and economic policies of the PRC government may materially and adversely affect Perfect’s business, financial conditions and operating results;

•

Provident will incur significant transaction and transition costs in connection with the Proposed Transactions.

•

Investors of the combined company may not receive the same benefits as an investor in an underwritten public offering.

•

If third parties bring claims against Provident, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share.

•

If Provident is unable to consummate its initial business combination by January 12, 2023, or during an extension period, its Public Shareholders may be forced to wait beyond the ten-business-day period thereafter before redemption from its Trust Account.

•

Provident identified a material weakness in its internal control over financial reporting as of March 31, 2021, June 30, 2021, September 30, 2021 and as of December 31, 2021. If Provident is unable to develop and maintain an effective system of internal control over financial reporting, Provident may not be able to accurately report its financial results in a timely manner, which may adversely affect investor confidence in Provident and materially and adversely affect its business and operating results.

•

Provident, and following the Proposed Transactions, Perfect, may face litigation and other risks as a result of the material weakness in their internal control over financial reporting.

•

If the PIPE Investment or the FPA Investment is not consummated and Perfect does not waive the Minimum Available Cash Condition, the Business Combination may be terminated.

•

Recently and subsequent to our announcement of the Business Combination and our PIPE offering on March 3, 2022, there has been a precipitous drop in the market values of certain growth-oriented companies. Accordingly, securities of certain growth companies such as ours may be more volatile than other securities and may involve special risks.

•

Legal proceedings in connection with the Proposed Transactions, the outcomes of which are uncertain, could delay or prevent the completion of the Proposed Transactions.

•

Shareholder litigation and regulatory inquiries and investigations are expensive and could harm Perfect’s business, financial condition and operating results and could divert management attention.

•

Because each of Provident and Perfect is incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited.

•

The Sponsor and Provident’s executive officers and directors have potential conflicts of interest in recommending that shareholders vote in favor of approval of the Business Combination Proposal and approval of the other proposals described in this registration statement on Form F-4 and the proxy statement/prospectus included herein.

•

The other matters described in the section entitled “Risk Factors” beginning on page 53.

TABLE OF CONTENTS

RISK FACTORS

Shareholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before they decide whether to vote or instruct their vote to be cast to approve the proposals described in this proxy statement/prospectus. The value of your investment in Perfect following consummation of the Business Combination will be subject to the significant risks affecting Perfect and inherent in the industry in which Perfect operates. You should carefully consider the risks and uncertainties described below and other information included in this proxy statement/prospectus. If any of the events described below occur, the post-acquisition business and financial results could be adversely affected in a material way. This could cause the trading price of Perfect Class A Ordinary Shares to decline, perhaps significantly, and you therefore may lose all or part of your investment. As used in the risks described in this subsection, references to the “Company,” “we,” “us” and “our” are intended to refer to Perfect and its subsidiaries unless the context clearly indicates otherwise.

Risks Related to Perfect’s Business and Industry Following the Proposed Transactions

We operate in relatively new and rapidly evolving markets. If the development of the markets stops or slows down, our business will be materially and adversely affected.

The AR- and AI-beauty technologies and fashion tech markets are relatively new and rapidly evolving, which subjects our business to uncertainties and challenges relating to the growth and profitability of these markets as a whole. Our global addressable market is mainly driven by the growth in the beauty market and the expected marketing and AR- and AI-spending by beauty brands, which depend on a number of factors, including overall consumer awareness about beauty products and services, brands’ deployment of digital marketing to create meaningful customer interaction and engagement, brands’ investment in omni-channels to build relationships with their customers, budgetary constraints of brands, regulatory changes and changes in broader economic conditions. If beauty brands do not recognize our value proposition, a viable market may not develop further, or develop more slowly than we expect, our business and operating results will be materially and adversely affected.

We have also benefited from the rapid growth of the demand and usage of photo-editing software among professionals as well as amateur photographers in the past few years. The popularity of photo-editing software has been fueled by the rise of the selfie culture, the popularity of social media and the increasing user adoption of smartphones and availability of high-definition cameras in smartphones. The increased demand of photo-editing software to create the “perfect” selfies prompts the software providers to enhance their offerings by integrating advanced features such as AR effects, AI editing and layer editing. If the demand for photo-editing software slows, if we fail to accurately predict customer demand and preferences for our mobile apps, or if we fail to timely adjust to meet shifting trends in popular culture and technology, our business and operating results will be materially and adversely affected.

We have a new business model and a short operating history in developing and rapidly evolving markets for our products and services, which makes it difficult to evaluate our future prospects.

We launched our AR Makeup solution in 2015 and have offered other solutions and products over the recent years. We are still in the process of expanding into the fashion tech market. Our limited operating history makes it difficult to effectively assess our future prospects or forecast our future results. In particular, we expect to encounter inherent risks and challenges in the developing and rapidly evolving beauty technologies and fashion tech markets, which include our ability to, among other things:

•

grow our brand portfolio and enhance level of consumer engagement with brands;

•

develop or implement additional strategic initiatives to further increase monetization of our products and services;

•

successfully expand our business operations and enhance the value of our brand globally;

•

develop and launch diversified and distinguishable products and premium features to effectively address the needs of brands;

TABLE OF CONTENTS

•

maintain and strengthen our competitive edge on our key technologies, including our AgileFace® face-rendering technology, true-to-life AR technology, AI technology and machine-learning capabilities and big-data analytics;

•

maintain a reliable, secure, high-performance and scalable technology infrastructure that can efficiently handle increased usage;

•

develop and maintain relationships with brands, digital distribution platforms and other third parties;

•

successfully compete with other companies that are currently in, or may in the future enter, the markets that we operate in, or duplicate the features of our products;

•

maintain our innovative company culture and continue to attract, retain and motivate talented employees; and

•

defend ourselves against litigation, regulatory interference, claims concerning intellectual property or privacy or other aspects of our business.

Failure to adequately address any of the risks and challenges associated with these dynamic and evolving markets may adversely affect our business, financial conditions and results of operations.

If we fail to retain and expand sales to existing brands or attract new brands, or if consumers decrease their level of engagement with such brands or our mobile apps, our business and operating results may be materially and adversely affected.

Our brand portfolio and the level of consumer engagement with brands and our mobile apps are critical to our success. We had a total of approximately 444 brands in our brand portfolio as of December 31, 2021, providing services to approximately 85% of the top 20 beauty groups that have adopted AR- and AI-technologies. As the beauty technologies market matures, and product and service offerings evolve, our competitors may introduce differentiated products and services with lower cost. If our pricing is not competitive or we cannot attract new brands or maintain and expand the existing relationships with brands, our business and operating results may be harmed. Our ability to increase our revenue also depends on our ability to expand the sales of our products and services to, and renew subscriptions with, existing brands. The existing brands in our portfolio must increase their use of our products and services by purchasing new products as well as enhanced products and services and renew their subscriptions. We cannot guarantee that our efforts to expand sales to our existing brands in our portfolio will be successful or that such brands will renew their subscriptions with us for a similar or greater contract period or on the same or more favorable terms.

Our business performance has been and will continue to be significantly dependent on our ability to increase the level of consumer engagement with both brands and our mobile apps. If brand and users of our mobile apps do not perceive our products and services to be useful, reliable or trustworthy, we may not be able to attract or retain consumers or otherwise maintain or increase the frequency, duration or level of their engagement. A number of factors could negatively affect the growth of brand portfolio and level of consumer engagement, including that:

•

we may be not be able to continue to offer products and services that meet evolving consumer preferences and demands;

•

our competitors may launch or develop products and services similar to ours or with better consumer experience, and consumers may increasingly engage with such competing products or services and less with our products and services;

•

we may not be able to timely develop and introduce new or enhanced products and services that respond to market trends or advances, or the new or enhanced products and services that we introduce may not reach wide market acceptance or popularity;

•

we may fail to provide adequate customer service to brands and consumers or maintain existing relationships with brands;

•

we may fail to address consumer concerns related to privacy and information-sharing, safety or security;

TABLE OF CONTENTS

•

we may encounter technical or other problems that prevent us from delivering our products and services in a rapid and reliable manner or otherwise negatively affect the consumer experience; or

•

we may fail to maintain our brand image or our reputation may be damaged.

There is no guarantee that we will not experience decline in level of consumer engagement. A decrease in customer growth or consumer engagement may render our platform less attractive to brands and consumers, which may have a material and adverse impact on our business, financial condition, reputation and results of operations.

Our success is dependent on the continued popularity and perceived precision of our technology solutions.

Our success depends on our ability to continuously offer quality products that are attractive to brands and users of our mobile apps and our ability to effectively respond to changes in overall consumer demographics, tastes and preferences. Consumer preferences may shift over time in response to changes in demographic and social trends, technological developments, economic circumstances and the marketing efforts of our competitors. We intend to continue to implement our data and machine-learning strategy to enhance our platform and provide a wider range of products and services with higher precision and even higher true-to-life accuracy, as well as further personalization and individualized recommendations for our consumers. However, there can be no assurance that our existing products will continue to be favored by brands and users of our mobile apps or that we will be able to anticipate or respond to changes in consumer preferences, technological changes and industry trends in a timely manner.

In addition, as we expand into new countries and regions, we may not be able to launch products that appeal to local consumers due to insufficient understanding of local cultures and lifestyles. Our failure to anticipate, identify or react to these particular preferences could adversely affect our sales performance and our results of operations.

We may not be successful if we are not able to innovate, develop and provide new products and services or upgrade our existing products and services in a timely and cost-effective manner to address rapidly evolving consumer preferences, industry trends and technological changes, and any new products and services we develop and provide, may expose us to new risks and may not achieve expected returns.

We compete in markets characterized by rapidly changing products and services, evolving consumer preferences, technological advances and continual improvements in product performance characteristics and features. As a result, our success depends on our ability to anticipate and to innovate, develop and provide new products and services or upgrade our existing products and services in a timely and cost-effective manner to address evolving consumer preferences and demands, including in areas where we have little or no prior development or operating experience.

We have a team of 123 technology personnel, comprising R&D and QA staff, dedicated to the constant improvement on our platform, development of new features and creation of new apps. We provide comprehensive omni-channel solutions to brands and retailers across multiple industries, including makeup, skincare, accessories and eyewear. In 2021, we launched live AR virtual try-ons for nails and men’s grooming products including beard dye virtual try-ons, beard-removal simulation and beard-style simulation. However, we cannot guarantee that we will succeed in developing products and services that eventually become widely accepted, or that we will be able to timely release products and services that are commercially viable. Our inability to do so would have an adverse impact on our business, financial condition and results of operations.

Our recent rapid growth may not be indicative of our future growth. Even if we continue to grow, we may not be able to successfully execute our growth strategies.

We have achieved significant scale and growth since our inception in 2015. Our total revenue grew from $22.9 million in 2019 to $40.8 million in 2021, at a CAGR of 33.3%. The number of brands in our brand portfolio increased from 239 as of December 31, 2019 to 444 as of December 31, 2021 at a CAGR of 36.3%. We expect that our revenue growth rate will decline as our revenue increases to higher levels in the future. In particular, we believe that the growth of our revenue depends on a number of factors, in particular our ability to:

TABLE OF CONTENTS

•

deepen our penetration into the top 20 beauty groups;

•

expand our reach among the indie beauty brands;

•

expand our product portfolio coverage to new industries, such as fashion and clothing;

•

enhance data and machine learning technologies to advance our platform; and

•

pursue strategic alliances, investments and acquisition opportunities across categories and geographies.

Given our limited operating history and the rapidly evolving nature of AR- and AI-beauty technologies and fashion tech markets, we may not be able to accomplish any of our objectives. In addition, our historical rapid growth has placed and may continue to place significant demands on our management and our operational and financial resources. Our employee headcount and the scope and complexity of our business have increased significantly, with the number of full-time employees increasing from 217 as of December 31, 2019 to 271 as of December 31, 2021. We expect headcount growth to continue for the foreseeable future. As the number of brands, users of our mobile apps and transactions and the amount of data that our infrastructure supports continue to grow, we will need to improve our operational, financial and management controls as well as our reporting systems and procedures. The growth and expansion of our business and products create significant challenges for our management and constrain operational and financial resources. We will require capital expenditures and allocation of valuable management resources to grow and change in these areas and implement more complex organizational management structures. In addition, we may also find it increasingly difficult to maintain the benefits of our corporate culture, including our ability to quickly develop and launch new and innovative products and execute our growth strategies. If we fail to adequately address any of the challenges and manage our growth effectively, our overall business performance and our business may be seriously harmed.

Any businesses we will invest in or acquire may not perform as expected or be successfully integrated.

Although we focused on organic growth in the past, as part of our business strategy, we expect to invest in or acquire companies, form joint ventures, and acquire complementary assets or technologies. Competition within our industry for investments in and acquisitions of businesses, technologies, and assets is intense. Even if we are able to identify a target for investment or acquisition, we may not be able to complete the transaction on commercially reasonable terms, we may not be able to receive approval under anti-monopoly and competition laws, or the target may choose to enter into a transaction with another party, which could be our competitor.

In addition, businesses we will invest in or acquire may not perform as well as we expect. Failure to manage and successfully integrate acquired businesses and technologies, including managing any privacy or data security risks associated with such acquisitions, may harm our operating results and expansion prospects. The process of integrating an acquired company, business, or technology or acquired personnel into our company, as well as the performance of an acquired company, business, or technology or acquired personnel, are subject to various risks and challenges, including:

•

diverting management time and focus from operating our business;

•

disrupting our ongoing business operations;

•

customer acceptance of the acquired company’s offerings;

•

implementing or remediating the controls, procedures, and policies of the acquired company;

•

integrating the acquired business onto our systems and ensuring the acquired business meets our financial reporting requirements and timelines;

•

retaining and integrating acquired employees, including aligning incentives between acquired employees and existing employees, as well as managing costs associated with eliminating redundancies or transferring employees on acceptable terms with minimal business disruption;

•

maintaining important business relationships and contracts of the acquired business;

•

liability for pre-acquisition activities of the acquired company;

TABLE OF CONTENTS

•

litigation or other claims or liabilities arising in connection with the acquired company;

•

impairment charges associated with goodwill, investments, and other acquired intangible assets; and

•

other unforeseen operating difficulties and expenditures.

We cannot predict whether any strategic investment or acquisition will be accretive to the value of our ordinary shares. It is also possible that any of our future strategic transactions could be viewed negatively by the press, investors, customers or regulators, or subject to regulatory inquiries or proceedings, which may adversely affect our reputation, business, financial condition and prospects.

Our forecasts and projections are based upon assumptions, analyses and internal estimates developed by our management. If these assumptions, analyses or estimates prove to be incorrect or inaccurate, our actual operating results may differ materially and adversely from those forecasted or projected.

Our forecasts and projections are subject to significant uncertainty and are based on assumptions, analyses and internal estimates developed by our management, any or all of which may not prove to be correct or accurate. If these assumptions, analyses or estimates prove to be incorrect or inaccurate, our actual operating results may differ materially and adversely from those forecasted or projected. We believe that the assumptions in the forecasts and projections were reasonable at the time such information was prepared, given the information we had at the time. In particular, the prospective financial information was prepared by our management based on estimates and assumptions believed to be reasonable with respect to the expected future financial performance of Perfect on February 4, 2022, which do not take into account any circumstances or events occurring after February 4, 2022. These prospective financial information incorporates certain financial and operational assumptions, including, but not limited to, future industry performance, general business, economic, market and financial conditions and matters specific to the business of Perfect.

However, the assumptions that underlie the prospective financial information are preliminary and there can be no assurance that our actual results will be in line with our expectations. The prospective financial information covers multiple years and such financial projections, by their nature, become subject to greater uncertainty with each succeeding year. In addition, whether actual operating and financial results and business developments will be consistent with our expectations and assumptions as reflected in our forecast depends on various factors, many of which are outside our control, including but not limited to those stated elsewhere in this “Risk Factors” section and the following:

•

our ability to effectively manage growth;

•

changes in our strategy, future operations, financial position, estimated revenue and losses, forecasts, projected costs, prospects and plans;

•

our ability to satisfy future capital requirements;

•

changes in demand for our services, customer preferences and spending habits;

•

our ability to provide highly useful, reliable and innovative services to our customers;

•

our ability to attract new customers, retain existing customers, expand service offerings with existing customers, or identify areas of higher growth;

•

our ability to successfully identify acquisition opportunities, make acquisitions on terms that are commercially satisfactory, successfully integrate potential acquired businesses and services, and subsequently grow acquired businesses;

•

our ability to operate with the challenges in relation to COVID-19, including business closure and other social or travel restrictions;

•

our ability to retain existing key management, to integrate recent hires and to attract, retain and motivate qualified personnel; and

•

changes in government policies and regulations.

TABLE OF CONTENTS

Unfavorable changes in any of these or other factors, most of which are beyond our control, could adversely affect business, financial condition and results of operations of Perfect and cause the actual results of Perfect to differ materially from that contained in this proxy statement/prospectus.

The forecasts and projections also reflect assumptions as to certain business decisions that are subject to change. The forecasts and projections were not prepared with a view toward public disclosure or with a view toward complying with the guidelines of the SEC, or the guidelines established by the American Institute of Certified Public Accountants with respect to the forecasts and projections, but, in the view of our management, was prepared on a reasonable basis, reflects the best currently available estimates and judgments, and presents, to the best of management’s knowledge and belief, the expected course of action and the expected future financial performance of Perfect. However, such information is not historical fact and should not be relied upon as being necessarily indicative of future results.

The projections and forecasts were prepared based on numerous variables and assumptions that are inherently uncertain and may be beyond the control of our management. Neither our independent auditors, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the projections and forecasts, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the forecasts and projections. There can be no assurance that our financial condition will be consistent with those set forth in such projections and forecasts, which could have an adverse impact on the market price of Perfect Class A Ordinary Shares or the financial position of the post-Business Combination entity.

We may fail to compete effectively or maintain market leadership in the markets in which we currently operate or expand into.

The AR- and AI-beauty technologies and fashion tech markets are rapidly evolving. Our current primary competition comes from companies that offer products and services that compete with some but not all of the functionality present on our platform, and there may be an increasing number of similar solutions offered by additional competitors in the future. Our current and potential competitors may also develop and market new technologies and products that render our existing or future products less competitive, unmarketable or obsolete. For example, the mobile device manufacturers may enhance the built-in camera apps in their smartphones with AR- and AI-technologies providing similar functionality of our mobile apps, which may render our YouCam apps redundant. Similarly, brands may develop their own AR- and AI-beauty technology solutions in-house. If an increasing number of products with similar or even superior functionality to our products are introduced to the market, we may need to decrease the prices for our products and services in order to remain competitive and, as a result, our margins will be reduced and our operating results will be negatively affected. The introduction of new technologies and the influx of new entrants into the markets may intensify competition in the future, which could harm our business and our ability to increase revenues, increase or maintain brand portfolio and consumer base and maintain our prices.

Our current operations are international in scope, and we plan to further expand globally. If we fail to meet the challenges presented by our increasingly globalized operations, our business may be materially and adversely affected.

Our business operations are international in scope, with approximately 50% of our revenue coming from United States in North America, 11% coming from Japan in Asia, and 8% coming from France in 2021. We intend to continue to expand our operations internationally, and develop strategies to address new international markets. However, global expansion has required and will continue to require considerable management attention as well as financial and other resources. We expect to face particular challenges in global expansion and operations including:

•

increased costs associated with developing solutions and products and providing support in different languages;

•

increased costs in marketing and advertising to promote our products effectively in different markets;

TABLE OF CONTENTS

•

localizing our products, services, content and features to ensure that they are culturally attuned to the different markets;

•

increased competition from competitors that have strong positions in particular markets;

•

increased costs associated with recruiting and retaining talented and capable employees in foreign countries and maintaining our company culture across all of our offices;

•

greater difficulty in receiving payments from different geographies, including difficulties associated with exchange rate fluctuations, transfer of funds, longer cycles for payment and collecting accounts receivable, especially in emerging markets;

•

compliance with applicable foreign laws and regulations, including laws and regulations with respect to economic sanctions and export controls, anti-corruption, anti-bribery and anti-kickback, data privacy, cybersecurity and consumer protection that may conflict with local customs and practices in some jurisdictions in which we operate, and the risk of penalties if our practices are deemed not to be in compliance;

•

more stringent regulations relating to privacy and data security and the unauthorized use of, or access to, commercial and personal information, particularly in Europe and other jurisdictions;

•

limited or insufficient intellectual property protection or difficulties enforcing our rights to intellectual property;

•

political, social and economic instability in some countries;

•

exposure to different tax jurisdictions and potential adverse tax consequences; and

•

related stay-at-home, business closure, and other restrictive orders and travel restrictions associated with the COVID-19 pandemic.

If we are unable to successfully manage the complexity of our global operations and deal with the related challenges and risks, our business, financial condition and results of operations could be adversely affected.

Our sales cycle for brands and retailers can be long and unpredictable, and our sales efforts require considerable time and expenses.

Due to the length and unpredictability of the sales cycle for brands and retailers, it is difficult to predict the timing of our sales and related revenue recognition. The typical length of our sales cycle for brands and retailers, from initial evaluation to payment, is between two and eight months but can vary substantially from brand to brand. Given that these brands and retailers often view implementation of our solutions as a strategic decision and significant investment, they often require considerable time to evaluate, test and qualify our product offerings prior to entering into or expanding a subscription. During the sales cycle, we often need to spend significant time and resources to better educate and familiarize the potential brands and retailers with the value proposition of our products and services as well as on sales and marketing and contract negotiation activities. Such lengthy sales cycle for the evaluation and implementation of our solutions, in particular for highly customized applications, may cause a delay between increasing operating expenses for such sales efforts and generation of corresponding revenue upon successful sales. Additional factors that may influence the length and variability of our sales cycle to brands and retailers include:

•

effectiveness of our sales force, in particular new sales people as we increase the size of our sales force;

•

obstacles placed by their procurement process;

•

their integration complexity;

•

their familiarity with the AI and AR technologies; and

•

economic conditions and other factors impacting their budgets.

Given these factors, it is difficult to predict whether and when a sale will be completed, and when revenue from a sale will be recognized and reflected in our results of operations.

TABLE OF CONTENTS

We make selective investments in new products and services and enhancement to our existing products and services which may not be successful and may not achieve expected returns.

Our ability to engage, retain and increase our partnerships with brands and to increase our revenue will depend heavily on our ability to continue to evolve our existing products and services to create new innovative products and services, both independently and together with third parties. We may introduce significant changes to our existing products and services or develop and introduce new and unproven products and services, including technologies with which we have little or no prior development or operating experience. For example, we are currently developing fashion technology products related to eyewear, nail design, watches, accessories and jewelry, and we also plan to further expand to areas beyond fashion, including providing solutions for dental and orthodontics services, plastic surgery and video conferencing. We do not have significant experience in these industries and areas, which may adversely affect our ability to successfully develop and market these products and technologies. We may incur substantial costs, and may not be successful in generating profits, in connection with these efforts. In addition, the introduction of new products and services, or changes to existing products and services, may result in new or enhanced governmental or regulatory scrutiny, litigation or other complications that could adversely affect our reputation, business and operating results.

We also aim to continuously create new premium features and content, and innovate and improve on our existing products. Although we believe that these efforts are likely to benefit the aggregate consumer experience and improve our financial performance over the long term, we may experience disruptions or declines in our MAUs or user activity if new features cause technical issues that diminish the performance or attractiveness of our mobile apps. Product innovation is inherently volatile and uncertain, and if our new or enhanced products fail to engage our users, advertisers or partners, or if we fail to give our users meaningful reasons to return to our mobile apps, we may fail to attract or retain users or to generate sufficient revenue, operating margin or other value to justify our investments, any of which may seriously harm our business in the short term, long term or both.

Given that a small number of business partners contribute to a significant portion of our revenues, our business and results of operations could be materially and adversely affected if we were to lose a significant business partner or a significant portion of its business.

Currently, a limited number of business partners contribute a significant portion of our revenues. Our business partners primarily comprise top global beauty brands. In 2019, 2020 and 2021, our five largest business partners in aggregate contributed approximately 49%, 40% and 32% of our revenues, respectively. We expect that a limited number of our business partners will continue to contribute a significant portion of our revenues in the near future. If we lose any of these business partners, or if revenues generated from a significant business partner are substantially reduced due to, for example, increased competition, in-house development, a material change in the business partner’s operations, breach of contract or policy, any deterioration in our relationship with business partners, our business, financial condition and results of operations may be materially and adversely affected.

We rely primarily on certain app stores and similar digital platforms, such as the Apple App Store and Google Play, for downloads of YouCam and our other apps, as well as for payment processing, and any interruption or deterioration in our relationship with such entities may negatively impact our business.

We currently rely on third-party digital distribution platforms, primarily Apple App Store and Google Play, as the channels for downloads of our mobile apps including YouCam, as well as the processing of payments for our products and services. We expect to continue to rely on Apple App Store and Google Play for downloads of our mobile apps, as well as most of the payment processing for our products and services. Accordingly, we believe that maintaining successful partnerships with Apple and Google is critical to our success.

The operating policies of Apple or Google will affect the accessibility of our products and services. The promotion, distribution and operation of our mobile apps are subject to distribution platforms’ standard terms and policies for apps developers, which are subject to the interpretation of, and frequent changes by, these distribution platforms. If Apple App Store, Google Play or any of the major distribution platforms change their respective standard terms and conditions, application review policy or application

TABLE OF CONTENTS

enforcement guidelines in a manner that is detrimental to us, suspend our access to the platforms or terminate their existing relationship with us, our business, financial condition and results of operations may be materially and adversely affected. For example, Apple App Store and/or Google Play may adjust the categories of application on their distribution platforms and remove the type(s) of our mobile apps, which would significantly limit or even cut off the distribution of our mobile apps. In addition, our pricing strategy is affected by changes in the payment processing fees charged by Apple or Google. If we are unable to pass along any increases in the payment processing fees charged by Apple or Google to our users on a timely basis, or if the paying user engagement decreases due to a price increase, our net revenue or profit margin may be negatively affected. If we fail to maintain good relationships with Apple or Google, it may adversely impact our ability to continue to offer our products and services or effect payment processing, which in turn could have a material adverse impact on our business.

We depend on the continuing efforts of our founders, senior management team and key personnel, and our business operations may be negatively affected if we lose their services.

We currently depend on the continued services and performance of our founders and other key personnel, including Alice H. Chang, our founder and CEO. Our future success will depend on the continued service of our key personnel who possess significant expertise and knowledge of our industry. In addition, many of our key technologies and products are custom-made for our business by our personnel. The loss of key personnel, including members of management, as well as key engineering, product development, marketing and sales personnel, could disrupt our operations and have an adverse effect on our reputation and business. As we grow, we cannot guarantee that we will continue to attract and retain the personnel needed to maintain our competitive position. In particular, we intend to continue to hire a significant number of technical personnel in the foreseeable future, and we expect to continue to face significant challenges in hiring such personnel. Moreover, if our reputation were to be harmed, whether as a result of media, legislative or regulatory scrutiny or otherwise, it could make it more difficult to attract and retain personnel that are critical to the success of our business.

As we continue to grow and mature our business, or if our stock price declines, the incentives to attract, retain and motivate employees provided by our equity awards or by future arrangements may not be as effective as in the past. Additionally, if we issue significant equity to attract additional employees or to retain our existing employees, we would incur substantial additional share-based compensation expense, and the ownership of our existing shareholders would be further diluted. As a result, it may be difficult for us to continue to retain and motivate certain employees, and this wealth could affect their decision about whether they continue to work for us. If we do not succeed in attracting, hiring and integrating excellent personnel, or retaining and motivating existing personnel, we may be unable to grow effectively and our reputation and business could be seriously harmed.

If we are not able to maintain and enhance our brand awareness, our business and operating results may be materially and adversely affected.

We believe that our business brands, including the brands of our mobile apps such as YouCam, have significantly contributed to the success of our business. We also believe that maintaining and enhancing our business brands is critical to expanding our base of users, advertisers and brand partners. Many of new users of our mobile apps are referred by existing users. Maintaining and enhancing our business brands will depend largely on our ability to continue to provide useful, reliable, trustworthy and innovative products and technologies, which may not always be successful or timely. We may introduce new products or terms of service or policies that users do not like, which may negatively affect our business brands. Additionally, the actions of our developers or advertisers may affect our business brands if consumers do not have a positive experience interacting with third parties, including advertisers and platform distributors, through our products and services. We will also continue to experience media, legislative or regulatory scrutiny of our actions or decisions regarding consumer privacy, data use, encryption, content, advertising, competition, security and other issues. Our business brands may also be negatively affected by attacks from our competitors, by negative publicity about the actions of consumers that are deemed to be hostile, illegal or inappropriate to other consumers, by third-party content providers acting inappropriately, by any regulatory developments designed to address such risks, or due to legal proceedings or investigations. Maintaining and enhancing our business brands may require us to make substantial investments, which may not be successful. If we fail

TABLE OF CONTENTS

to successfully promote and maintain our brand awareness or if we incur excessive expenses in this effort, our business, financial condition and results of operations may be adversely affected.

User misconduct and misuse of our mobile apps or any non-compliance of third parties that we conduct business with may adversely impact our brand image and reputation, and we may be held liable for information or content displayed on, retrieved from or linked to our products and services, which may materially and adversely affect our business and operating results.

We may face claims relating to information that is published or made available on our products. Our mobile apps, in particular YouCam Makeup and YouCam Perfect, have the attributes of social media and may be misused by individuals or groups of individuals to engage in inappropriate or illegal activities. We have implemented control procedures, and have an internal team that monitors the content uploaded by users. While these procedures aim to detect and block illegal, fraudulent, violent, pornographic or other inappropriate content or activities conducted through the misuse of our mobile apps, particularly those that violate applicable laws and regulations, they may not be able to block all such content uploads or activities in real time due to the time lag between content upload and the inspection by our internal team. In addition, as we are developing our live streaming services on our mobile apps, it may become more difficult for our internal team to timely detect and block illegal or inappropriate content or activities in the future.

We may not be well protected from liability for third-party actions in all the jurisdictions in which we operate, as local laws vary, and some of them can be unclear or evolving. For example, in the United States, there have been various congressional and executive branch efforts to remove or restrict the scope of the protections available to online platforms under Section 230 of the Communications Decency Act, and our current protections from liability for third-party content in the United States could decrease or change. We could incur significant costs investigating and defending such claims and, if we are found liable, significant damages or license costs. We could also face fines or orders restricting or blocking our services in particular geographies as a result of content hosted on our services. For example, in June 2020, the Home Ministry in India included our mobile app, YouCam Makeup, on a list of banned applications in the country, which remains in effect, as of the date of this proxy statement/prospectus. If any of these events occurs, we may incur significant costs or be required to make significant changes to our products, business practices or operations and our reputation, business and operating results could be seriously harmed.

Certain of our metrics and other estimates are subject to inherent uncertainties in measurement, and real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business.

We regularly review metrics, including our MAUs, to evaluate growth trends, measure our performance, and make strategic decisions. These metrics are calculated using internal company data gathered on an analytics platform that we develop and operate and have not been validated by an independent third party. While we believe these metrics are reasonable estimates of our consumer base for the applicable period of measurement, there are inherent challenges in measuring how our products are used across large populations globally. For example, there may be individuals who have multiple accounts. Our consumer metrics are also affected by technology on certain mobile devices that automatically runs in the background of our mobile apps when another phone function is used, and this activity can cause our system to miscount the consumer metrics associated with such account.

Some of our demographic data may be incomplete or inaccurate. If our consumers provide us with incorrect or incomplete information regarding their age or other attributes, then our estimates may prove inaccurate and fail to meet investor or advertiser expectations.

Errors or inaccuracies in our metrics or data could also result in incorrect business decisions and inefficiencies. For instance, if a significant understatement or overstatement of active users were to occur, we may expend resources to implement unnecessary business measures or fail to take required actions to attract a sufficient number of users to satisfy our growth strategies. We believe that we do not capture all data regarding our active users, which may result in understated metrics. This generally occurs due to technical issues. For example, our systems do not record data from a user’s application or when a user opens our mobile apps and contacts our servers but is not recorded as an active user. We continually seek to address these technical issues and improve our accuracy, but given the complexity of the systems involved and the rapidly changing nature of mobile devices and systems, we expect these issues to continue. If advertisers, partners

TABLE OF CONTENTS

or investors do not perceive our consumer, geographic, or other demographic metrics to be accurate representations of our consumer base or consumer engagement, or if we discover material inaccuracies in our consumer, geographic or other demographic metrics, our reputation may be seriously harmed, and our advertisers and partners may also be less willing to allocate their budgets or resources to us, which could seriously harm our business.

We may require additional capital to support our operations and the growth of our business, and we cannot be certain that financing will be available on reasonable terms when required, or at all.

We may need additional financing from time to time to operate or grow our business. For example, Perfect’s capital budget assumes, among others, that (i) the Minimum Available Cash Condition will be satisfied, which is a condition that Perfect has discretion to waive if not satisfied, and (ii) Perfect’s development timeline progresses as planned and corresponding expenditures are consistent with current expectations, both of which are subject to various risks and uncertainties, including those described in this prospectus/proxy statement. If the Minimum Available Cash Condition cannot be met by Provident and is waived by Perfect, our ability to continue operations in full as planned and continue as a going concern may be significantly limited without obtaining additional financing.

Our ability to obtain additional financing, if and when required, will depend on investor and lender demand, our operating performance, the condition of the capital markets and other factors, and we cannot assure you that additional financing will be available to us on favorable terms, or at all. If we incur additional debt, including drawing on our credit facility, the debt holders would have rights senior to holders of our ordinary shares to make claims on our assets. If we raise additional funds through the issuance of equity securities, our existing shareholders will experience dilution and those new securities may have rights, preference or privileges senior to those of our ordinary shares. If adequate financing is not available on terms satisfactory to us when we require it, our ability to continue to support the operation and growth of our business could be significantly impaired and our operating results may be adversely affected.

We have limited business insurance coverage. Any interruption of our business may result in substantial costs and the diversion of our resources, and cause an adverse impact on our financial condition and results of operations.

We have obtained insurance to cover certain potential risks and liabilities, such as Error and Omission Commercial Insurance, Personal Injury Insurance, Cyber Security Insurance and Director and Officer Insurance for certain businesses we operate. However, consistent with general industry practice, our business insurance is limited and we may not be able to acquire any insurance for all types of risks we face in our operations in all the jurisdictions where we operate. For examples, insurance companies in some of the jurisdictions where we operate offer limited cybersecurity insurance products and/or intellectual property infringement insurance products, if any. We have determined that the costs of insuring for related risks and the difficulties associated with acquiring such insurance on commercially reasonable terms make it impractical for us to have such insurance. Any uninsured damage to our systems, disruption of our business operations, litigation or natural disasters could require us to incur substantial costs and divert our resources, which could have an adverse effect on our financial condition and results of operations.

Our business depends on attracting and retaining high-quality personnel, and failure to attract or maintain such personnel could adversely affect our business.

Our future success depends on our ability to continue to attract, retain and motivate highly skilled employees, especially talent in artificial intelligence, machine learning and advanced algorithms. Competition for highly skilled personnel in our industry is intense, in particular in the fields of artificial intelligence and data science, and we expect some of our competitors or other participants in the technology industry with access to more substantial resources to pursue top talent aggressively. If we are not able to continue to attract or retain such highly skilled personnel, or maintain our existing personnel, our ability to keep pace with innovation and technological change in our industry may be hindered and our business could be seriously harmed.

TABLE OF CONTENTS

Risks Related to Perfect’s Technology, Data Privacy and Intellectual Property

Security breaches, improper access to or disclosure of our data or consumer data, other hacking and phishing attacks on our systems, or other cyberattacks may make our products and solutions to be perceived as not being secure, which could harm our reputation and adversely affect our business.

Mobile malware, viruses, hacking and phishing attacks have become more prevalent and sophisticated in our industry. If our security measures are breached, or if our products and services are subject to attacks or misuse that disrupt or deny the ability of consumers to access our products and services, our products and services may be perceived as not being secure and consumers and advertisers may curtail or stop using our products and services, which could have a material adverse effect on our reputation, business prospects and results of operations.

Our efforts to protect the information that our consumers have shared with us could fail due to the actions of third parties, software bugs or other technical malfunctions, employee error or malfeasance, or other factors. Third parties may attempt to fraudulently induce employees or consumers to disclose information to gain access to our data or our consumers’ data. If any of these events occurs, our or our consumers’ information could be accessed or disclosed improperly. Internally, we have our privacy policy in place that governs how we may use and share the information that our consumers have provided us. However, if third parties such as business partners and advertisers fail to implement adequate data security practices or fail to comply with our terms and policies, our consumers’ data may be improperly accessed or disclosed. Any incidents where our consumers’ information is accessed without authorization, or is improperly used, or incidents that violate our Terms of Service or policies, could damage our reputation and our brand image and diminish our competitive position.

We are subject to data privacy and protection laws and regulations adopted by governmental agencies. Data privacy laws restrict our storage, use, processing, disclosure, transfer and protection of non-public personal information provided to us by our consumers. Violating existing or future regulatory orders or consent decrees could subject us to substantial monetary fines and other penalties that could seriously harm our business. While we strive to protect our consumers’ privacy and comply with all applicable data protection laws and regulations, any failure to do so may result in proceedings or actions against us by affected consumers or government authorities, which could be time-consuming and cause us to incur significant expense and liability or result in orders or consent decrees forcing us to modify our business practices.

In addition, spammers attempt to use our products to send targeted and untargeted spam messages to consumers, which may embarrass or annoy consumers and make our products less consumers friendly. We cannot be certain that the technologies that we have developed to repel spamming attacks will be able to eliminate all spam messages from our products. Our actions to combat spam may also require diversion of significant time and focus from improving our products. As a result of spamming activities, our consumers may use our products less or stop using them altogether. Maintaining the trust of our consumers is important to sustain our growth, retention, and consumer engagement. Negative incidents or dissatisfaction in relation to our products and services regardless of all our efforts, could deter current and potential consumers from using our products and services, which could have material adverse effects on our reputation, growth and consumer engagement, and could seriously harm our operational cost structure.

Our business and operating results may be harmed by any significant service disruptions. If our products and services are subject to attacks or misuse that disrupt or deny the ability of consumers to access our products and services, and we fail to develop enhancements to resolve any defect or other problems or adapt our existing technology and infrastructure, our consumers and partners may curtail or stop using our products and services, which could significantly harm our business.

The success of our broad range of AR- and AI-powered business and consumer solutions is reliant on technology. We currently have 17 technology solutions and six mobile apps. Our ability to attract and retain consumers largely depends on our ability to maintain and scale our technical infrastructure. We expect to continue to make significant investments to maintain and improve the capacity, capability and reliability of our infrastructure. To the extent that we do not effectively address capacity constraints, upgrade our systems

TABLE OF CONTENTS

as needed or continually develop our technology and infrastructure to accommodate actual and anticipated changes in our consumers’ needs, our business, financial condition and results of operations may be harmed.

Our business and operating results, reputation and consumer engagement may be harmed by a disruption in our service due to failures in or changes to our systems, or by our failure to timely and effectively expand and adapt our technology and infrastructure. Our systems may not be adequately designed with the necessary reliability and redundancy to avoid performance delays or outages that could seriously harm our business. We may experience service disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes, human or software errors, hardware failure, capacity constraints due to an overwhelming number of people accessing our products and services simultaneously, computer viruses, denial of service or fraud or security attacks. This would negatively impact our ability to attract consumers, platform partners and advertisers and increase consumer engagement. It is possible that we may fail to effectively scale and grow our technology infrastructure to accommodate increased demands arising from increased consumer traffic. It may also become increasingly difficult to maintain and improve the performance of our products and services, especially during peak usage times, as our products and services become more complex and our consumer traffic increases. In addition, we cannot provide assurance that we will be able to expand our data center infrastructure to meet consumers demand in a timely manner, or on favorable economic terms. If any system failure, interruption or downtime occurs, our business, financial condition and results of operations may be materially and adversely affected.

In addition, a substantial portion of our network infrastructure is provided by third parties, including AWS, Google Cloud and Alibaba Cloud. Any disruption or failure in the services we receive from these providers could harm our ability to handle existing or increased traffic and could significantly harm our business. Any financial or other difficulties these providers face may also adversely affect our business, and we exercise little control over these providers, which increases our vulnerability to problems with the services they provide. In the event of a significant issue with the third-party network infrastructure supporting our network traffic, some of our products and services may become inaccessible or consumers may experience difficulties accessing our products and services. Any disruption or failure in our infrastructure could hinder our ability to handle existing or increased traffic on our platform, which could significantly harm our business.

Our technical infrastructure is also vulnerable to the risk of damage from natural disasters, such as earthquakes and typhoons, as well as from acts of terrorism or other criminal acts. Our services and products also incorporate software that is highly technical and complex. Our software has contained, and may now or in the future contain, undetected errors, bugs or vulnerabilities. Some errors in our software code may only be discovered after the code has been released. In particular, the operation of some of our new businesses implicates complex technological and operational considerations, including technical or systematic issues that may arise in the ordinary course of business. In order to address such technical difficulties, we may need to make fundamental changes to the configurations or of the underlying systems we use or expend a significant amount of time and resources to obtain the technical skills or expertise needed to adequately address such issues. Any such difficulties could have a material impact on our ability to deliver the products and services we intend to offer, reduce our reliability and harm our reputation.

The successful operation of our business also depends upon the performance and reliability of the internet infrastructure in China and the safety of our network and infrastructure. If our AWS, Google Cloud or Alibaba Cloud server code comes across some serious bugs that disrupt the service, many of our online services to clients will be affected. The Service-Level Agreement we have signed with most of our clients requires 99.7% to 99.99% service availability. Failure to meet that requirement will result in penalty, i.e., extra credits or refunds, as provided by the agreements. Furthermore, even if our internet infrastructure is free of bugs, we may encounter unexpected issues solely due to administrative oversight. For example, in April 2019, merely due to our administrative error of missing the filing deadline of our server certificate, our server in China stayed non-functional for about two weeks.

TABLE OF CONTENTS

We rely on Google Cloud, AWS and Alibaba Cloud for the vast majority of our computing, storage, bandwidth, and other services. Any service interruption of their operating systems, networks and hardware or other disruptions of or interference with our use of the cloud operation could impair the delivery of our platform and thus negatively affect our operations and harm our business.

Google, Amazon and Alibaba provide distributed computing infrastructure platforms for business operations, or what is commonly referred to as a “cloud” computing service. We currently run the vast majority of our computing on the three platforms, and our systems are not fully redundant on them. We expect to spend $120,000 with Google Cloud over five years, $4,200,000 with Amazon Web Services (“AWS”) over five years beginning October 2021. We have also built our software and computer systems to use computing, storage capabilities, bandwidth, and other services provided by Google, AWS and Alibaba Cloud. Any disruption of or interference with our use of Google Cloud, AWS and Alibaba Cloud would negatively affect our operations and seriously harm our business.

First of all, any transition of the cloud services currently provided by any one of Google, AWS and Alibaba Cloud to the other platform or to another cloud provider would be difficult to implement and will cause us to incur significant time and expense. The level of service provided by Google Cloud, AWS and Alibaba Cloud may also impact our users’, advertisers’, and partners’ usage of and satisfaction with products or services. If our users or partners are not able to access our mobile apps or SaaS or specific features of our products or services, or encounter difficulties in doing so, due to issues or disruptions with Google Cloud, AWS or Alibaba Cloud, or if Google Cloud, AWS or Alibaba Cloud experience interruptions in service regularly or for a prolonged basis, or other similar issues, we may lose users, partners, or advertising revenue and our business would be seriously harmed.

Secondly, each of Google, Amazon and/or Alibaba may take actions beyond our control that could seriously harm our business, including: (i) discontinuing or limiting our access to its cloud platform; (ii) increasing pricing terms; (iii) terminating or seeking to terminate our contractual relationship altogether; (iv) establishing more favorable relationships or pricing terms with one or more of our competitors; and (v) modifying or interpreting its terms of service or other policies in a manner that impacts our ability to run our business and operations. Google, Amazon and Alibaba each has broad discretion to change and interpret its terms of service and other policies with respect to us. If services and products provided by Google, Amazon and Alibaba are limited, restricted, curtailed or degraded in any way, or become unavailable to us or our consumers for any reason, our business may be materially and adversely affected. They may also alter how we are able to process data on their cloud platforms. If Google, Amazon or Alibaba makes changes or has interpretations that are unfavorable to us, our business could be seriously harmed. Hosting costs also have increased and will continue to increase as our consumer base and consumer engagement grows and may seriously harm our business if we are unable to grow our revenues faster than the cost of utilizing the services of Google Cloud, AWS, and Alibaba Cloud.

In addition, we also currently rely on third-party mobile apps distribution channels such as iOS App Store to distribute most of our mobile apps to users. We expect a substantial number of downloads of our mobile apps will continue to be derived from these distribution channels and we expect that we will continue to rely on Apple App Store for downloads of our mobile apps. Accordingly, we believe that maintaining successful partnerships with Apple is critical to our success. If major mobile apps distribution channels change their standard terms and conditions in a manner that is detrimental to us, or terminate their existing relationship with us, our business, financial condition and results of operations may be materially and adversely affected. Moreover, the operating policies of Apple may have an impact on the accessibility of our products and services. If we fail to maintain good relationships with Apple, it may adversely impact our ability to continue to offer our products and services, which in turn could have a material adverse impact on our business.

We rely on third-party proprietary and open source software for our products and services. The inability to obtain third-party licenses for such software, obtain them on favorable terms, or adhere to the license terms or any errors or failures caused by such software could harm our business.

Some of our offerings include software or other intellectual property licensed from third parties. It may be necessary in the future to renew licenses relating to various aspects of these applications or to seek new licenses for existing or new applications. Necessary licenses may not be available on acceptable terms or under

TABLE OF CONTENTS

open source licenses permitting redistribution in commercial offerings, if at all. The inability to obtain certain licenses or other rights or to obtain such licenses or rights on favorable terms could result in delays in product releases until equivalent technology can be identified, licensed or developed, if at all, and integrated into our products and services, which could harm our business, results of operations and financial condition.

In addition, third parties may allege that additional licenses are required for our use of their software or intellectual property, which it may be unable to obtain on commercially reasonable terms or at all. The inclusion in our offerings of software or other intellectual property licensed from third parties on a non-exclusive basis could limit our ability to differentiate our offerings from those of our competitors. Failure to properly adhere to the license terms for software or other intellectual property might have negative effects, such as revocation of the license grant, penalties, added license fees or other liabilities. If a distributor of open source software were to allege that we had not complied with our license, we could be required to incur significant legal expenses. Little legal precedent governs the interpretation of these licenses; therefore, the potential impact of these terms on our business is unknown and may result in unanticipated obligations regarding our technologies. To the extent that our products and services depend upon the successful operation of third-party software, any undetected errors or defects in such third-party software could also impair the functionality of our products and services, delay new feature introductions, result in a failure of products and services, and injure our reputation.

In addition, we use open source software in our products and solutions, including various open source libraries in our product development, as well as many development tools or libraries from Apple and Google. We expect to incorporate open source software into other offerings or products in the future. Such open source software is generally licensed by its authors or other third parties under open source licenses. If we inappropriately use or incorporate open source software subject to certain types of open source licenses that challenge the proprietary nature of our software products, we may be required to re-engineer our products, discontinue the sale of our products and solutions or take other remedial actions. From time to time, there have also been claims challenging the ownership of open source software against companies that incorporate open source software into their products. As a result, we could be subject to lawsuits by parties claiming ownership of what we believe to be open source software. Litigation could be costly for us to defend, have a negative effect on our operating results and financial condition or require us to devote additional research and development resources to change our products.

Our business depends upon the interoperability of our platform across devices, operating systems, and third-party applications that we do not control.

Our success depends in part on the interoperability of our products and services with third-party operating systems, applications, data, web browsers and devices, including, but not limited to, mobile-device cameras. We may not be successful in adapting our products and services that operate effectively with these technologies, systems, networks, regulations, or standards and we may not successfully cultivate relationships with key industry participants that operate effectively with these technologies, systems, networks, regulations, or standards. We plan to continue to introduce new products regularly and have experienced that it takes time to optimize such products to function with these operating systems and hardware, impacting the popularity of such products, and we expect this trend to continue. If customers have difficulty accessing and using our products and services (including on mobile devices) or if our products and services cannot connect a broadening range of applications, data and devices, then customer growth and retention may be harmed and our business and operating results could be harmed.

In addition, the owners of those third-party operating systems, such as Google and Apple, each provides consumers with products that compete with ours. Any changes in such operating systems, applications, data, web browsers or devices that degrade the functionality of our products and services or give preferential treatment to competitive services could harm the adoption and usage of our products and services. Our competitors that control the operating systems and related hardware that our mobile apps run on could make interoperability of our products with those mobile operating systems more difficult or display their competitive offerings more prominently than ours.

Moreover, our products require high-bandwidth data capabilities. If the costs of data usage increase, our user growth, retention, and engagement may be seriously harmed. Additionally, to deliver high-quality video and other content over mobile cellular networks, our products must work well with a range of mobile

TABLE OF CONTENTS

technologies, systems, networks, regulations, and standards that we do not control. In particular, any future changes to the iOS or Android operating systems may impact the accessibility, speed, functionality, and other performance aspects of our products, which issues are likely to occur in the future from time to time.

Because our YouCam apps are used primarily on mobile devices, effective mobile functionality is a part of our long-term development and growth strategy. The majority of our user engagement with our mobile apps is on smartphones with Android operating systems. As a result, although our products work with iOS mobile devices, we have prioritized development of our products to operate with Android operating systems rather than smartphones with iOS operating systems. To continue growth in user engagement with our mobile apps, we will need to prioritize development of our products to operate on smartphones with iOS operating systems. Given the popularity of smartphones with iOS operating systems, if we are unable to improve operability of our products on smartphones with iOS operating systems, our business could be seriously harmed.

We may incur substantial costs in protecting or defending our intellectual property and any failure to protect our intellectual property could impair our competitive position and the value of our brand and other intangible assets may be diminished.

Effective protection of intellectual property rights is expensive and difficult to maintain, both in terms of application and maintenance costs, as well as the costs of defending and enforcing those rights. Although we have taken measures to protect our proprietary rights, the efforts we have taken to protect our intellectual property rights may not be sufficient or effective, and our intellectual property rights will be sufficient to protect against others offering products or services that are substantially similar to ours and compete with our business. If we are unable to protect our proprietary rights or prevent unauthorized use or appropriation by third parties, the value of our brand and other intangible assets may be diminished, and competitors may be able to more effectively mimic our service and methods of operations. Any of these events could seriously harm our business.

We aim to protect our confidential proprietary information, in part, by entering into confidentiality agreements and invention assignment agreements with all our employees, consultants, advisors, and any third parties who access or contribute to our proprietary know-how, information, or technology. We also rely on trademark, copyright, patent, trade secret, and domain-name-protection laws to protect our proprietary rights. Our trade secrets, trademarks, copyrights, patents and other intellectual property rights are important assets for us. There can be no assurance that we will be able to protect against the unauthorized use of our brand, trademarks or other assets. There is also a risk that one or more of our trademarks could become generic, which could result in them being declared invalid or unenforceable. We rely on, and expect to continue to rely on, a combination of confidentiality and license agreements with our employees, consultants and third parties with whom we have relationships, as well as trademark, trade dress, domain name, copyright, trade secret and patent laws, to protect our brand and other intellectual property rights. Significant impairments of our intellectual property rights, and limitations on our ability to assert our intellectual property rights against others, could harm our business and our ability to compete.

If we need to license or acquire new intellectual property, we may incur substantial costs and in some cases, pending trademark, copyright and patent applications may not be approved. We have filed various applications to protect aspects of our intellectual property, and we currently hold a number of issued patents, trademarks and copyrights in multiple jurisdictions. Effective protection of patents, trademarks and copyrights is expensive and difficult to maintain, both in terms of application and registration costs, as well as the costs of defending and enforcing those rights. We may be required to protect our rights in an increasing number of countries, in a process that is expensive and may not be successful, or which we may not pursue in every country in which our products and services are distributed or made available. In the future, we may acquire additional patents or patent portfolios, which could require significant cash expenditures.

Further, the laws of certain foreign countries provide different levels of protection of corporate proprietary information and assets, such as intellectual property, trade secrets, know-how, and records. We may fail to obtain effective intellectual property protection, or effective intellectual property protection may not be available in every country in which our products and services are available. As a result, we may be exposed to material risks of theft of our proprietary information and other intellectual property, including technical data, manufacturing processes, data sets, or other sensitive information, and we may also encounter

TABLE OF CONTENTS

significant problems in protecting and defending our intellectual property or proprietary rights abroad. In any of these cases, we may be required to expend significant time and expense to prevent infringement or to enforce our rights.

We may be subject to intellectual property infringement claims or other allegations by third parties, which may cause substantial costs and materially and adversely affect our business operations.

Companies in the mobile, camera, communication, media, internet, and other technology-related industries own large numbers of patents, copyrights, trademarks, trade secrets, and other intellectual property rights, and frequently enter into litigation based on allegations of infringement, misappropriation, or other violations of intellectual property or other rights. In addition, various “non-practicing entities” that own patents, copyrights, trademarks, trade secrets, and other intellectual property rights often attempt to aggressively assert claims in order to extract payments from technology companies. We may be subject to intellectual property infringement lawsuits that are expensive and time-consuming. If resolved adversely, these lawsuits and claims could result in our payment of substantial damages or license fees, disruption to our product and service offerings and reputational harm.

Furthermore, from time to time we may introduce new products or make other business changes, including in areas where we currently do not compete, which could increase our exposure to patent, copyright, trademark, trade secret, and other intellectual property rights claims from competitors and non-practicing entities. Some of our agreements with advertisers, platform partners and data partners require us to indemnify them for certain intellectual property claims against them, which could require us to incur considerable costs in defending such claims, and may require us to pay significant damages in the event of an adverse ruling. Such advertisers, platform partners and data partners may also discontinue use of our products, services and technologies as a result of injunctions or otherwise, which could result in loss of revenue and adversely impact our business.

We might be subject to claims and legal proceedings from holders of patents, trademarks, copyrights, and other intellectual property rights alleging that some of our products or content infringe their rights. While we believe we have meritorious defenses to these claims, an unfavorable outcome in these lawsuits could seriously harm our business. If these or other matters continue in the future or we need to enter into licensing arrangements, which may not be available to us or on terms favorable to us, it may increase our costs and decrease the value of our products, and our business could be seriously harmed.

In addition, we may have to seek a license to continue practices found to be in violation of a third party’s rights. If we are required or choose to enter into royalty or licensing arrangements, such arrangements may not be available on reasonable terms, or at all, and may significantly increase our operating costs and expenses. As a result, we may also be required to develop or procure alternative non-infringing technology or discontinue use of the technology. The development or procurement of alternative non-infringing technology could require significant effort and expense or may not be feasible.

We may from time to time become a party to litigation, other legal or administrative disputes and proceedings that may materially and adversely affect us.

In the course of our ordinary business operations, we may become a party to litigation, legal proceedings, claims, disputes or arbitration proceedings from time to time. Were any proceedings, claims, disputes or arbitration to arise, these may distract our senior management’s attention and consume our time and other resources. In addition, even if we ultimately succeed in such proceedings, there may be negative publicity created in the course of or surrounding such proceedings, which may materially and adversely affect our reputation. In the case of an adverse verdict, we may be required to pay significant monetary damages, assume significant liabilities or suspend or terminate parts of our operations. As a result, our business, financial condition, results of operations and prospects may be materially and adversely affected.

Risks Related to Perfect’s Financial Results

We have incurred operating losses in the past, and our ability to achieve or maintain profitability in the future is uncertain.

We have incurred operating losses before and our future revenue growth and profitability depend on a variety of factors, many of which are beyond our control. Whereas, our operating expenses are expected to

TABLE OF CONTENTS

increase in the future as we continue to expend substantial financial resources and as a public company. In addition, we may not be able to obtain additional capital in a timely manner or on acceptable terms, or at all.

We recorded loss for $2.0 million in 2019, $5.6 million in 2020, and $156.9 million in 2021. Even though our revenues have grown over the years, from $22.9 million in 2019 to $29.9 million in 2020, and to $40.8 million in 2021, our revenue growth rate has slowed in recent years and may do so in the future due to a variety of factors. We believe that our future revenue growth will depend on, among other factors, our ability to attract new consumers while retaining current consumers, increase consumer engagement and advertisement engagement, increase our brand awareness, compete effectively, maximize our sales efforts, demonstrate a positive return on investment for advertisers and successfully develop and operate new products and services. Our ability to achieve and sustain profitability is also affected by market and regulatory development related to, among others, mobile apps, online marketing and artificial intelligence. In addition, if we are unable to achieve profitability again, it may become more difficult for us to raise sufficient capital to satisfy our anticipated capital expenditures and other cash needs, in which case our business, results of operations and financial condition may be materially adversely affected. Accordingly, our ability to maintain profitability in the future is uncertain and you should not rely on the revenue growth of any prior quarterly or annual period as an indication of our future revenue growth.

We expect our operating expenses to increase in future periods as we continue to expend substantial financial resources on: (i) marketing and sales; (ii) global expansion; (iii) our technology infrastructure; (iv) attracting and retaining talented employees; (v) strategic opportunities, including operation of newly developed or newly acquired businesses; and (vi) general administration, including personnel costs and legal and accounting expenses related to being a public company. These investments, while increasing our expenses, may not result in an increase in revenues or growth in our business. If we are unable to achieve adequate revenue growth and to manage our expenses, we may incur significant losses in the future.

In addition, we expect to increase costs as a result of being a public company, and the costs may continue to increase in the future. As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC and the Nasdaq, impose various requirements on the corporate governance practices of public companies. These rules and regulations increase our legal and financial compliance costs and some corporate activities are more time-consuming and costly. For example, in comparison with a private company, we will need an increased number of independent directors and have to adopt policies regarding internal controls and disclosure controls and procedures. In addition, we will incur additional costs associated with public company reporting requirements. We expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and the other rules and regulations of the SEC and the Nasdaq.

We recognize revenue from SaaS subscriptions to our products over the terms of these subscriptions. Increases or decreases in new sales may not be immediately reflected in our results of operations and may be difficult to discern.

For the nature of our company, we recognize revenue from SaaS subscriptions to our products ratably according to the terms of these subscriptions. Consequently, a portion of the revenue we report in each period is derived from the recognition of deferred revenue relating to SaaS subscriptions entered into during previous quarters. As a result, a decline in new or renewed SaaS subscriptions in any single reporting period may have a small impact on the revenue that we recognize for such quarter. Whereas, such a decline will negatively affect our revenue in future quarters. As such, the effect of significant downturns in sales and potential changes in our pricing policies or rate of customer expansion or retention may not be fully reflected in our results of operations until future periods. In addition, our SaaS subscription-based revenue model also makes it difficult for us to rapidly increase our revenue through additional sales in any period, as revenue from new customers or existing customers that increase their use of our products or upgrade to higher-priced products or product tiers must be recognized over the applicable SaaS subscription term. Finally, a significant portion of our costs are expensed as incurred, while revenue is recognized over the term of the SaaS subscription. As a result, growth in the number of new customers and hosts has continued, and can continue, to result in our recognition of higher costs and lower revenue in the earlier periods of our SaaS subscriptions.

TABLE OF CONTENTS

Our financial results are likely to fluctuate from period to period due to seasonality and a variety of other factors, which makes our period-to-period results volatile and difficult to predict.

Our semi-annual financial results have fluctuated in the past and are likely to fluctuate in the future. As a result, you should not rely upon our past periodic financial results as indicators of future performance. You should also take into account the risks and uncertainties frequently encountered by companies in rapidly evolving markets. Our financial results in any given period can be influenced by numerous factors occurring in a particular period, many of which we are unable to predict or are outside of our control, including:

•

development and introduction of new products or services by us or our competitors and the market reaction to such new products or services;

•

our ability to renew our subscriptions with, and expand sales of our products and solutions to, our existing brand in our portfolio;

•

ability of our data service providers to scale effectively and timely to provide the necessary technical infrastructure to offer our services;

•

growth and diversification of our revenue sources;

•

increases in marketing, sales and other operating expenses that we may incur to grow and expand our operations and to remain competitive;

•

changes in budgets of brands and retailers and in the timing of their budget cycles and purchasing decisions, including cost-cutting measures or other effects of the COVID-19 pandemic;

•

seasonal fluctuations in spending by brands. Historically, the fourth quarter has typically been the quarter with the largest bookings from brands and retailers, which impacts revenue, unbilled revenue, deferred revenue, accounts receivable and amortized commissions in future periods;

•

system failures or breaches of security or privacy of our system;

•

amount and timing of non-cash expenses, including stock-based compensation, goodwill impairments and other non-cash charges;

•

impact of new accounting pronouncements;

•

unforeseen contingencies, such as adverse litigation judgments, settlements or other litigation-related costs;

•

fluctuations in currency exchange rates and changes in the proportion of our revenue and expenses denominated in foreign currencies;

•

changes in laws and regulations that affect our business; and

•

changes in business or macroeconomic conditions, including the impact of the COVID-19 pandemic.

Changes in subjective assumptions, estimates and judgments by our management related to complex accounting matters or changes in the IFRS could significantly affect our financial condition and results of operations.

IFRS and related pronouncements, implementation guidelines, and interpretations apply to a wide range of matters that will be relevant to our business, including revenue recognition, financial instruments, stock-based compensation, deferred commissions and business combinations. These matters are complex and will involve subjective assumptions, estimates, and judgments by our management. Changes in IFRS, relevant accounting pronouncements or interpretation or changes in underlying assumptions, estimates, or judgments by our management, the International Accounting Standards Board, the SEC and others could significantly change our reported or expected financial performance, which could impact the market price of our securities.

Examinations by relevant tax authorities may result in material changes in reserves for tax positions taken in previously filed tax returns or may impact the valuation of certain deferred income tax assets.

Based on the outcome of examinations by relevant tax authorities, or as a result of the expiration of statutes of limitations for specific jurisdictions, it is possible that the reserves for tax positions taken in

TABLE OF CONTENTS

previously filed tax returns will materially change from those recorded in our financial statements. In addition, the outcome of examinations may impact the valuation of certain deferred income tax assets (such as NOL carryforwards) in future periods. It is not possible to estimate the impact of such changes, if any, to the reserves for uncertain tax positions.

Our costs are growing rapidly and may increase faster than our revenue, which could seriously harm our business or increase our losses.

As our business continues to grow, we expect our expenses to grow in the future. Historically, our costs have increased each year due to several factors, including growth of our brand portfolio and consumer base, an increase in the level of consumer engagement, development and implementation of new product features, enhancement of our technology infrastructure and hiring of additional personnel at a rapid pace to support potential future growth. We expect to continue to incur increasing costs due to these factors to expand our operation and remain competitive. In addition, we expect to continue to invest in our global infrastructure to expand our product offering to a more global consumer base, including in countries where we do not expect significant short-term monetization, if any. Our expenses may be greater than we anticipate, and our investments may outpace monetization efforts. Such increase in our costs without a corresponding growth in our revenue would increase our losses and could seriously harm our business.

Risks Related to Laws and Regulations

Our business is subject to complex and evolving domestic and international laws and regulations regarding privacy and data protection. These laws and regulations are subject to change and uncertain interpretation, which could result in claims, changes to our data and other business practices, regulatory investigations, monetary penalties, increased cost of operations, or declines in consumer growth or engagement, or otherwise harm our business.

Regulatory authorities and governments around the world have implemented and are considering further legislative and regulatory proposals regarding privacy and data protection. New laws and regulations governing new areas of data protection or imposing more stringent requirements may be introduced in various jurisdictions, including the United States, the European Union, the United Kingdom and the PRC, in which we conduct business or where we may expand. In addition, the interpretation and application of consumer and data protection laws in such jurisdictions are often uncertain, complicated and subject to change, including differentiated requirements for different groups of people or different types of data. It is possible that existing or newly introduced laws and regulations, or their interpretation, application or enforcement, could significantly affect the value of the data collected and generated by us during operation, force us to change our data and other business practices and cause us to incur significant compliance costs.

In the United States, various federal and state regulators, including governmental agencies like the Federal Trade Commission, or the FTC, have adopted, or are considering adopting, laws and regulations concerning privacy and data protection. Certain state laws may be more stringent or broader in scope, or offer greater individual rights, with respect to personal information than federal, international or other state laws, and such laws may differ from each other, all of which may complicate compliance efforts.

The GDPR, which became effective in May 2018, greatly increased the European Commission’s jurisdictional reach of its laws and adds a broad array of requirements for handling personal data (including online identifiers and location data). EU member states are tasked under the GDPR to enact, and have enacted, certain implementing legislation that adds to and/or further interprets the GDPR requirements and potentially extends our obligations and potential liability for failing to meet such obligations. The GDPR, together with national legislation, regulations and guidelines of the EU member states and the United Kingdom governing the processing of personal data, impose strict obligations and restrictions on the ability to collect, use, retain, protect, disclose, transfer and otherwise process personal data. In particular, the GDPR includes obligations and restrictions concerning the consent and rights of individuals to whom the personal data relates, the transfer of personal data out of the European Economic Area or the United Kingdom, security breach notifications and the security and confidentiality of personal data. The GDPR authorizes fines for certain violations of up to 4% of global annual revenue or €20 million, whichever is

TABLE OF CONTENTS

greater. In addition, some countries are considering or have passed legislation implementing data protection requirements or requiring local storage and processing of data or similar requirements that could increase the cost and complexity of delivering our services.

The PRC regulatory and enforcement regime with regard to privacy and data security is evolving. Over the last decade, China has been putting great emphasis on cybersecurity administration, which is considered an essential part of national security. In 2016, the Cyberspace Administration of China issued the State Cyberspace Security Strategy, stressing again the importance of cybersecurity as well as national security. The National Security Law of the People’s Republic of China has been cited as the legal accordance for certain cybersecurity and data protection regulations. In addition, the newly amended Civil Code of the People’s Republic of China, effective as of January 1, 2021, specifically set a separate chapter for privacy and personal information protection, setting the fundamental principles for personal information protection. Systematically, the Cybersecurity Law of the People’s Republic of China, or the CSL, was enacted on June 1, 2017, and forms the backbone of cybersecurity and data privacy protection legislation in the PRC. On June 10, 2021, the Data Security Law of the People’s Republic of China, or the DSL, was adopted at the 29th Session of the Standing Committee of the 13th National People’s Congress and became effective as of September 1, 2021. The DSL is the fundamental law in the data security area that widely covers data security mechanisms, obligations, and liabilities at both state administration and data handler levels. On August 20, 2021, the Personal Information Protection Law of the People’s Republic of China, or the PIPL, was adopted at the 30th Session of the Standing Committee of the 13th National People’s Congress and became effective as of November 1, 2021, which represents new era of personal information protection as well as corporate compliance in the PRC. The DSL, the PIPL and the CSL constitute the three fundamental pillars of Chinese data protection legislation, and together with various systematic supplemental regulations, measures, and standards, form the cybersecurity and data protection legislative framework in China. Governmental authorities are putting great focus on data protection enforcement. Violations of data protection laws may lead to administrative penalties, including warnings, orders for rectification, suspension or termination of related businesses issued by competent authorities, revocation of business permits or licenses, or monetary fines (of up to 50 million RMB or 5% of annual turnover); civil liabilities including compensation for infringement upon legitimate rights and interests of individuals and public interests litigation by the People’s Procuratorate depending on the severity and impact of the case; and even criminal liabilities in more severe cases.

The collection, process, and use of personal data in Taiwan is primarily subject to the Personal Data Protection Act (the “PDPA”) and the Enforcement Rules as well as other applicable rulings or regulations issued by the relevant competent authorities, in particular the sectoral rules on the security maintenance plans stipulated by the regulator of different industries. The PDPA applies in principles all of data collection and processing activities taking place in Taiwan without regard to whether the data subjects are Taiwanese nationals or not. Pursuant to the PDPA, violating PDPA with an intent to make unlawful profit for oneself or a third party or with an intent to damage the interest of another may lead to criminal penalties. In addition, an administrative fine may be imposed for failure to comply with the requirements under the PDPA, such as the collecting or processing of personal data without a statutory ground, using personal data outside of the scope of the specified purpose under which the personal data was collected, or failure to comply with restrictions on the cross border transfer of personal data. For any failure to comply with the notification requirements, marketing restrictions, information security requirements, or obligations to respond to data subjects’ requests, the authority may order that correction be made by a certain deadline and impose an administrative fine if correction is not made within such deadline.

As we further grow our business and expand into other markets, we will be subject to additional laws and regulations in other jurisdictions where we operate and where our brand partners and users are located. The laws, rules and regulations of other jurisdictions may be more comprehensive, detailed and nuanced in their scope, and may impose requirements and penalties that conflict with, or are more stringent than, those we encounter in our current markets. In addition, such laws, rules and regulations may restrict the transfer of data across jurisdictions, which could impose additional and substantial operational, administrative and compliance burdens on us, and may also restrict our business activities and expansion plans, as well as impede our data-driven business strategies. Complying with laws and regulations for an increasing number of jurisdictions could require significant resources and costs. Any failure, or perceived failure, by us to comply with the above and other regulatory requirements or privacy and data protection-related laws, rules and

TABLE OF CONTENTS

regulations could result in reputational damages or proceedings or actions against us by governmental entities, consumers or other parties. Such proceedings or actions could subject us to significant penalties and negative publicity, require us to change our data and other business practices, increase our costs and severely disrupt our business or hinder our global expansion.

Any amendments to existing tax regulations or the implementation of any new tax laws in Taiwan, the United States or other jurisdictions in which we operate our business may have an adverse effect on our business and profitability.

While we are subject to tax laws and regulations in various jurisdictions in which we operate or conduct business, our principal operations are in Taiwan, and we are exposed primarily to taxes levied by the Taiwan government. Any unfavorable changes of tax laws and regulations in this jurisdiction could increase our effective tax rate and have an adverse effect on our operating results.

Foreign government initiatives to restrict or ban access to our products in their countries could seriously harm our business.

Foreign governments may censor or restrict access to our YouCam apps in their countries, require data localization, or impose other laws or regulations that would be difficult or even impossible for us to comply with, or would require us to rebuild our products or the infrastructure for our products. For example, our YouCam Makeup App has been banned in India since June 2020. The Indian authorities rejected our several appeals on the basis that YouCam Makeup App caused certain national security concerns under Section 69A of the Information Technology Act, 2000 of India, but they did not provide any detailed explanation for this ban or the subsequent rejections of our appeals. Any restriction on access to YouCam apps due to foreign government actions or initiatives, or any withdrawal by us from certain countries because of such actions or initiatives, would adversely affect our MAUs, including by giving our competitors an opportunity to penetrate geographic markets that we cannot access. As a result, our consumer growth, retention, and engagement may be seriously harmed, and we may not be able to maintain or grow our revenue as anticipated and our business could be seriously harmed.

Many of our customers deploy our products and solutions globally and we could be held liable in some jurisdictions in which we operate for content posted by our consumers, which could expose us to damages or other legal liability.

Our platform allows our consumers to post content globally. Although Section 230 of the Communications Decency Act provides immunity, subject to certain conditions, to certain online platforms from claims related to third-party content, the law relating to the liability of online service providers for others’ activities on their services may change and our current protections from liability for third-party content in the United States could decrease or change as a result. Claims may be brought against us for defamation, negligence, breach of contract, copyright and trademark infringement, unfair competition, unlawful activity, torts, fraud, or other legal theories based on the nature and content of information available on or via our platform.

We may be subject to claims by virtue of our involvement in hosting, transmitting or providing access to content created by third parties. Defense of any such actions could be costly and involve significant time and attention of our management and other resources, may result in monetary liabilities or penalties, or may require us to change our business in an adverse manner. If the content displayed on our platform is found to be illegal under applicable local law, we may be exposed to fines, civil penalties or consent decrees for such violations of law, which could adversely affect our revenue, reputation and results of operations.

We may be subject to governmental export and import controls that could impair our ability to compete in international markets and subject us to liability if we violate the controls.

Since 2018, there have been political and trade tensions among a number of the world’s major economies. These tensions have resulted in the implementation of tariff and non-tariff trade barriers and sanctions, including the use of export control restrictions and sanctions against certain countries and individual companies. Any increase in the use of export control restrictions and sanctions to target certain countries and entities or any expansion of the extraterritorial jurisdiction of export control laws in relation to AI

TABLE OF CONTENTS

products could impact our ability to compete globally. In addition, measures adopted by an affected country to counteract impacts of another country’s actions or regulations could lead to significant legal liability to multinational corporations, including our own. For example, in January 2021, China adopted a blocking statute that, among other matters, entitles Chinese entities incurring damages from a multinational’s compliance with foreign laws to seek civil remedies. In February 2022, due to the military conflicts between Russia and Ukraine, several major economies, including the United States, UK and the European Union imposed economic sanctions against Russia and certain Russian persons and entities. Our current results of operations have not been materially affected by the expanded export control regulations or the novel rules or measures adopted to counteract them. Nevertheless, depending on future developments of global trade tensions, such regulations, rules, or measures may have an adverse impact on our business and operations, and we may incur significant legal liability and financial losses as a result.

Risks Related to Doing Business in Taiwan

Any lack of requisite approvals, licenses, permits or filings or failure to comply with any requirements of Taiwan laws, regulations and policies may materially and adversely affect our daily operations.

In accordance with the relevant Taiwan laws and regulations, our Taiwan subsidiary is required to maintain various approvals, licenses, permits and filings to operate its business. Whether such approvals, licenses, permits and filings are obtained is subject to satisfactory compliance with, among other things, the applicable laws and regulations. If our Taiwan subsidiary is unable to obtain any of such licenses and permits or extend or renew any of its current licenses or permits upon their expirations, or if it is required to incur significant additional costs to obtain or renew these licenses, permits and approvals, our daily operations could be materially and adversely affected.

Cross-Straits relationship imposes macroeconomic risks which could negatively affect our business.

We maintain our principal executive offices and a substantial amount of our assets in Taiwan, and a substantial portion of our revenues is derived from operations in Taiwan. Our business, financial condition and results of operations may be affected by potential economical and/or military issues in Taiwan.

Taiwan has a unique international political status due to historical reasons. Although significant economic and cultural relations have been established during recent years between Taiwan and the PRC, the PRC government has refused to renounce the possibility that it may at some point use force to gain control over Taiwan. For example, the PRC government adopted an anti-secession law relating to Taiwan. Sanctions against Taiwan entities or persons, and military blockage or actions from the PRC, may significantly harm Taiwan’s economy. Cross-Straits relations between Taiwan and the PRC have been strained in recent years for a variety of reasons, including tensions concerning arms sales to Taiwan by the United States government. The financial markets have viewed certain past developments in relations between Taiwan and the PRC as occasions to depress general market prices of the securities of Taiwan companies. Any tension between Taiwan and the PRC, or between the United States and the PRC, could materially and adversely affect our business, financial condition and results of operations.

Our Taiwan subsidiary is subject to restrictions on paying dividends or making other payments to us, which may restrict our ability to satisfy the liquidity requirements.

As an exempted company with limited liability incorporated under the laws of the Cayman Islands structured as a holding company, Perfect may need dividends and other distributions on equity from our Taiwan subsidiary to satisfy its liquidity requirements. Current Taiwan regulations permit our Taiwan subsidiary to pay dividends to its respective shareholders only out of its accumulated profits, if any, which shall first make up previous losses and set aside at least 10% of its accumulated profits each year. These reserves are not distributable as cash dividends. Furthermore, if our Taiwan subsidiary incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other payments to us. Any limitation on the ability of our Taiwan subsidiary to distribute dividends or to make payments to us may restrict our ability to satisfy our liquidity requirements. In addition, the dividend payments by our Taiwan subsidiary to us shall be subject to a withholding tax of 21%.

TABLE OF CONTENTS

Our Taiwan subsidiary is subject to foreign exchange control imposed by Taiwan authorities, which may affect the paying dividends, repatriating the interest or making other payments to us.

Currently Taiwan regulates only those foreign exchange transactions that involve the conversion of the New Taiwan Dollar into foreign currencies. Pursuant to the relevant provisions of the Taiwan Foreign Exchange Control Act, foreign exchange transactions of a value of NTD 500,000 or more shall be declared to the Central Bank of Taiwan. Further, for a remittance by a company as follows, relevant testimonials shall be submitted and such remittance shall be subject to the approval of the Central Bank of Taiwan: (i) a single remittance of an amount over USD 1 million; or (ii) annual accumulated settlement amount of foreign exchange purchased or sold has exceeded USD 50 million. Nevertheless, the Taiwan government may impose further foreign exchange restrictions in certain emergency situations, where the Taiwan government experiences extreme difficulty in stabilizing the balance of payments or where there are substantial disturbances in the financial and capital markets in Taiwan. If the dividend payments or other payments by our Taiwan subsidiaries and branches to us involves the currency conversion from New Taiwan Dollar to United States Dollar, such conversion would be subject to the foregoing foreign exchange control imposed by a Taiwan authority.

We may be required to obtain approvals from Taiwan authority for investment in our Taiwan subsidiary if the shareholding of Perfect at the time of or after the Proposed Transactions reaches the threshold for such approval.

Under current Taiwan laws, regulations and policy, Perfect, the sole shareholder of our Taiwan subsidiary, will be required to obtain an approval from the Investment Commission, Ministry of Economic Affairs of Taiwan for its investment in its Taiwanese subsidiary if, at the time of or after the Listing, more than 30% of its capital is directly or indirectly owned by, or beneficially owned by any PRC person or it is under control by any PRC person. Failure to obtain such approval, if needed, may subject us to a Taiwan authority’s monetary penalty of from NTD120,000 to NTD25,000,000 and be ordered to rectify within a specific timeline; if Perfect still fails to apply for such approval, the Taiwan authority may order Perfect to withdraw its investment and suspend its operation in Taiwan.

Risks Related to Doing Business in the PRC

Uncertainties in the interpretation and enforcement of PRC laws and regulations could limit the legal protections available to you and us.

The PRC legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions may be cited for reference, but have limited precedential value. The uncertainty mainly lies in two prongs. On one hand, interpretation of the laws such as the PIPL can be debatable, supplemental regulations are partially lacking, and the laws are issued and amended by authorities in a relatively fast fashion. On the other hand, there exist multiple authorities governing cybersecurity and data protection law enforcement simultaneously, and their focus and frequency of enforcement activities may differ, which adds up to the uncertainty. Generally speaking, both legislation and enforcement activities fairly reflect a tightening regulatory trend.

Our mobile apps are available for downloading and use in China. Such operations are governed by PRC laws, rules and regulations. From time to time, we may have to resort to administrative and court proceedings to enforce our legal rights. For example, the Cybersecurity Review Measures which have come into effect on February 15, 2022 may exert impact on our de-SPAC process. The cybersecurity review may be initiated by competent authorities where risks to national security are found, such as risks of Core Data, Important Data (both of which are defined in the Cybersecurity Review measures) and the large scale of personal information being stolen, leaked, damaged, illegally utilized, transferred outside the territory of PRC. The cybersecurity review could last from thirty (30) business days to over six (6) months, which could delay the timetable of the Proposed Transactions if such review is initiated and if we fail the cybersecurity review, our data processing activities in China may be ordered for termination. However, since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual terms, it may be more difficult to predict the outcome of administrative and court proceedings and the level of legal protection we enjoy than in more developed legal systems. Furthermore, the PRC legal system is based in part on government policies and internal rules (some of which are not published in

TABLE OF CONTENTS

a timely manner or at all) that may have adverse impact on our business operations. We may not be aware of any violation of these policies and rules until after such violation has occurred, which may result in substantial costs and diversion of resources and management attention. Such unpredictability, including uncertainty as to the scope and effect of our contractual, property (including intellectual property) and procedural rights, could materially and adversely affect our business and impede our ability to continue our operations.

Changes and developments in the political and economic policies of the PRC government may materially and adversely affect our business, financial conditions and operating results.

We have operating subsidiaries located in various jurisdictions, including one operating subsidiary located in the PRC. Accordingly, our financial condition and results of operations are affected by economic, political and legal developments in the PRC.

The PRC economy differs from the economies of most developed countries in many respects, including the level of development, growth rate, extent of government involvement, control of foreign exchange and allocation of resources. For example, the PRC government regulates industry development by imposing industrial policies. The PRC government also plays a significant role in China’s economic growth by allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policy, regulating financial services and institutions and providing preferential treatment to particular industries or companies. Our financial condition and results of operations could be materially and adversely affected by government control over foreign investments or foreign exchange that are applicable to us. In addition, the PRC government has implemented in the past certain measures, including interest rate increases, to manage the pace of economic growth and prevent the economy from overheating. Any prolonged slowdown in the Chinese economy could lead to a reduction in demand for our services and consequently have a material adverse effect on our businesses, financial condition and results of operations.

If we fail to obtain and maintain the requisite licenses and approvals required under the complex regulatory environment applicable to our businesses in the PRC, or if we are required to take actions that are time-consuming or costly, our business, financial condition and results of operations may be materially and adversely affected.

The internet industry is highly regulated in the PRC. Our business operations in the PRC are required to obtain and maintain applicable licenses and approvals from different regulatory authorities in order to provide our current services. Under the current PRC regulatory scheme, a number of regulatory agencies, including but not limited to the Ministry of Culture, which were consolidated with the National Tourism Administration and have been reformed and become the Ministry of Culture and Tourism, Ministry of Industry and Information Technology, the State Council Information Office, the Cyberspace Administration of China, the Central Cyberspace Affairs Commission, the National Development and Reform Commission, the Ministry of Public Security, the Ministry of State Security, the Ministry of Commerce, the State Administration for Market Regulation, and the National Radio and Television Administration, and local government, jointly regulate all major aspects of the internet industry and AI and AR industries. Operators must obtain various government approvals and licenses for relevant businesses.

Considerable uncertainties exist regarding the interpretation and implementation of existing and future laws and regulations governing our current business activities, including in the PRC, and new industries or businesses we may expand into. We cannot assure you that we will not be found in violation of any future laws and regulations or any of the laws and regulations currently in effect due to future changes in the relevant authorities’ implementation or interpretation of these laws and regulations. If we fail to complete, obtain or maintain any of the required licenses or approvals or make the necessary filings, or otherwise fail to comply with the laws and regulations, we may be subject to various penalties, such as the imposition of fines and the discontinuation or restriction of our operations, as well as proceedings and actions. Any such penalties, proceedings or actions may disrupt our business operations and materially and adversely affect our reputation, business, financial condition and results of operations.

TABLE OF CONTENTS

Risks Related to the Perfect Class A Ordinary Shares and the Perfect Warrants

The price of Perfect Class A Ordinary Shares may be volatile, and the value of Perfect Class A Ordinary Shares may decline.

We cannot predict the prices at which Perfect Class A Ordinary Shares will trade. The price of Perfect Class A Ordinary Shares may not bear any relationship to the market price at which Perfect Class A Ordinary Shares will trade after the Proposed Transactions or to any other established criteria of the value of our business and prospects, and the market price of Perfect Class A Ordinary Shares following the Proposed Transactions may fluctuate substantially and may be lower than the price agreed by Provident with Perfect and its shareholders in connection with the Proposed Transactions. In addition, the trading price of Perfect Class A Ordinary Shares following the Proposed Transactions is likely to be volatile and could be subject to fluctuations in response to various factors, some of which are beyond our control. These fluctuations could cause you to lose all or part of your investment in Perfect Class A Ordinary Shares as you might be unable to sell your shares at or above the price you paid in the Proposed Transactions. Factors that could cause fluctuations in the trading price of Perfect Class A Ordinary Shares include the following:

•

actual or anticipated fluctuations in our financial condition or results of operations;

•

variance in our financial performance from expectations of securities analysts;

•

changes in the pricing of our solutions;

•

changes in our projected operating and financial results;

•

changes in laws or regulations applicable to our platform;

•

announcements by us or our competitors of significant business developments, acquisitions or new offerings;

•

significant data breaches, disruptions to or other incidents involving our platform;

•

our involvement in litigation;

•

conditions or developments affecting the SaaS industry;

•

future sales of Perfect Class A Ordinary Shares by us or our shareholders, as well as the anticipation of lock-up releases;

•

changes in senior management or key personnel;

•

the trading volume of our securities;

•

changes in the anticipated future size and growth rate of our markets;

•

publication of research reports or news stories about us, our competitors or our industry, or positive or negative recommendations or withdrawal of research coverage by securities analysts;

•

general economic and market conditions; and

•

other events or factors, including those resulting from war, incidents of terrorism, global pandemics or responses to these events.

Broad market and industry fluctuations, as well as general economic, political, regulatory and market conditions, may also negatively impact the market price of our ordinary shares. In addition, technology stocks have historically experienced high levels of volatility. In the past, companies who have experienced volatility in the market price of their securities have been subject to securities class action litigation. We may be the target of this type of litigation in the future, which could result in substantial expenses and divert our management’s attention.

If we do not meet the expectations of equity research analysts, if they do not publish research or reports about our business or if they issue unfavorable commentary or downgrade Perfect Class A Ordinary Shares, the price of Perfect Class A Ordinary Shares could decline.

The trading market for Perfect Class A Ordinary Shares will rely in part on the research and reports that equity research analysts publish about us and our business. The analysts’ estimates are based upon their

TABLE OF CONTENTS

own opinions and are often different from our estimates or expectations. If our results of operations are below the estimates or expectations of public market analysts and investors, the price of Perfect Class A Ordinary Shares could decline. Moreover, the price of Perfect Class A Ordinary Shares could decline if one or more securities analysts downgrade Perfect Class A Ordinary Shares or if those analysts issue other unfavorable commentary or cease publishing reports about us or our business.

Our issuance of additional share capital in connection with financings, acquisitions, investments, our equity incentive plans or otherwise will dilute all other shareholders.

We expect to issue additional share capital in the future that will result in dilution to all other shareholders. We adopted the Perfect Incentive Plan, which will have reserved for issuance 5,311,310 Perfect Class A Ordinary Shares upon completion of the Business Combination, for the purpose of granting share-based compensation awards to our directors, officers, employees and advisors to incentivize their performance and align their interests with ours. A maximum of 20,850,000 Perfect Class A Ordinary Shares would be issuable upon the exercise of 20,850,000 Perfect Warrants to be outstanding upon completion of the Business Combination. We have also agreed to issue a maximum of 10,000,000 Shareholder Earnout Shares and 1,175,624 Sponsor Earnout Promote Shares if relevant price targets are triggered. Please see the section entitled “Proposal No. 1—The Business Combination Proposal” for details. In addition, we may raise capital through equity financings in the future. As part of our business strategy, we may make or receive investments in companies, solutions or technologies and issue equity securities to pay for any such acquisition or investment. Any such issuances of additional share capital may cause shareholders to experience significant dilution of their ownership interests and the per share value of Perfect Class A Ordinary Shares to decline.

The dual-class structure of our Ordinary Shares has the effect of concentrating voting control with our CEO; this will limit or preclude your ability to influence corporate matters and could discourage others from pursuing change of control transactions subsequent to Closing that Perfect’s shareholders may view as beneficial.

Assuming that none of Provident’s existing Public Shareholders exercise their redemption rights, Alice H. Chang, our founder and CEO, is able to exercise voting rights with respect to 57.7% of the voting power of our outstanding shares through her direct and indirect holding of 16,788,718 Perfect Class B Ordinary Shares immediately after the Business Combination. Therefore, she is able to control the outcome of matters submitted to our shareholders for approval. This concentrated control will limit or preclude your ability to influence corporate matters for the foreseeable future and could discourage others from pursuing change of control transactions subsequent to Closing that Perfect’s shareholders may view as beneficial.

Our dual-class structure may render Perfect Class A Ordinary Shares ineligible for inclusion in certain stock market indices, and thus adversely affect the trading price and liquidity of Perfect Class A Ordinary Shares.

We cannot predict whether our dual-class structure will result in a lower or more volatile market price of Perfect Class A Ordinary Shares, adverse publicity or other adverse consequences. Certain index providers have announced and implemented restrictions on including companies with multiple-class share structures in certain of their indices. For example, in July 2017, FTSE Russell announced that it would require new constituents of its indices to have greater than 5% of the company’s voting rights in the hands of public shareholders, and S&P Dow Jones announced in the same month that it would no longer admit companies with multiple-class share structures to certain of its indices. Affected indices include the Russell 2000 and the S&P 500, S&P MidCap 400 and S&P SmallCap 600, which together make up the S&P Composite 1500. Under the announced policies, our dual-class structure might make Perfect Class A Ordinary Shares ineligible for inclusion in any of these indices, and as a result, mutual funds, exchange-traded funds and other investment vehicles that attempt to passively track these indices will not be investing in Perfect Class A Ordinary Shares. Therefore, the market price and liquidity of Perfect Class A Ordinary Shares could be materially adversely affected.

We are a “controlled company” within the meaning of the rules of the Nasdaq and, as a result, can rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies.

We expect to be a “controlled company” as defined under the rules of the Nasdaq since Alice H. Chang, our founder and CEO, will beneficially own more than 50% of our total voting power upon

TABLE OF CONTENTS

consummation of the Business Combination. For so long as we remain a controlled company under this definition, we are permitted to elect to rely, and currently we intend to rely, on certain exemptions from corporate governance rules, including the exemption from the rule that a majority of our board of directors must be independent directors. As a result, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.

We do not intend to pay dividends for the foreseeable future and, as a result, your ability to achieve a return on your investment will depend on appreciation in the price of our ordinary shares.

We do not intend to pay any cash dividends in the foreseeable future, and any determination to pay dividends in the future will be at the discretion of our Board. Accordingly, you may need to rely on sales of Perfect Class A Ordinary Shares after price appreciation, which may never occur, as the only way to realize any future gains on your investment.

We are an “emerging growth company,” and we cannot be certain if the reduced reporting and disclosure requirements applicable to emerging growth companies will make Perfect Class A Ordinary Shares less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act (“Section 404”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

We will remain an emerging growth company until the earliest of: (1) the last day of the fiscal year (a) following the fifth anniversary of the date on which Perfect Class A Ordinary Shares were offered in connection with the Proposed Transactions, (b) in which it has total annual gross revenues of at least $1.07 billion, or (c) in which it is deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of its ordinary shares that are held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter; or (2) the date on which it has issued more than $1 billion in non-convertible debt during the prior three-year period.

We cannot predict if investors will find our ordinary shares less attractive if we choose to rely on these exemptions. If some investors find our ordinary shares less attractive as a result, there may be a less active trading market for our ordinary shares, and our share price may be more volatile.

We will be a foreign private issuer and, as a result, we will not be subject to U.S. proxy rules and will be subject to Exchange Act reporting obligations that, to some extent, are more lenient and less frequent than those of a U.S. domestic public company.

Upon the Closing, we will report under the Exchange Act as a non-U.S. company with foreign private issuer status. Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including:

•

the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act;

•

the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K upon the occurrence of specified significant event.

In addition, foreign private issuers are not required to file their annual report on Form 20-F until the end of the fourth month after the end of each fiscal year, while U.S. domestic issuers that are accelerated

TABLE OF CONTENTS

filers are required to file their annual report on Form 10-K within 75 days after the end of each fiscal year and U.S. domestic issuers that are large accelerated filers are required to file their annual report on Form 10-K within 60 days after the end of each fiscal year. As a result of all of the above, you may not have the same protections afforded to shareholders of a company that is not a foreign private issuer.

We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.

As discussed above, we are a foreign private issuer, and therefore, we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter, and, accordingly, the next determination will be made with respect to us on June 30, 2022. In the future, we would lose our foreign private issuer status if (1) more than 50% of our outstanding voting securities are owned by U.S. residents and (2) a majority of our directors or executive officers are U.S. citizens or residents, or we fail to meet additional requirements necessary to avoid loss of foreign private issuer status. If we lose our foreign private issuer status, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. We will also have to mandatorily comply with U.S. federal proxy requirements, and our officers, directors and principal shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we will lose our ability to rely upon exemptions from certain corporate governance requirements under the listing rules of the Nasdaq. As a U.S.-listed public company that is not a foreign private issuer, we will incur significant additional legal, accounting and other expenses that we will not incur as a foreign private issuer.

As we are a “foreign private issuer” and intend to follow certain home country corporate governance practices, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all Nasdaq corporate governance requirements.

As a foreign private issuer, we have the option to follow certain home country practices, those of the Cayman Islands, for certain governance matters which may differ significantly from corporate governance listing standards for U.S. domestic issuers. Among other things, we are not required to have: (i) a majority of the board of directors consisting of independent directors; (ii) a compensation committee consisting of independent directors; (iii) a nominating committee consisting of independent directors; or (iv) regularly scheduled executive sessions with only independent directors each year. We intend to rely on the exemptions listed above. We may in the future elect to follow home country practices with regard to other matters. As a result, you may not be provided with the benefits of certain corporate governance requirements of Nasdaq applicable to U.S. domestic public companies. See section entitled “Management of Perfect Following the Business Combination”.

We will incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time to compliance with our public company responsibilities and corporate governance practices.

As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company, which we expect to further increase after we are no longer an “emerging growth company”. The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of the Nasdaq, and other applicable securities rules and regulations impose various requirements on public companies. Our management and other personnel are not experienced in managing a public company and will be required to devote a substantial amount of time to compliance with these requirements. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. We cannot predict or estimate the amount of additional costs we will incur as a public company or the specific timing of such costs.

We have identified material weaknesses in our internal control over financial reporting. If our remediation of these material weaknesses is not effective, or if we experience additional material weaknesses or otherwise fail to maintain an effective system of internal controls in the future, we may not be able to report our financial results accurately, prevent fraud or file our periodic reports as a public company in a timely manner.

Prior to the Proposed Transactions, we have been a private company with limited accounting and financial reporting personnel and other supervisory resources, including a lack of an established audit committee to oversee the financial reporting process and our internal control over financial reporting.

TABLE OF CONTENTS

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with the applicable accounting standards, which for us, is IFRS. Upon the consummation of the Business Combination, we will be required, pursuant to Section 404, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting as of the end of the fiscal year that coincides with the filing of our second annual report on Form 20-F. This assessment will need to include disclosures of any material weaknesses identified by our management in our internal control over financial reporting. The SEC defines a “material weakness” as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. In addition, our independent registered public accounting firm will be required to attest to the effectiveness of our internal control over financial reporting in our first annual report required to be filed with the SEC following the date we are no longer an “emerging growth company”.

Our management has identified material weaknesses related to (1) lack of internal auditors with experience pertaining to U.S. regulations specifically on Section 404 compliance, and (2) lack of well design and implementation controls over handling complex accounting treatments. We are in the process of implementing a number of measures to address the material weakness identified: (i) recruiting an internal auditor with experience in Sarbanes-Oxley compliance; and (ii) a comprehensive policy over accounting and financial reporting procedures and controls to improve the completeness and accuracy of our financial accounting, reporting and disclosures.

Management’s initial certification under Section 404 is expected to be required with our annual report on Form 20-F for the year ending December 31, 2023. In support of such certifications, we will be required to document and make significant changes and enhancements, including hiring personnel in necessary functions with relevant experience.

We cannot assure you that the measures we have taken to date, and actions we may take in the future, will be sufficient to remediate the control deficiencies that led to these material weaknesses in our internal control over financial reporting or that they will prevent or avoid potential future material weaknesses. We cannot assure you that all of our existing material weaknesses have been identified, or that we will not in the future identify additional material weaknesses. If we fail to maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404.

Our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 until the later of the year following our first annual report required to be filed with the SEC or the date we are no longer an “emerging growth company” as defined in the JOBS Act. Our remediation efforts may not enable us to avoid material weaknesses in our internal control over financial reporting in the future. In addition, after we become a public company, our reporting obligations may place a significant strain on our management, operational and financial resources and systems for the foreseeable future. We may be unable to timely complete our evaluation testing and any required remediation. As a result, we anticipate investing significant resources to enhance and maintain our financial controls, reporting system and procedures over the coming years.

At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not able to obtain sufficient appropriate evidence with the level at which our controls are documented, designed or operating.

If we fail to achieve and maintain an effective internal control environment, we may not be able to prepare and disclose, in a timely manner, our financial statements and other required disclosures, or comply with existing or new reporting requirements. Any failure to report our financial results on an accurate and timely basis could result in material misstatements in our financial statements and could also impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. As a result, our businesses, financial condition, results of operations and prospects, as well as the trading price of our issued equity instruments, including our securities, may be materially and adversely

TABLE OF CONTENTS

affected. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange, regulatory investigations and civil or criminal sanctions. We may also be required to restate our financial statements from prior periods.

Perfect is a holding company with no operations of its own and, as such, it depends on its subsidiaries for cash to fund its operations and expenses, including future dividend payments, if any.

As a holding company, our principal source of cash flow will be distributions or payments from our operating subsidiaries. Therefore, our ability to fund and conduct our business, service our debt and pay dividends, if any, in the future will depend on the ability of our subsidiaries to make upstream cash distributions or payments to us, which may be impacted, for example, by their ability to generate sufficient cash flow or limitations on the ability to repatriate funds whether as a result of currency liquidity restrictions, monetary or exchange controls or otherwise. Our operating subsidiaries are separate legal entities, and although they are directly or indirectly wholly owned and controlled by us, they have no obligation to make any funds available to us, whether in the form of loans, dividends or otherwise. To the extent the ability of any of our subsidiaries to distribute dividends or other payments to us is limited in any way, our ability to fund and conduct our business, service our debt and pay dividends, if any, could be harmed.

Perfect may be or become, or otherwise be treated as, a PFIC, which could result in adverse U.S. federal income tax consequences to U.S. Holders of Provident Securities receiving Perfect Securities pursuant to the Mergers.

In general, a non-U.S. corporation is a PFIC for U.S. federal income tax purposes for any taxable year in which (i) 50% or more of the average value of its assets (generally determined on the basis of a weighted quarterly average) consists of assets that produce, or are held for the production of, passive income, or (ii) 75% or more of its gross income consists of passive income. Passive income generally includes dividends, interest, royalties, rents, investment gains, net gains from the sales of property that does not give rise to any income and net gains from the sale of commodities (subject to certain exceptions, such as an exception for certain income derived in the active conduct of a trade or business). Cash and cash equivalents are passive assets. The value of goodwill will generally be treated as an active or passive asset based on the nature of the income produced in the activity to which the goodwill is attributable. For purposes of the PFIC rules, a non-U.S. corporation that owns, directly or indirectly, at least 25% by value of the stock of another corporation is treated as if it held its proportionate share of the assets of the other corporation, and received directly its proportionate share of the income of the other corporation.

Based on the expected composition of Perfect’s income and assets and the estimated value of Perfect’s assets, including goodwill, Perfect currently does not expect to be a PFIC for its taxable year ending December 31, 2022 or any future year. However, because Perfect’s PFIC status for any taxable year is an annual determination that can be made only after the end of that year and will depend on the composition of Perfect’s income and assets and the value of its assets from time to time (including the value of its goodwill, which may be determined in large part by reference to the market price of Perfect Class A Ordinary Shares from time to time, which could be volatile), there can be no assurances that Perfect will not be a PFIC for its current or any future taxable year.

If, as expected, Provident is a PFIC with respect to a U.S. Holder who exchanges Provident Securities for Perfect Securities in connection with the Mergers, the U.S. Holder did not make any of the PFIC Elections discussed further below under “Proposal No. 1—The Business Combination Proposal—Material U.S. Federal Income Tax Considerations—Tax Treatment of the Mergers—Application of the PFIC Rules to the Mergers,” and the U.S. Holder is not subject to tax on the receipt of the Perfect Securities under Section 1291(f) of the Code or otherwise, then, although not free from doubt, Perfect may also be treated as a PFIC as to such U.S. Holder, even if Perfect is not a PFIC in its own right.

If Perfect is, or is treated as, a PFIC for any taxable year during a U.S. Holder’s holding period for Perfect Securities, the U.S. Holder generally will be subject to adverse U.S. federal income tax consequences, including increased tax liability on disposition gains and certain “excess distributions” and additional reporting requirements. As discussed below, Perfect does not intend to prepare or provide the information

TABLE OF CONTENTS

necessary for a U.S. Holder to make a qualified electing fund election with respect to Perfect Class A Ordinary Shares in the event that it is (or is treated as) a PFIC in a future taxable year.

U.S. Holders should consult their tax advisers regarding the application of the PFIC rules to Perfect and the risks of owning equity securities in a company that may be, or may be treated as, a PFIC. See section entitled “Proposal No. 1—The Business Combination Proposal—Material U.S. Federal Income Tax Considerations—Passive Foreign Investment Company Rules”.

Our CEO has control over key decision-making as a result of her control of a majority of the voting right of our outstanding Perfect Ordinary Shares.

Assuming that none of Provident’s existing Public Shareholders exercises their redemption rights, Alice H. Chang, our founder and CEO, is able to exercise voting rights with respect to 57.7% of the voting power of our outstanding shares through her direct and indirect holding of 16,788,718 Perfect Class B Ordinary Shares immediately after the Business Combination and therefore has the ability to control the outcome of matters submitted to our shareholders for approval, including the election of directors and any merger, consolidation, or sale of all or substantially all of our assets. This concentrated control could discourage, delay or prevent a change of control, merger, consolidation, or sale of all or substantially all of our assets that our other shareholders support, or conversely this concentrated control could result in the consummation of such a transaction that our other shareholders do not support. This concentrated control could also discourage a potential investor from acquiring Perfect Class A Ordinary Shares, each of which has one vote compared to each Perfect Class B Ordinary Share with ten votes, and might harm the trading price of Perfect Class A Ordinary Shares.

In addition, as our CEO, Ms. Chang has control over the day-to-day management and major strategic investments of our company, subject to authorization and oversight by our Board. In the event of her death, the Ordinary Shares that Ms. Chang owns will be transferred to the persons or entities that she has designated. As a Board member and officer, Ms. Chang owes a fiduciary duty to our shareholders and must act in good faith in a manner she reasonably believes to be in the best interests of our shareholders. As a shareholder, even a controlling shareholder, Ms. Chang is entitled to vote her Ordinary Shares in her own interests, which may not always be in the interests of our shareholders generally.

The grant and future exercise of registration rights may adversely affect the market price of Perfect Class A Ordinary Shares upon consummation of the Proposed Transactions.

Pursuant to the New Registration Rights Agreement to be entered into in connection with the Proposed Transactions and which is described elsewhere in this proxy statement/prospectus, the Sponsor and certain Perfect shareholders can each demand that we register their registrable securities under certain circumstances and will each have piggyback registration rights for these securities in connection with certain registrations of securities that we undertake. We will bear the cost of registering these securities.

The registration of these securities will permit the public sale of such securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of Perfect Class A Ordinary Shares following the consummation of the Proposed Transactions.

After the Closing, we will be able to issue additional Perfect Class A Ordinary Shares upon the exercise of outstanding Perfect Warrants, which would increase the number of shares eligible for future resale in the public market and result in dilution to the Perfect’s shareholders.

If the Proposed Transactions are completed, the Public Warrants will convert automatically into Perfect Warrants to purchase Perfect Class A Ordinary Shares. The Perfect Warrants will become exercisable on the later of 30 days after the completion of the Proposed Transactions and one year from the closing of the IPO, and will expire at 5:00 p.m., New York City time, five years after the completion of the Proposed Transactions or earlier upon redemption or liquidation. To the extent the warrants are exercised, additional Perfect Class A Ordinary Shares will be issued, which will result in dilution to our shareholders and increase the number of Perfect Class A Ordinary Shares eligible for resale in the public market. Sales of substantial

	Page
About This Proxy Statement/Prospectus		iii
Financial Statement Presentation		iv
Important Information about IFRS and Non-IFRS Financial Measures		v
Industry and Market Data		vi
Frequently Used Terms		1
Questions and Answers about the Proposed Transactions		8
Summary of the Proxy Statement/Prospectus		33
Risk Factors		53
Cautionary Note Regarding Forward-Looking Statements		106
The Extraordinary General Meeting of Provident Shareholders		109
Proposal No. 1 – the Business Combination Proposal		116
Proposal No. 2 – the Merger Proposal		163
Proposal No. 3 – the Share Issuance Proposal		164
Proposal No. 4 – the Adjournment Proposal		165
Unaudited Pro Forma Condensed Combined Financial Information		166
Provident’s Business		184
Summary Historical Financial Information of Provident		198
Provident’s Management’s Discussion and Analysis of Financial Condition and Result of Operations		200
Perfect’s Business		206
Summary Historical Financial Information of Perfect		232
Perfect’s Management’s Discussion and Analysis of Financial Condition and Results of Operations		234
Management of Perfect Following the Business Combination		248
Executive Compensation		254
Beneficial Ownership of Securities		257
Certain Relationships and Related Party Transactions		261
Description of Perfect’s Securities		265
Comparison of Corporate Governance and Shareholder Rights		275
Perfect’s Ordinary Shares Eligible for Future Sale		281
Price Range of Securities and Dividend Information		283
Appraisal or Dissenters’ Rights		284
Shareholder Proposals		285
Other Shareholder Communications		286
Experts		287
Legal Matters		288
Delivery of Documents to Shareholders		289
Enforceability of Civil Liabilities Under U.S. Securities Laws		290
Where You Can Find More Information		291
Index to Financial Statements		F-1

	Page
Annex A – Agreement and Plan of Merger		A-1
Annex B – Form of Sixth Amended and Restated Memorandum and Articles of Association of Perfect Corp.		B-1
Annex C – Form of the First Plan of Merger		C-1
Annex D – Amended and Restated Memorandum and Articles of Association of Provident Acquisition Corp.		D-1