Perfect Corp Completes $2.00-a-Share Take-Private Led by Founder Alice Chang

Perfect Corp. completed its going-private merger on 23 October 2026, according to a Form 6-K filed with the U.S. Securities and Exchange Commission. The buyer, ProjectNY, is a Cayman Islands company controlled by founder Alice H. Chang. Shareholders receive $2.00 in cash per share, without interest, and the merger took effect at 7:00 a.m. Cayman Islands time.

Trading in the company’s Class A shares on the New York Stock Exchange was set to be suspended before the market opened that day. The company has asked the exchange to file a Form 25 to remove the shares from listing, and it intends to file a Form 15 to end its registration under Section 12(g) of the Securities Exchange Act. The deal takes a virtual try-on and beauty-technology company out of public markets.

What the Completion Filing Records

The completion notice confirms that ProjectNY merged into Perfect, and that Perfect survived as the company. The merger agreement is dated 10 July 2026, the day the deal was announced. Shareholders approved the merger agreement and plan of merger at an extraordinary general meeting held on 19 October 2026. The Class A ordinary shares have ceased to be publicly traded. The July announcement had placed closing in the last quarter of 2026, and the merger closed within that window.

Each eligible ordinary share was cancelled for $2.00 in cash, without interest, subject to applicable withholding taxes. Excluded, Continuing and Dissenting Shares, as defined in the agreement, were not covered by that payment. The July announcement says Continuing Shares are not cancelled and receive no cash.

The company asked the NYSE to suspend trading and to file the Form 25 covering the delisting of its Class A ordinary shares. The Form 15 would end the company’s reporting under Section 12(g), and it is listed as an intended step, not a completed one.

Effective Time and Price
The merger took effect at 7:00 a.m. Cayman Islands time on 23 October 2026, with Perfect surviving after ProjectNY merged into it. Shareholders receive US$2.00 per share in cash, without interest, subject to withholding taxes, according to the company’s SEC filing.

A $2.00 Price Set Against a Reported $1.95 Proposal

The take-private was first disclosed in March 2026. On 18 March, the company said it had received a preliminary, non-binding going-private proposal. Retail Dive reports that the proposal came from Alice Chang and CyberLink International Technology Corp. and offered $1.95 per share in cash. The July release refers only to the $2.00 price.

Retail Dive’s own calculation puts the difference at about $0.05, or roughly 2.6 percent of the proposal. The company’s July announcement gives a premium of about 48.1 percent to the closing price of the Class A shares on 17 March, the last trading day before the proposal was disclosed. It gives a second premium of about 39.6 percent over the 30-trading-day volume-weighted average closing price before that date.

Retail Dive reports that the company formed a special committee to evaluate the proposal later that month. The committee unanimously recommended the merger, and the board approved it.

How the Vote and Special Committee Are Set Up

Chang-affiliated holders and CyberLink together hold about 53.4 percent of total issued and outstanding share capital and about 81.2 percent of total voting power, as of the merger agreement date. The release calls the Chang-affiliated holders the Chairwoman Parties.

Approval requires at least two-thirds of the votes cast by shareholders present and voting, as a single class, at the extraordinary general meeting. The board approved the deal on the unanimous recommendation of a Special Committee of independent and disinterested directors, which negotiated with its own advisers.

The committee’s advisers were Kroll, LLC as financial adviser and DLA Piper UK LLP as international legal counsel. Sullivan & Cromwell LLP is U.S. counsel to the buyer, the Chairwoman Parties and CyberLink. Maples and Calder (Hong Kong) LLP is Cayman Islands counsel to the buyer and the Chairwoman Parties.

The merger is expected to be funded from available cash of the company and its subsidiaries.

Each eligible ordinary share was cancelled for $2.00 in cash, without interest, subject to applicable withholding taxes.

What Perfect Does and What the Deal Means for Customers

The July release describes Perfect as an AI and AR company founded in 2015. Its consumer side runs YouCam apps and web-editing services. Its enterprise side supplies AR product try-ons and AI-powered skin diagnostics to brands and retailers.

Retail Dive says the company was founded more than a decade before the deal and went public about four years before it. Retail Dive refers to Chang as chief executive as well as founder.

In the first quarter of 2026, total revenue rose 12 percent year over year to nearly $18 million, according to Retail Dive. Gross profit rose 17.8 percent to $14.7 million, and net income was $2.4 million, up nearly 3 percent.

The company’s AR makeup try-on launched in 2023 with travel retailer Dufry in airports, featuring Kylie Cosmetics, Benefit and Huda Beauty products. In 2024 the company introduced AI Skin Analysis in Face Haus facial bars, where estheticians assess skin types and recommend products. The same year, it bought virtual try-on provider Wannaby from Farfetch for an undisclosed sum.

Retail Dive reports that Chang, in remarks made alongside the first-quarter results, said the company sees continued demand for generative AI and agentic AI solutions. Brands and retailers that buy try-on or beauty-technology services from Perfect will now deal with a privately held vendor.

Delisting Steps and Warrant Terms After Closing

The company intends to file a Form 15 to terminate its registration under Section 12(g) and to suspend its reporting obligations under Sections 13(a) and 15(d). Those obligations are suspended as of the Form 15 filing date. The filing dates for the NYSE’s Form 25 and the company’s Form 15 have not been announced. Filings will appear on the SEC’s EDGAR system under the company’s CIK, 1899830.

Warrants became exercisable for $2.00 in cash at the effective time, subject to valid exercise under a warrant agreement dated 7 January 2021 and amended on 28 October 2022. For valid exercises within 30 days after the 23 October disclosure, the exercise price is $1.999647 per warrant. The release describes that figure as $2.00 less a Black-Scholes Warrant Value of $0.000353.

The reduced-price period runs through 23 November 2026. After that period, the exercise price reverts to $11.50 per whole warrant, which the release notes is above the $2.00 cash entitlement. Unexercised warrants expire at 5:00 p.m. New York City time on 28 October 2027.

Payments for valid exercises are generally expected after the reduced-price period, subject to withholding taxes. Holders who use brokers, banks or custodians should contact them promptly, since their deadlines may be earlier.

Registered shareholders entitled to the merger consideration have received or will receive a letter of transmittal and instructions, and those who have not yet received it should wait for it before surrendering shares.