|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 |
| SCHEDULE 13G |
| Under the Securities Exchange Act of 1934 |
| Perfect Corp. |
| (Name of Issuer) |
| Class A Ordinary Shares, par value of $0.10 per share |
| (Title of Class of Securities) |
| G7006A 109 |
| (CUSIP Number) |
| December 31, 2022 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| þ | Rule 13d-1(d) |
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1 | NAMES OF REPORTING PERSONS
Alice H. Chang |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) ¨ |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of China |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
16,788,718 (1) |
| 6 | SHARED VOTING POWER
0 | |
| 7 | SOLE DISPOSITIVE POWER
16,788,718 (1) | |
| 8 | SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,788,718 (1) |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.2%.(2) Represents 62.3% of the total outstanding voting power. (3) |
| 12 | TYPE OF REPORTING PERSON
IN |
| (1) | Represents (i) 973,744 Class B ordinary shares directly held by Alice H. Chang (“Ms. Chang”), (ii) 4,669,346 Class B ordinary shares held by DVDonet.com. Inc. over which Ms. Chang has sole voting power and sole dispositive power, (iii) 10,622,620 Class B ordinary shares held by GOLDEN EDGE CO., LTD. over which Ms. Chang has sole voting power and sole dispositive power, and (iv) 523,008 Class B ordinary shares held by World Speed Company Limited over which Ms. Chang has sole voting power and sole dispositive power. |
| (2) | The percentage of class of securities is calculated by dividing the ordinary shares beneficially owned by the Reporting Person in terms of economic interests by the sum of the total number of ordinary shares outstanding as of December 31, 2022. |
| (3) | The percentage of voting power is calculated by dividing the voting power beneficially owned by the Reporting Person by the voting power of all of the Issuer’s holders of Class A ordinary shares and Class B ordinary shares as a single class as of December 31, 2022. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B Shares is entitled to ten votes per share on all matters submitted to them for a vote. |
| 1 | NAMES OF REPORTING PERSONS
DVDonet.com. Inc. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) ¨ |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
4,669,346 |
| 6 | SHARED VOTING POWER
0 | |
| 7 | SOLE DISPOSITIVE POWER
4,669,346 | |
| 8 | SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,669,346 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.9%. (1) The voting power of the shares beneficially owned represent 17.3% of the total outstanding voting power. (2) |
| 12 | TYPE OF REPORTING PERSON
CO |
| (1) | The percentage of class of securities is calculated by dividing the ordinary shares beneficially owned by the Reporting Person in terms of economic interests by the sum of the total number of ordinary shares outstanding as of December 31, 2022. |
| (2) | The percentage of voting power is calculated by dividing the voting power beneficially owned by the Reporting Person by the voting power of all of the Issuer’s holders of Class A ordinary shares and Class B ordinary shares as a single class as of December 31, 2022. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to ten votes per share on all matters submitted to them for a vote. |
| 1 | NAMES OF REPORTING PERSONS
GOLDEN EDGE CO., LTD. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) ¨ |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
10,622,620 |
| 6 | SHARED VOTING POWER
0 | |
| 7 | SOLE DISPOSITIVE POWER
10,622,620 | |
| 8 | SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,622,620 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.0%. (1) The voting power of the shares beneficially owned represent 39.4% of the total outstanding voting power. (2) |
| 12 | TYPE OF REPORTING PERSON
CO |
| (1) | The percentage of class of securities is calculated by dividing the ordinary shares beneficially owned by the Reporting Person in terms of economic interests by the sum of the total number of ordinary shares outstanding as of December 31, 2022. |
| (2) | The percentage of voting power is calculated by dividing the voting power beneficially owned by the Reporting Person by the voting power of all of the Issuer’s holders of Class A ordinary shares and Class B ordinary shares as a single class as of December 31, 2022. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to ten votes per share on all matters submitted to them for a vote. |
| 1 | NAMES OF REPORTING PERSONS
World Speed Company Limited |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) ¨ |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
523,008 |
| 6 | SHARED VOTING POWER
0 | |
| 7 | SOLE DISPOSITIVE POWER
523,008 | |
| 8 | SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
523,008 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.4%.(1) The voting power of the shares beneficially owned represent 1.9% of the total outstanding voting power. (2) |
| 12 | TYPE OF REPORTING PERSON
CO |
| (1) | The percentage of class of securities is calculated by dividing the ordinary shares beneficially owned by the Reporting Person in terms of economic interests by the sum of the total number of ordinary shares outstanding as of December 31, 2022. |
| (2) | The percentage of voting power is calculated by dividing the voting power beneficially owned by the Reporting Person by the voting power of all of the Issuer’s holders of Class A ordinary shares and Class B ordinary shares as a single class as of December 31, 2022. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to ten votes per share on all matters submitted to them for a vote. |
| ITEM 1(a). | NAME OF ISSUER: |
Perfect Corp.
| ITEM 1(b). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES: |
14F, No. 98 Minquan Road
Xindian District
New Taipei City 231
Taiwan
| ITEM 2(a). | NAME OF PERSON FILING: |
Alice H. Chang
DVDonet.com. Inc.
GOLDEN EDGE CO., LTD.
World Speed Company Limited
| ITEM 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE: |
Alice H. Chang
Perfect Corp.
14F, No. 98 Minquan Road
Xindian District
New Taipei City 231
Taiwan
DVDonet.com. Inc.
Palm Grove House, P.O. Box 438
Road Town, Tortola
British Virgin Islands
GOLDEN EDGE CO., LTD.
Palm Grove House, P.O. Box 438
Road Town, Tortola
British Virgin Islands
World Speed Company Limited
Palm Grove House, P.O. Box 438
Road Town, Tortola
British Virgin Islands
| ITEM 2(c). | CITIZENSHIP: |
Alice H. Chang – Republic of China
DVDonet.com. Inc. – British Virgin Islands
GOLDEN EDGE CO., LTD. – British Virgin Islands
World Speed Company Limited – British Virgin Islands
| ITEM 2(d). | TITLE OF CLASS OF SECURITIES: |
Ordinary shares, par value of $0.10 per share
The Issuer’s ordinary shares consist of Class A ordinary shares and Class B ordinary shares. Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes. Each Class B ordinary share is convertible at the option of the holder into one Class A ordinary share, whereas Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
| ITEM 2(e). | CUSIP NO.: |
G7006A 109
| ITEM 3. | If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the persons filing is a: |
Not applicable
| ITEM 4. | OWNERSHIP |
The following information with respect to the ownership of the ordinary shares of par value of $0.10 per share of the Issuer by each of the reporting persons is provided as of December 31, 2022. The table below is prepared based on 118,263,795 ordinary shares (consisting of 101,475,077 Class A ordinary shares and 16,788,718 Class B ordinary shares) of the Issuer outstanding as of December 31, 2022.
| Reporting Person | Amount beneficially owned in terms of economic interests: | Percent of class (1): | Percent aggregate voting | Sole power vote or the vote: | Shared power to | Sole power to dispose or to direct the disposition of: | Shared direct the | |||||||||||||||||||||
| Alice H. Chang | 16,788,718 | (3) | 14.2 | % | 62.3 | % | 16,788,718 | (3) | 0 | 16,788,718 | (3) | 0 | ||||||||||||||||
| DVDonet.com. Inc. | 4,669,346 | 3.9 | % | 17.3 | % | 4,669,346 | 0 | 4,669,346 | 0 | |||||||||||||||||||
| GOLDEN EDGE CO., LTD. | 10,622,620 | 9.0 | % | 39.4 | % | 10,622,620 | 0 | 10,622,620 | 0 | |||||||||||||||||||
| World Speed Company Limited | 523,008 | 0.4 | % | 1.9 | % | 523,008 | 0 | 523,008 | 0 | |||||||||||||||||||
| (1) | The percentage of class of securities is calculated by dividing the number of shares beneficially owned by the Reporting Person in terms of economic interests by the sum of the total number of ordinary shares outstanding as of December 31, 2022. |
| (2) | The percentage of voting power is calculated by dividing the voting power beneficially owned by the Reporting Person by the voting power of all of the Issuer’s holders of Class A ordinary shares and Class B ordinary shares as a single class as of December 31, 2022. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to ten votes per share on all matters submitted to them for a vote. |
| (3) | Represents (i) 973,744 Class B ordinary shares directly held by Ms. Chang, (ii) 4,669,346 Class B ordinary shares held by DVDonet.com. Inc. over which Ms. Chang has sole voting power and sole dispositive power, (iii) 10,622,620 Class B ordinary shares held by GOLDEN EDGE CO., LTD. over which Ms. Chang has sole voting power and sole dispositive power, and (iv) 523,008 Class B ordinary shares held by World Speed Company Limited over which Ms. Chang has sole voting power and sole dispositive power. |
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
Not applicable
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
Not applicable
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON |
Not applicable
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP |
Not applicable
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP |
Not applicable
| ITEM 10. | CERTIFICATIONS |
Not applicable
LIST OF EXHIBITS
| Exhibit No. | Description | |
| 99.1 | Joint Filing Agreement |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 10, 2023
| Alice H. Chang | /s/ Alice H. Chang | |
| DVDonet.com. Inc. | By: | /s/ Liang-Chu Sun |
| Name: Liang-Chu Sun | ||
| Title: Director | ||
| World Speed Company Limited | By: | /s/ Liang-Chu Sun |
| Name: Liang-Chu Sun | ||
| Title: Director | ||
| GOLDEN EDGE CO., LTD. | By: | /s/ Yi-Chen Huang |
| Name: Yi-Chen Huang | ||
| Title: Director | ||