Perfect Corp. (NYSE: PERF), an artificial intelligence and augmented reality provider for beauty, fashion, photo, and video creative industries, announced on October 23, 2026 that it has completed its previously disclosed merger with ProjectNY. ProjectNY is a Cayman Islands exempted company controlled by Ms. Alice H. Chang. Under the approved transaction, Perfect Corp.'s Class A ordinary shares have ceased public trading, and eligible shareholders will receive US$2.00 in cash per share without interest.
Merger Completion and Shareholder Consideration
At an extraordinary general meeting held on October 19, 2026, shareholders approved the merger agreement and plan of merger dated July 10, 2026. The merger became effective at 7:00 a.m. Cayman Islands time on October 23, 2026, when Merger Sub merged with and into the Company. Each issued and outstanding ordinary share, excluding Excluded Shares, Continuing Shares, and Dissenting Shares, was cancelled and converted into the right to receive US$2.00 per share in cash, subject to withholding taxes.
Warrant Treatment and Exercise Period
Each whole outstanding warrant became exercisable for US$2.00 in cash, subject to valid exercise and payment of the applicable warrant agreement exercise price. For valid exercises during the 30-day period following the Form 6-K disclosure, the exercise price is temporarily reduced to US$1.999647 per warrant through November 23, 2026. After that period, the price reverts to US$11.50 per whole warrant, and unexercised warrants remain subject to expiration on October 28, 2027.
Stock Exchange Delisting and Regulatory Filings
The Company requested that the New York Stock Exchange suspend trading of its Class A ordinary shares before the market opened on October 23, 2026. Perfect also asked the NYSE to file a Form 25 with the Securities and Exchange Commission for delisting and deregistration under Section 12(b) of the Exchange Act. The Company intends to file a Form 15 to terminate registration under Section 12(g) and suspend its reporting obligations under Sections 13(a) and 15(d).
Advisory Roles
Kroll, LLC served as financial advisor to the special committee of independent and disinterested directors established by Perfect Corp.'s board of directors. DLA Piper UK LLP acted as international legal counsel to the special committee. Sullivan & Cromwell LLP served as U.S. legal counsel to Merger Sub, the Chairwoman Parties, and CIT, while Maples and Calder (Hong Kong) LLP served as Cayman Islands legal counsel to Merger Sub and the Chairwoman Parties.
Company Overview and Strategic Focus
Perfect Corp., founded in 2015, offers self-developed AI-powered and AR-powered solutions for beauty, fashion, photo, and video creative industries. Its direct consumer business operates the YouCam family of apps and web editing services, while its enterprise business supplies brands and retailers with omnichannel shopping experiences through AR product try-ons and AI-powered skin diagnostics. The company uses generative AI, real-time facial and hand 3D AR rendering, and cloud solutions to support personalized shopping journeys and sales growth.
The completion of the merger transitions Perfect Corp. from a publicly traded company to a privately held entity controlled by Alice H. Chang. Eligible shareholders and warrant holders should follow the provided instructions from the Company, transfer agents, or their intermediaries to receive the US$2.00 per share cash consideration. Perfect Corp. remains focused on delivering AI-powered and AR-powered solutions across beauty, fashion, photo, and video creative industries while maintaining its commitment to sustainability and social responsibility.