Perfect Corp., a New York Stock Exchange–listed AI and augmented reality software company serving the beauty, fashion, and creative industries, has entered into a definitive merger agreement to go private in a transaction valuing its ordinary shares at $2.00 per share in cash. The deal is structured as a merger between Perfect and ProjectNY, a Cayman Islands company controlled by founder and chairwoman Alice H. Chang, with ProjectNY merging into Perfect, which will survive as a privately held entity.
Under the Agreement and Plan of Merger signed on July 10, 2026, each ordinary share of Perfect outstanding at the effective time of the merger, other than specified excluded, continuing, and dissenting shares, will be canceled and converted into the right to receive $2.00 in cash, without interest. The consideration represents a premium of approximately 48.1% to Perfect’s closing Class A ordinary share price on March 17, 2026, the last trading day before the company disclosed receipt of a preliminary non‑binding going‑private proposal, and about 39.6% to the 30‑day volume‑weighted average closing price prior to that announcement.
Concurrently with signing the merger agreement, ProjectNY entered into voting and support agreements with Chang and her controlled entities GOLDEN EDGE Co., Ltd., DVDonet.com Inc., and World Speed Company Limited, as well as CyberLink International Technology Corp. These parties have agreed to vote all ordinary shares they hold, directly or indirectly, in favor of the merger and related transactions. Their holdings represent approximately 53.4% of Perfect’s total issued and outstanding share capital and roughly 81.2% of total voting power as of the merger agreement date, providing substantial support ahead of the shareholder vote.
The transaction is expected to be funded using available cash at Perfect and its subsidiaries, without requiring external acquisition financing. Continuing shareholders—primarily Chang and affiliated entities—will not receive cash for their continuing shares, which will remain outstanding and continue to exist as ordinary shares of the surviving private company
Perfect’s board of directors formed a special committee of independent and disinterested directors to evaluate the proposal and negotiate terms. Acting on the committee’s unanimous recommendation, the board approved the merger agreement, plan of merger and related transactions and resolved to recommend that shareholders vote in favor. The special committee retained Kroll, LLC as financial advisor and DLA Piper UK LLP as international legal counsel. Merger Sub, the chairwoman parties and CyberLink are represented by Sullivan & Cromwell LLP as U.S. counsel and Maples and Calder (Hong Kong) LLP as Cayman Islands counsel.
Closing is currently expected in the last quarter of 2026, subject to customary conditions including shareholder approval. The merger must be authorized by at least two‑thirds of the votes cast by holders of Perfect’s ordinary shares present and voting in person or by proxy as a single class at an extraordinary general meeting. If completed, Perfect will become a private company, its Class A ordinary shares will be delisted from the NYSE, and its Class A ordinary shares and warrants will be deregistered under the U.S. Securities Exchange Act of 1934.
Perfect plans to furnish a Form 6‑K to the U.S. Securities and Exchange Commission that includes the merger agreement and to mail a proxy statement to shareholders, which will also form part of a Schedule 13E‑3 transaction statement. Shareholders are urged in the announcement to read these materials carefully when available, as they will contain detailed information about the merger, the transaction structure and associated risks.
Founded in 2015, Perfect operates a dual consumer and enterprise model built around self‑developed AI and AR. On the consumer side, it runs the YouCam family of apps and web services for photo, video and camera users, offering AI‑driven creation, beautification and enhancement tools. On the enterprise side, it provides omnichannel shopping experiences through AR product try‑ons and AI‑powered diagnostics for major beauty, skincare, fashion, jewelry and watch brands and retailers worldwide. The company highlights generative AI, real‑time 3D facial and hand rendering and cloud solutions as core capabilities, and positions the going‑private transaction as a step taken amid evolving strategic and market considerations.
