S&C Advises Perfect in Merger with Provident Acquisition Corp. SPAC

March 18, 2022

On March 3, 2022, S&C client Perfect Corp. entered into a definitive agreement and plan of merger with Provident Acquisition Corp., a publicly traded special purpose acquisition company, and certain merger subsidiaries. The pro forma implied enterprise value of the combined company is approximately US$1.02 billion. The de-SPAC merger transaction is expected to close in the third quarter of 2022, and Perfect is expected to be listed on the Nasdaq under the new ticker symbol “PERF.”

The de-SPAC merger transaction is expected to provide Perfect with approximately US$335 million in gross proceeds, including US$50 million from the concurrent PIPE transaction, US$55 million from forward purchase agreements by certain shareholders of PAQC (entered into at the time of PAQC's initial public offering), and US$230 million held in trust by PAQC (subject to applicable PAQC shareholder redemption rights). 
 
Founded in 2015, Perfect Corp. is the leading SaaS technology company offering AR and AI powered solutions dedicated to the beauty and fashion industry. Perfect Corp. offers to beauty brands and retailers subscription-based toolkits, enabling them to offer beauty products virtual try-on experiences to their consumers across multiple channels and product groups. Perfect Corp. also offers six mobile apps with AR and AI technology under the “YouCam” brand. The two flagship mobile apps, YouCam Makeup and YouCam Perfect, provide virtual try-ons and beauty camera / portrait retouching features.
 
The S&C team advising Perfect includes Ching-Yang Lin, Joon Seok Hong in Hong Kong, Brian Hu in Beijing, Abril Kang, Yifan Zhou, Yiwen Wang and Yiming Li in Hong Kong. Bob Downes in New York provided valuable advice on the de-SPAC merger transaction. Jeffrey Hochberg and Lauren Citrome in New York advised on U.S. tax matters; Juan Rodriguez and Sienna Liu in London advised on antitrust and competition matters; Eric Kadel in Washington D.C. advised on CFIUS related matters; Heather Coleman and Tiffany Wooley in New York advised on matters relating to employee stock ownership plans; and Mehdi Ansari, William Bekker and Elizabeth Cheung in New York advised on intellectual property matters.