UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
| Perfect Corp. |
| (Name of Issuer) |
| Class A ordinary shares, par value $0.10 per share |
| (Title of Class of Securities) |
| G7006A109 |
| (CUSIP Number) |
| September 30, 2024 |
| (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)
x 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 disclosures provided in a prior cover page.
The information required on 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).
CUSIP No. G7006A109
| 1. | NAME OF REPORTING PERSON: Alibaba Group Holding Limited | ||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ | ||
| (b) ¨ | |||
| 3. | SEC USE ONLY | ||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 | |
| 6. | SHARED VOTING POWER 4,189,810 class A ordinary shares* | ||
| 7. | SOLE DISPOSITIVE POWER 0 | ||
| 8. | SHARED DISPOSITIVE POWER 4,189,810 class A ordinary shares* | ||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,189,810 class A ordinary shares* | ||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | ||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.1%** | ||
| 12. | TYPE OF REPORTING PERSON CO | ||
*Represents class A ordinary shares held as of September 30, 2024 by Taobao China Holding Limited, a wholly-owned subsidiary of Taobao Holding Limited, which is a wholly-owned subsidiary of Alibaba Group Holding Limited.
**The percentage used in this Schedule 13G is calculated based on 101,849,000 class A ordinary shares of Perfect Corp. (the “Issuer”) issued and outstanding as of June 30, 2024, as disclosed by the Issuer in the Form 6-K filed with the Securities and Exchange Commission on September 25, 2024.
2
CUSIP No. G7006A109
| 1. | NAME OF REPORTING PERSON: Taobao Holding Limited | ||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ | ||
| (b) ¨ | |||
| 3. | SEC USE ONLY | ||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 | |
| 6. | SHARED VOTING POWER 4,189,810 class A ordinary shares* | ||
| 7. | SOLE DISPOSITIVE POWER 0 | ||
| 8. | SHARED DISPOSITIVE POWER 4,189,810 class A ordinary shares* | ||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,189,810 class A ordinary shares* | ||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | ||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.1%** | ||
| 12. | TYPE OF REPORTING PERSON CO | ||
*Represents class A ordinary shares held as of September 30, 2024 by Taobao China Holding Limited, a wholly-owned subsidiary of Taobao Holding Limited.
**The percentage used in this Schedule 13G is calculated based on 101,849,000 class A ordinary shares of Perfect Corp. (the “Issuer”) issued and outstanding as of June 30, 2024, as disclosed by the Issuer in the Form 6-K filed with the Securities and Exchange Commission on September 25, 2024.
3
CUSIP No. G7006A109
| 1. | NAME OF REPORTING PERSON: Taobao China Holding Limited | ||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ | ||
| (b) ¨ | |||
| 3. | SEC USE ONLY | ||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION Hong Kong | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 | |
| 6. | SHARED VOTING POWER 4,189,810 class A ordinary shares* | ||
| 7. | SOLE DISPOSITIVE POWER 0 | ||
| 8. | SHARED DISPOSITIVE POWER 4,189,810 class A ordinary shares* | ||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,189,810 class A ordinary shares* | ||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | ||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.1%** | ||
| 12. | TYPE OF REPORTING PERSON CO | ||
*Represents class A ordinary shares held as of September 30, 2024 by Taobao China Holding Limited.
** The percentage used in this Schedule 13G is calculated based on 101,849,000 class A ordinary shares of Perfect Corp. (the “Issuer”) issued and outstanding as of June 30, 2024, as disclosed by the Issuer in the Form 6-K filed with the Securities and Exchange Commission on September 25, 2024.
4
CUSIP No. G7006A109
SCHEDULE 13G
| Item 1(a) | Name of Issuer: |
| Perfect Corp. |
| 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: |
Alibaba Group Holding Limited
Taobao Holding Limited
Taobao China Holding Limited
The shares reported herein are directly held by Taobao China Holding Limited. Taobao China Holding Limited is a wholly-owned subsidiary of Taobao Holding Limited, which is a wholly-owned subsidiary of Alibaba Group Holding Limited. Accordingly, Taobao Holding Limited and Alibaba Group Holding Limited may be deemed to indirectly beneficially own the securities of the Issuer held directly by Taobao China Holding Limited.
| 2(b) | Address of Principal Business Office or, if none, Residence: |
For each of the Reporting Persons: c/o Alibaba Group Services Limited, 26/F Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong.
| 2(c) | Citizenship: |
Alibaba Group Holding Limited: Cayman Islands
Taobao Holding Limited: Cayman Islands
Taobao China Holding Limited: Hong Kong
| 2(d) | Title of Class of Securities: Class A ordinary shares, par value $0.10 per share ("Class A Shares") |
| 2(e) | CUSIP Number: G7006A109 |
| Item 3 | For statements filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c): Not Applicable. |
| Item 4 | Ownership: |
| 4(a) | The information required by Item 4(a) is set forth in Row (9) of the cover page for each Reporting Person and is incorporated herein by reference. |
| 4(b) | Percent of class determined is based on 101,849,000 Class A Shares of the Issuer issued and outstanding as of June 30, 2024, as disclosed by the Issuer in the Form 6-K filed with the Securities and Exchange Commission on September 25, 2024. |
The information required by Item 4(b) is set forth in Row (11) on the cover page for each Reporting Person and is incorporated herein by reference.
5
As of September 30, 2024, Taobao China Holding Limited directly held 4,189,810 Class A Shares of the Issuer. Taobao China Holding Limited is a wholly-owned subsidiary of Taobao Holding Limited, which is a wholly-owned subsidiary of Alibaba Group Holding Limited. Accordingly, Alibaba Group Holding Limited may be deemed to beneficially own 4,189,810 Class A Shares of the Issuer, representing 4.1% of the Issuer’s Class A Shares.
| 4(c) | The information required by Item 4(c) is set forth in Rows (5)-(8) of the cover page for each Reporting Person and is incorporated herein by reference. |
| Item 5 | Ownership of Five Percent or Less of a Class: |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x
| 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: 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 | Certification: Not Applicable. |
6
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: November 14, 2024
| ALIBABA GROUP HOLDING LIMITED | |||
| By: | /s/ Kevin Jinwei ZHANG | ||
| Name: | Kevin Jinwei ZHANG | ||
| Title: | Company Secretary | ||
| TAOBAO HOLDING LIMITED | |||
| By: | /s/ Lei JIN | ||
| Name: | Lei JIN | ||
| Title: | Authorized Signatory | ||
| TAOBAO CHINA HOLDING LIMITED | |||
| By: | /s/ Lei JIN | ||
| Name: | Lei JIN | ||
| Title: | Authorized Signatory | ||
