UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
PERFECT CORP.
-------------------------------------------------------------------------------
(Name of Issuer)
Class A Ordinary Shares
-------------------------------------------------------------------------------
(Title of Class of Securities)
G7006A109
--------------------------------------------
(CUSIP Number)
September 30, 2024
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(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
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).
Page 1 of 17
-----------------------
CUSIP No. G7006A109 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
THE GOLDMAN SACHS GROUP, INC.
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2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
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4. Citizenship or Place of Organization
Delaware
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5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
3,516,554
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
3,516,554
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
3,516,554
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
3.5 %
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12. Type of Reporting Person
HC-CO
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Page 2 of 17
-----------------------
CUSIP No. G7006A109 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GOLDMAN SACHS & CO. LLC
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
New York
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
3,516,554
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
3,516,554
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
3,516,554
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
3.5 %
------------------------------------------------------------------------------
12. Type of Reporting Person
BD-OO-IA
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Page 3 of 17
-----------------------
CUSIP No. G7006A109 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GOLDMAN SACHS ASIA STRATEGIC II PTE. LTD.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Singapore
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
2,631,517
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
2,631,517
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,631,517
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
3.1 %
------------------------------------------------------------------------------
12. Type of Reporting Person
CO
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Page 4 of 17
-----------------------
CUSIP No. G7006A109 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
STONEBRIDGE 2020, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
431,804
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
431,804
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
431,804
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.5 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 5 of 17
-----------------------
CUSIP No. G7006A109 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
STONEBRIDGE 2020 OFFSHORE HOLDINGS II, L.P.
------------------------------------------------------------------------------
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
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
226,077
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
226,077
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
226,077
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.3 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 6 of 17
Item 1(a). Name of Issuer:
PERFECT CORP.
Item 1(b). Address of Issuer's Principal Executive Offices:
14F, No.98, Minquan Rd, Xindian District
New Taipei City 231, Taiwan
Item 2(a). Name of Persons Filing:
THE GOLDMAN SACHS GROUP, INC.
GOLDMAN SACHS & CO. LLC
GOLDMAN SACHS ASIA STRATEGIC II PTE. LTD.
STONEBRIDGE 2020, L.P.
STONEBRIDGE 2020 OFFSHORE HOLDINGS II, L.P.
Item 2(b). Address of Principal Business Office or, if none, Residence:
The Goldman Sachs Group, Inc.
200 West Street
New York, NY 10282
Goldman Sachs & Co. LLC
200 West Street
New York, NY 10282
GOLDMAN SACHS ASIA STRATEGIC II PTE. LTD.
1 Raffles Link 07-01
Singapore
STONEBRIDGE 2020, L.P.
200 West Street
New York, NY 10282
STONEBRIDGE 2020 OFFSHORE HOLDINGS II, L.P.
200 West Street
New York, NY 10282
Item 2(c). Citizenship:
THE GOLDMAN SACHS GROUP, INC. - Delaware
GOLDMAN SACHS & CO. LLC - New York
GOLDMAN SACHS ASIA STRATEGIC II PTE. LTD. - Singapore
STONEBRIDGE 2020, L.P. - Delaware
STONEBRIDGE 2020 OFFSHORE HOLDINGS II, L.P. - Cayman Islands
Item 2(d). Title of Class of Securities:
Class A Ordinary Shares
Item 2(e). CUSIP Number:
G7006A109
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or
13d-2(b) or (c), check whether the person filing is a:
(a).[_] Broker or dealer registered under Section 15 of the Act
(15 U.S.C. 78o).
(b).[_] Bank as defined in Section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c).[_] Insurance company as defined in Section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d).[_] Investment company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e).[_] An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
(f).[_] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g).[_] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
(h).[_] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i).[_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j).[_] A non-U.S. institution in accordance with
Rule 13d-1(b)(1)(ii)(J);
(k).[_] A group, in accordance with Rule 13d-1(b)(1)(ii)
(A) through (K).
If filing as a non-U.S. institution in accordance with Rule
13d-1(b)(1)(ii)(J), please specify the type of institution:
Page 7 of 17
Item 4. Ownership.*
(a). Amount beneficially owned:
See the response(s) to Item 9 on the attached cover page(s).
(b). Percent of Class:
See the response(s)to Item 11 on the attached cover page(s).
(c). Number of shares as to which such person has:
(i). Sole power to vote or to direct the vote: See the
response(s) to Item 5 on the attached cover page(s).
(ii). Shared power to vote or to direct the vote: See the
response(s) to Item 6 on the attached cover page(s).
(iii). Sole power to dispose or to direct the disposition
of: See the response(s) to Item 7 on the attached
cover page(s).
(iv). Shared power to dispose or to direct the disposition
of: See the response(s) to Item 8 on the attached
cover page(s).
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.
Clients of the Reporting Person(s) have or may have the
right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, securities
held in their accounts. Clients known to have such right or
power with respect to more than 5% of the class of
securities to which this report relates are:
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company.
See Exhibit (99.2)
Item 8. Identification and Classification of Members of the Group.
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
Not Applicable
--------------------------
*In accordance with the Securities and Exchange Commission Release No.
34-39538 (January 12, 1998)(the "Release"),this filing reflects the securities
beneficially owned by certain operating units (collectively, the "Goldman Sachs
Reporting Units") of The Goldman Sachs Group, Inc. and its subsidiaries and
affiliates (collectively, "GSG"). This filing does not reflect securities, if
any, beneficially owned by any operating units of GSG whose ownership of
securities is disaggregated from that of the Goldman Sachs Reporting Units in
accordance with the Release. The Goldman Sachs Reporting Units disclaim
beneficial ownership of the securities beneficially owned by (i) any client
accounts with respect to which the Goldman Sachs Reporting Units or their
employees have voting or investment discretion or both, or with respect to
which there are limits on their voting or investment authority or both and
(ii) certain investment entities of which the Goldman Sachs Reporting Units
act as the general partner, managing general partner or other manager, to the
extent interests in such entities are held by persons other than the Goldman
Sachs Reporting Units.
Page 8 of 17
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.
Date: October 30, 2024,
THE GOLDMAN SACHS GROUP, INC.
By:/s/ Sam Prashanth
----------------------------------------
Name: Sam Prashanth
Title: Attorney-in-fact
GOLDMAN SACHS & CO. LLC
By:/s/ Sam Prashanth
----------------------------------------
Name: Sam Prashanth
Title: Attorney-in-fact
GOLDMAN SACHS ASIA STRATEGIC II PTE. LTD.
By:/s/ Sam Prashanth
----------------------------------------
Name: Sam Prashanth
Title: Attorney-in-fact
STONEBRIDGE 2020, L.P.
By:/s/ Sam Prashanth
----------------------------------------
Name: Sam Prashanth
Title: Attorney-in-fact
STONEBRIDGE 2020 OFFSHORE HOLDINGS II, L.P.
By:/s/ Sam Prashanth
----------------------------------------
Name: Sam Prashanth
Title: Attorney-in-fact
Page 9 of 17
INDEX TO EXHIBITS
Exhibit No. Exhibit
----------- -------
99.1 Joint Filing Agreement
99.2 Item 7 Information
99.3 Power of Attorney, relating to
THE GOLDMAN SACHS GROUP, INC.
99.4 Power of Attorney, relating to
GOLDMAN SACHS & CO. LLC
99.5 Power of Attorney, relating to
GOLDMAN SACHS ASIA STRATEGIC II PTE. LTD.
99.6 Power of Attorney, relating to
STONEBRIDGE 2020, L.P.
99.7 Power of Attorney, relating to
STONEBRIDGE 2020 OFFSHORE HOLDINGS II, L.P.
Page 10 of 17
EXHIBIT (99.1)
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities
Exchange Act of 1934, the undersigned agree to the joint filing of a Statement
on Schedule 13G (including any and all amendments thereto) with respect to the
Class A Ordinary Shares, par value $ per share, of PERFECT CORP.
and further agree to the filing of this agreement as an Exhibit thereto.
In addition, each party to this Agreement expressly authorizes each other party
to this Agreement to file on its behalf any and all amendments to such
Statement on Schedule 13G.
Date: October 30, 2024,
THE GOLDMAN SACHS GROUP, INC.
By:/s/ Sam Prashanth
----------------------------------------
Name: Sam Prashanth
Title: Attorney-in-fact
GOLDMAN SACHS & CO. LLC
By:/s/ Sam Prashanth
----------------------------------------
Name: Sam Prashanth
Title: Attorney-in-fact
GOLDMAN SACHS ASIA STRATEGIC II PTE. LTD.
By:/s/ Sam Prashanth
----------------------------------------
Name: Sam Prashanth
Title: Attorney-in-fact
STONEBRIDGE 2020, L.P.
By:/s/ Sam Prashanth
----------------------------------------
Name: Sam Prashanth
Title: Attorney-in-fact
STONEBRIDGE 2020 OFFSHORE HOLDINGS II, L.P.
By:/s/ Sam Prashanth
----------------------------------------
Name: Sam Prashanth
Title: Attorney-in-fact
Page 11 of 17
EXHIBIT (99.2)
ITEM 7 INFORMATION
Page 12 of 17
EXHIBIT (99.3)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, INC.
(the "Company") does hereby make, constitute and appoint Papa Lette,
Akash Keshari, Regina Chan, Andrzej Szyszka, Ameen Soetan, Rahail Patel,
Santosh Vinayagamoorthy, Sadhiya Raffique, Matthew Pomfret,
Abhishek Vishwanathan, Mariana Audeves, Veronica Mupazviriwo, Elizabeth Novak
and Sam Prashanth, acting individually, its true and lawful attorney,
to execute and deliver in its name and on its behalf, whether the Company
is acting individually or as representative of others, any and all filings
required to be made by the Company pursuant to Rule 13f-1or Regulation 13D-G
under the Securities Exchange Act of 1934, (as amended, the "Act"), which may
be required of the Company with respect to securities which may be deemed to be
beneficially owned by the Company under the Act, giving and granting unto each
said Attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said Attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until
July 29, 2025 unless earlier revoked by written instrument, or in the event an
Attorney-in-fact ceases to be an employee of The Goldman Sachs Group, Inc. or
one of its affiliates or ceases to perform the function in connection with
which he or she was appointed Attorney-in-fact prior to July 29, 2025, this
Power of Attorney shall cease to have effect in relation to such
Attorney-in-fact upon such cessation but shall continue in full force and
effect in relation to the remaining Attorneys-in-fact. The Company has the
unrestricted right unilaterally to revoke the Power of Attorney.
This Power of Attorney shall be governed by, and construed in accordance with,
the laws of the State of New York, without regard to rules of conflicts of law.
This Power of Attorney supersedes the Power of Attorney granted by the Company
to Abhishek V, Kateryna Osmachko, Ameen Soetan, Kshama Mishra, Papa Lette,
Sunaina Kapoor, and Andrzej Szyszka on February 9, 2024.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of July 29, 2024.
GOLDMAN SACHS & CO. LLC
By: /s/ Richard A. Friedman
____________________________
Name: Richard A. Friedman
Title: Assistant Secretary
Page 13 of 17
EXHIBIT (99.4)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS & CO. LLC
(the "Company") does hereby make, constitute and appoint each Papa Lette,
Akash Keshari, Regina Chan, Andrzej Szyszka, Ameen Soetan, Rahail Patel,
Santosh Vinayagamoorthy, Sadhiya Raffique, Matthew Pomfret,
Abhishek Vishwanathan, Mariana Audeves Martinez, Veronica Mupazviriwo,
Elizabeth Novak and Sam Prashanth, acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf, whether the
Company is acting individually or as representative of others, any and all
filings required to be made by the Company pursuant to Rule 13f-1or Regulation
13D-G under the Securities Exchange Act of 1934, (as amended, the "Act"), which
may be required of the Company with respect to securities which may be deemed
to be beneficially owned by the Company under the Act, giving and granting unto
each said Attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said Attorney-in-fact shall lawfully do or cause to be done by
virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until
October 1,2025 unless earlier revoked by written instrument, or in the event an
Attorney-in-fact ceases to be an employee of The Goldman Sachs Group, Inc.
or one of its affiliates or ceases to perform the function in connection with
which he or she was appointed Attorney-in-fact prior to October 1,2025
this Power of Attorney shall cease to have effect in relation to such
Attorney-in-fact upon such cessation but shall continue in full force and
effect in relation to the remaining Attorneys-in-fact. The Company has the
unrestricted right unilaterally to revoke the Power of Attorney.
This Power of Attorney shall be governed by, and construed in accordance with,
the laws of the State of New York, without regard to rules of conflicts of law.
This Power of Attorney supersedes the Power of Attorney granted by the Company
to Abhishek V, Kateryna Osmachko, Ameen Soetan, Kshama Mishra, Papa Lette,
Sunaina Kapoor, and Andrzej Szyszka on December 1, 2023.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of October 1,2024.
GOLDMAN SACHS & CO. LLC
By: /s/ Milton Millman
____________________________
Name: Milton Millman
Title: Managing Director
Page 14 of 17
EXHIBIT (99.5)
POWER OF ATTORNEY
GOLDMAN SACHS ASIA STRATEGIC II PTE. LTD.
THIS POWER OF ATTORNEY EXPIRES ON 31 DECEMBER 2026
UNLESS EARLIER REVOKED
BY THIS POWER OF ATTORNEY made on 9 February 2024, Goldman Sachs Asia Strategic
II Pte. Ltd. (Unique Entity Number 201911051 E), a company incorporated in
Singapore with its registered office at 1 Raffles Link, #07-01, Singapore
039393 ("the Company"), HEREBY APPOINTS each of:Abhishek V, Kateryna Osmachko,
Ameen Soetan, Papa Lette, Sunaina Kapoor, Andrzej Szyszka, Mariana Audeves and
Sam Prashanth (each an "Attorney") as a true and lawful attorney of the Company
to act singly in the name of and on behalf of the Company to execute and
deliver in its name and on its behalf whether the Company is acting
individually, any and all filings required to be made by the Company under
the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to
securities which may be deemed to be beneficially owned by the Company under
the Act, giving and granting unto each said Attorney power and authority to act
in the premises as fully and to all intents and purposes as the Company might
or could do if personally present by one of its authorized signatories, hereby
ratifies and confirms all that said Attorney shall lawfully do or cause to be
done by virtue hereof.
Each Attorney listed under this Power of Attorney will
have limited authority to perform the functions stated in this Power of
Attorney and will perform the functions stated in this Power of Attorney only
in his or her administrative capacity. Further, this power of attorney does not
provide any independent rights or extend to any authority, explicit or implied,
to solicit business, negotiate, enter and/or conclude contracts principally or
otherwise, enter into any transactions whatsoever for and/or on behalf of the
Company or otherwise which could influence the economics of any contract or
transaction binding the Company.
AND IN RELATION to the execution of any document by virtue of this Power of
Attorney, the signature of said Attorneys shall be binding on the Company.
This Power of Attorney shall remain in full force and effect until the earlier
of (i) 31 December 2026; or (ii) such time it is revoked in writing by the
Company; provided that in the event an Attorney ceases to be an employee of
The Goldman Sachs Group, Inc. or one of its affiliates or ceases to perform the
function in connection with which he/she was appointed Attorney prior to such
time, this Power of Attorney shall cease to have effect in relation to such
Attorney upon such cessation of employment or role but shall continue in full
force and effect in relation to the remaining Attorneys. The Company has the
unrestricted right unilaterally to revoke this Power of Attorney.
This Power of Attorney shall be governed by and construed in accordance with
the laws of Singapore.
IN WITNESS WHEREOF this Power of Attorney has been executed by the Company as
a Deed on the date set out above.
For and on behalf of
Goldman Sachs Asia Strategic II Pte. Ltd.
By: /s/ Tan Ching Chek
_________________________
Name: Tan Ching Chek
Director
In the Presence of
By: /s/Yeng Shi Hui
_________________________
Name: Yeng Shi Hui
Witness
Address: c/o 220 Orchard Road, #05-01 Midpoint Orchard,
Singapore 238852
Page 15 of 17
EXHIBIT (99.6)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS STONEBRIDGE 2020, L.P. (the "Company")
does hereby make, constitute and appoint each of Papa Lette, Akash Keshari,
Regina Chan, Andrzej Szyszka, Ameen Soetan, Rahail Patel,
Santosh Vinayagamoorthy, Sadhiya Raffique, Matthew Pomfret,
Abhishek Vishwanathan, Mariana Audeves Martinez, Veronica Mupazviriwo,
Elizabeth Novak and Sam Prashanth (and any other employee of The Goldman Sachs
Group, Inc. or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934,
(as amended, the "Act"), with respect to securities which may be deemed to be
beneficially owned by the Company under the Act, giving and granting unto
each said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done
by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person
or persons to whom power of attorney has been hereby granted cease(s)
to be an employee of The Goldman Sachs Group, Inc. or one
of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of July 23, 2024.
STONEBRIDGE 2020, L.P.
By: BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C., its general partner
By: /s/ Scott Kilpatrick
____________________________
Name: Scott Kilpatrick
Title: Vice President
Page 16 of 17
EXHIBIT (99.7)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS STONEBRIDGE 2020 OFFSHORE HOLDINGS II, L.P.
(the "Company") does hereby make, constitute and appoint each Papa Lette,
Akash Keshari, Regina Chan, Andrzej Szyszka, Ameen Soetan, Rahail Patel,
Santosh Vinayagamoorthy, Sadhiya Raffique, Matthew Pomfret,
Abhishek Vishwanathan, Mariana Audeves Martinez, Veronica Mupazviriwo,
Elizabeth Novak and Sam Prashanth (and any other employee of The Goldman Sachs
Group, Inc. or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney,
to execute and deliver in its name and on its behalf whether the Company
is acting individually or as representative of others, any and all filings
required to be made by the Company under the Securities Exchange Act of 1934,
(as amended, the "Act"), with respect to securities which may be deemed to be
beneficially owned by the Company under the Act, giving and granting unto each
said attorney-in-fact power and authority to act in the premises as fully and
to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done
by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of August 12, 2024.
STONEBRIDGE 2020 OFFSHORE HOLDINGS II, L.P.
By: Bridge Street Opportunity Advisors, L.L.C., its general partner
By: /s/ Carey Ziegler
____________________________
Name: Carey Ziegler
Title: Vice President
Page 17 of 17