Sec Form 13G Filing - Ningbo New Summit Private Equity Fund I L.P. filing for Perfect Corp. (PERF) - 2023-02-14

 

 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

Schedule 13G
(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d)
 AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) 

(Amendment No. ___________)*

 

Perfect Corp. 

(Name of Issuer)

 

Class A Ordinary Shares, par value $0.10 per share 

(Title of Class of Securities)

 

G7006A109

(CUSIP Number)

 

December 31, 2022 

(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).

 

(Continued on following pages)

 

Page 1 of 11

 

Exhibit Index on Page 11

 

 

 

CUSIP G7006A109

Page 2 of 11

 

1	NAME OF REPORTING PERSONS             CCV Fund I LP (“CCV Fund I”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)           ¨          (b)           x
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 3,221,665 Class A Ordinary Shares, except that CCV Fund I GP Limited (“CCV Fund I GP”), the general partner of CCV Fund I, may be deemed to have sole power to vote these shares, and Wei Zhou, the ultimate controlling person of CCV Fund I GP, may be deemed to have sole power to vote these shares.
	6	SHARED VOTING POWER See response to row 5.
	7	SOLE DISPOSITIVE POWER 3,221,665 Class A Ordinary Shares, except that CCV Fund I GP, the general partner of CCV Fund I, may be deemed to have sole power to vote these shares, and Wei Zhou, the ultimate controlling person of CCV Fund I GP, may be deemed to have sole power to dispose of these shares.
	8	SHARED DISPOSITIVE POWER See response to row 7.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	3,221,665
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	3.17%*
12	TYPE OF REPORTING PERSON	PN

 

*The percentage used in this Schedule 13G is calculated based on 101,475,077 class A ordinary shares of the Issuer issued and outstanding as reported on the Issuer’s Amendment No. 1 to Registration Statement on Form F-1 filed with the SEC on December 12, 2022.

 

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CUSIP G7006A109

Page 3 of 11

 

1	NAME OF REPORTING PERSONS             Ningbo New Summit Private Equity Fund I L.P. (“Ningbo New Summit”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)           ¨           (b)           x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 2,503,760 Class A Ordinary Shares, except that Ningbo CCV Private Equity Investment Management L.P. (“Ningbo New Summit GP”), the general partner of Ningbo New Summit, may be deemed to have sole power to vote these shares, and Wei Zhou, the ultimate controlling person of Ningbo New Summit GP, may be deemed to have sole power to vote these shares.
	6	SHARED VOTING POWER See response to row 5.
	7	SOLE DISPOSITIVE POWER 2,503,760 Class A Ordinary Shares, except that Ningbo New Summit GP, the general partner of Ningbo New Summit, may be deemed to have sole power to vote these shares, and Wei Zhou, the ultimate controlling person of Ningbo New Summit GP, may be deemed to have sole power to dispose of these shares.
	8	SHARED DISPOSITIVE POWER See response to row 7.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	2,503,760
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	2.47%*
12	TYPE OF REPORTING PERSON	PN

 

*The percentage used in this Schedule 13G is calculated based on 101,475,077 class A ordinary shares of the Issuer issued and outstanding as reported on the Issuer’s Amendment No. 1 to Registration Statement on Form F-1 filed with the SEC on December 12, 2022.

 

 

CUSIP G7006A109

Page 4 of 11

 

1	NAME OF REPORTING PERSONS             CCV Fund I GP Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)           ¨           (b)           x
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 3,221,665 Class A Ordinary Shares, all of which shares are directly owned by CCV Fund I.  CCV Fund I GP, the general partner of CCV Fund I, may be deemed to have sole power to vote these shares, and Wei Zhou, the ultimate controlling person of CCV Fund I GP, may be deemed to have sole power to vote these shares.
	6	SHARED VOTING POWER See response to row 5.
	7	SOLE DISPOSITIVE POWER 3,221,665 Class A Ordinary Shares, all of which shares are directly owned by CCV Fund I.  CCV Fund I GP, the general partner of CCV Fund I, may be deemed to have s ole power to vote these shares, and Wei Zhou, the ultimate controlling person of CCV Fund I GP, may be deemed to have sole power to dispose of these shares.
	8	SHARED DISPOSITIVE POWER See response to row 7.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	3,221,665
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	3.17%*
12	TYPE OF REPORTING PERSON	OO

 

*The percentage used in this Schedule 13G is calculated based on 101,475,077 class A ordinary shares of the Issuer issued and outstanding as reported on the Issuer’s Amendment No. 1 to Registration Statement on Form F-1 filed with the SEC on December 12, 2022.

 

 

CUSIP G7006A109

Page 5 of 11

 

1	NAME OF REPORTING PERSONS             Ningbo CCV Private Equity Investment Management L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)           ¨           (b)           x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 2,503,760 Class A Ordinary Shares, all of which shares are directly owned by Ningbo New Summit.  Ningbo New Summit GP, the general partner of Ningbo New Summit, may be deemed to have sole power to vote these shares, and Wei Zhou, the ultimate controlling person of Ningbo New Summit GP, may be deemed to have sole power to vote these shares.
	6	SHARED VOTING POWER See response to row 5.
	7	SOLE DISPOSITIVE POWER 2,503,760 Class A Ordinary Shares, all of which shares are directly owned by Ningbo New Summit.  Ningbo New Summit GP, the general partner of Ningbo New Summit, may be deemed to have sole power to vote these shares, and Wei Zhou, the ultimate controlling person of Ningbo New Summit GP, may be deemed to have sole power to dispose of these shares.
	8	SHARED DISPOSITIVE POWER See response to row 7.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	2,503,760
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	2.47%*
12	TYPE OF REPORTING PERSON	OO

 

*The percentage used in this Schedule 13G is calculated based on 101,475,077 class A ordinary shares of the Issuer issued and outstanding as reported on the Issuer’s Amendment No. 1 to Registration Statement on Form F-1 filed with the SEC on December 12, 2022.

 

 

CUSIP G7006A109

Page 6 of 11

 

1	NAME OF REPORTING PERSONS             Wei Zhou
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)           ¨           (b)           x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 5,725,425 Class A Ordinary Shares, which are directly owned by CCV Fund I and Ningbo New Summit.  Wei Zhou is the ultimate controlling person of CCV Fund I GP, which is the general partner of CCV Fund I.  Wei Zhou is the ultimate controlling person of Ningbo New Summit GP, which is the general partner of Ningbo New Summit.  Wei Zhou may be deemed to have sole power to vote these shares.
	6	SHARED VOTING POWER See response to row 5.
	7	SOLE DISPOSITIVE POWER 5,725,425 Class A Ordinary Shares, which are directly owned by CCV Fund I and Ningbo New Summit.  Wei Zhou is the ultimate controlling person of CCV Fund I GP, which is the general partner of CCV Fund I.  Wei Zhou is the ultimate controlling person of Ningbo New Summit GP, which is the general partner of Ningbo New Summit.  Wei Zhou may be deemed to have sole power to dispose of these shares.
	8	SHARED DISPOSITIVE POWER See response to row 7.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	5,725,425
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	5.64%*
12	TYPE OF REPORTING PERSON	IN

 

*The percentage used in this Schedule 13G is calculated based on 101,475,077 class A ordinary shares of the Issuer issued and outstanding as reported on the Issuer’s Amendment No. 1 to Registration Statement on Form F-1 filed with the SEC on December 12, 2022.

 

 

CUSIP G7006A109

Page 7 of 11

 

ITEM 1(A).

NAME OF ISSUER

 

Perfect Corp. (the “Issuer”)

 

ITEM 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 PERSONS FILING

 

This Schedule is filed by CCV Fund I, LP, a Cayman Islands limited partnership (“CCV Fund I”), CCV Fund I GP Limited, a Cayman Islands limited liability company (“CCV Fund I GP”), Ningbo New Summit Private Equity Fund I L.P., a People’s Republic of China limited partnership (“Ningbo New Summit”), Ningbo CCV Private Equity Investment Management L.P., a People’s Republic of China limited liability company (“Ningbo New Summit GP”), and Wei Zhou. The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”

 

ITEM 2(B).

ADDRESS OF PRINCIPAL OFFICE

 

The address for each of the Reporting Persons is:

 

Suite 608, POSCO Center
Beijing, People’s Republic of China, 100102

 

ITEM 2(C).

CITIZENSHIP

 

See Row 4 of cover page for each Reporting Person.

 

ITEM 2(D).

TITLE OF CLASS OF SECURITIES

 

Class A Ordinary Shares, par value $0.10 per share

 

ITEM 2(E)

CUSIP NUMBER

 

G7006A109

 

ITEM 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

Not applicable.

 

 

CUSIP G7006A109

Page 8 of 11

 

ITEM 4.

OWNERSHIP

 

The following information with respect to the ownership of the ordinary shares of the Issuer by the persons filing this Statement is provided as of December 12, 2022 (based on 101,475,077 Class A Ordinary Shares outstanding as of December 12, 2022 as reported by the Issuer in its Form F-1/A):

  

(a)

Amount beneficially owned:

 

See Row 9 of cover page for each Reporting Person.

 

(b)

Percent of Class:

 

See Row 11 of cover page for each Reporting Person.

 

(c)

Number of shares as to which such person has:

 

	(i)	Sole power to vote or to direct the vote:
		See Row 5 of cover page for each Reporting Person.

 

(ii)

Shared power to vote or to direct the vote:

 

See Row 6 of cover page for each Reporting Person.

 

(iii)

Sole power to dispose or to direct the disposition of:

 

See Row 7 of cover page for each Reporting Person.

 

(iv)

Shared power to dispose or to direct the disposition of:

 

See Row 8 of cover page for each Reporting Person.

 

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.

 

Under certain circumstances set forth in (i) the limited partnership agreement of CCV Fund I and Ningbo New Summit, and (ii) the limited liability company agreement of CCV Fund I GP and Ningbo New Summit GP, the partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from the sale of, shares of the Issuer directly or indirectly owned by each such entity of which they are a partner or member.

 

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

 

 

CUSIP G7006A109

Page 9 of 11

 

ITEM 10.

CERTIFICATION.

 

Not applicable

 

 

CUSIP G7006A109

Page 10 of 11

 

SIGNATURES

 

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: February 14, 2023

 

CCV FUND I, LP

 

	By:	CCV FUND I GP LIMITED
	Its:	General Partner

 

	By:	/s/ Wei Zhou
	Name:	Wei Zhou
	Title:	Authorized Signatory

 

CCV FUND I GP LIMITED

 

	By:	/s/ Wei Zhou
	Name:	Wei Zhou
	Title:	Authorized Signatory

 

NINGBO NEW SUMMIT PRIVATE EQUITY FUND I L.P.

 

	By:	NINGBO CCV PRIVATE EQUITY INVESTMENT MANAGEMENT L.P.
	Its:	General Partner

 

	By:	/s/ Wei Zhou
	Name:	Wei Zhou
	Title:	Authorized Signatory

 

NINGBO CCV PRIVATE EQUITY INVESTMENT MANAGEMENT L.P.

 

	By:	/s/ Wei Zhou
	Name:	Wei Zhou
	Title:	Authorized Signatory

	WEI ZHOU

 

By:

/s/Wei Zhou

 

 

CUSIP G7006A109

Page 11 of 11

 

EXHIBIT INDEX

 

	Found on Sequentially
Exhibit	Numbered Page
Exhibit A:  Agreement of Joint Filing	1