TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo August 18, 2022 Alice Chang Chief Executive Officer Perfect Corp. 14F, No. 98 Minquan Road Xindian District New Taipei City 231, Taiwan Re: Perfect Corp. Amendment No. 3 to Registration Statement on Form F-4 Filed August 15, 2022 File No. 333-263841 Dear Ms. Chang: We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Amendment No. 3 to Registration Statement on Form F-4 The Parties to the Proposed Transactions Provident Acquisition Corp, page 33 1. We note your revised description of the roles taken by Citigroup Global Markets Inc. and Barclays Capital Inc. in advising Provident. Please disclose which of the financial advisors provided advice and assistance in assessing potential targets, preparing materials for the consideration of Provident's board of directors, and preparing any of the disclosure in the registration statement. Alice Chang FirstName LastNameAlice Chang Perfect Corp. Comapany August 18, NamePerfect 2022 Corp. August Page 2 18, 2022 Page 2 FirstName LastName General 2. With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. Please also tell us whether anyone or any entity associated with or otherwise involved in the transaction, is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. You may contact Melissa Kindelan, Senior Staff Accountant, at (202) 551-3564 or Christine Dietz, Senior Staff Accountant, at (202) 551-3408 if you have questions regarding comments on the financial statements and related matters. Please contact Matthew Derby, Staff Attorney, at (202) 551-3334 or Joshua Shainess, Legal Branch Chief, at (202) 551-7951 with any other questions. Sincerely, Division of Corporation Finance Office of Technology