v3.25.4
Details of Significant Accounts
 12 Months Ended
Dec. 31, 2025
Details of Significant Accounts  
Details of Significant Accounts Details of Significant Accounts
6(1)    Cash and cash equivalents
December 31, 2024December 31, 2025
Checking accounts $3,651 $3,006 
Demand deposits 17,246 25,010 
Time deposits 106,000 97,700 
Others224 260 
$127,121 $125,976 
A.The Group transacts with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote. As of December 31, 2025, the majority of our cash and cash equivalents, 88%, are denominated in U.S. Dollars.
B.The Group has no cash and cash equivalents pledged to others.
6(2)    Financial assets at fair value through profit or loss
December 31, 2024December 31, 2025
Current items:
Financial assets mandatorily measured at fair value through profit and loss
Money market funds$2,746 $— 
A.Amounts recognized in profit or loss in relation to financial assets at fair value through profit or loss are as follows:
Years ended December 31,
202320242025
Financial assets mandatorily measured at fair value through profit and loss
Money market funds$— $— $51 
B.The Group has no financial assets at fair value through profit or loss pledged to others.
C.Information relating to credit risk of financial assets at fair value through profit or loss is provided in Note 12(2).
6(3)    Financial assets at amortized cost
December 31, 2024December 31, 2025
Current items:
Time deposits with maturities over three months$36,000 $36,300 
Non-current items:
US Treasury$— $10,173 
A.Amounts recognized in profit or loss in relation to financial assets at amortized cost are listed below:
Years ended December 31,
202320242025
Interest income from financial assets at amortized cost$5,309 $1,898 $1,541 
B.The counterparties of the Group's time deposits are financial institutions with high credit quality, so the Group expects that the probability of counterparty default is remote. As of December 31, 2025, 100% of current financial assets at amortized cost are denominated in U.S. Dollars.
C.As at December 31, 2024 and 2025, without taking into account any collateral held or other credit enhancements, the maximum exposure to credit risk in respect of the amount that best represents the financial assets at amortized cost held by the Group was $36,000 and $46,473, respectively.
D.The Group has no financial assets at amortized cost pledged to others.
E.Information relating to credit risk of financial assets at amortized cost is provided in Note 12(2).
6(4)    Accounts receivable
December 31, 2024December 31, 2025
Accounts receivable$8,168 $7,748 
Less: Allowance for expected credit losses (Note)(266)(181)
$7,902 $7,567 
Note. For movements in the allowance for expected credit losses, please refer to Note 12(2) Credit risk for details.
A.The aging analysis of accounts receivable is as follows:
December 31, 2024December 31, 2025
Not past due$7,535 $7,124 
Up to 30 days 261 75 
31 to 90 days 213 149 
91 to 180 days 65 286 
Over 181 days 94 114 
Less: Allowance for expected credit losses(266)(181)
$7,902 $7,567 
The above aging analysis was based on days overdue.
B.As at December 31, 2024 and 2025, accounts receivable were all from contracts with customers. And as at January 1, 2024, the balance of receivables from contracts with customers amounted to $6,992.
C.As at December 31, 2024 and 2025, without taking into account other credit enhancements, the maximum exposure to credit risk in respect of the amount that best represents the Group’s accounts receivable was $7,902 and $7,567, respectively.
D.The Group has no accounts receivable pledged to others.
E.Information relating to credit risk of accounts receivable is provided in Note 12(2).
6(5)    Other current assets
December 31, 2024December 31, 2025
Prepaid expenses$2,433 $2,041 
Others 89 97 
$2,522 $2,138 
6(6)    Property, plant and equipment
2024
Leasehold
improvements		MachineryOffice
equipment		Total
At January 1
Cost$675 $729 $53 $1,457 
Accumulated depreciation(553)(488)(36)(1,077)
$122 $241 $17 $380 
Opening net book amount$122 $241 $17 $380 
Additions69 323 — 392 
Depreciation expense(70)(142)(6)(218)
Closing net book amount$121 $422 $11 $554 
At December 31
Cost$744 $1,052 $53 $1,849 
Accumulated depreciation(623)(630)(42)(1,295)
$121 $422 $11 $554 
2025
Leasehold
improvements		MachineryOffice
equipment		Total
At January 1
Cost $744 $1,052 $53 $1,849 
Accumulated depreciation (623)(630)(42)(1,295)
$121 $422 $11 $554 
Opening net book amount $121 $422 $11 $554 
Additions — 422 3 425 
Acquired from business combinations— 28 — 28 
Cost of disposals — (14)— (14)
Accumulated depreciation on disposals — 11 — 11 
Depreciation expense (83)(223)(4)(310)
Net exchange differences — 1 — 1 
Closing net book amount $38 $647 $10 $695 
At December 31
Cost $744 $1,568 $56 $2,368 
Accumulated depreciation (706)(921)(46)(1,673)
$38 $647 $10 $695 
Note. Business combinations please refer to Note 6(28) for details.
The Group has no property, plant and equipment pledged to others.
6(7)    Leasing arrangements  —  lessee
A.The Group leases various assets including buildings and business vehicles. Rental contracts are typically made for periods of 2 to 3 years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. Leased assets cannot be used as collateral for borrowing purposes and are prohibited from being subleased, sold or lent to others or corporations under any circumstances.
B.Short-term leases with a lease term of 12 months or less include offices located in United States, Japan, China, France and Lithuania.
C.The movements of right-of-use assets of the Group are as follows:
2024
BuildingsBusiness vehiclesTotal
At January 1
Cost$942 $202 $1,144 
Accumulated depreciation (237)(60)(297)
$705 $142 $847 
Opening net book amount $705 $142 $847 
Additions 82 85 167 
Depreciation expense(422)(107)(529)
Closing net book amount $365 $120 $485 
At December 31
Cost$1,024 $287 $1,311 
Accumulated depreciation (659)(167)(826)
$365 $120 $485 
2025
BuildingsBusiness vehiclesTotal
At January 1
Cost$1,024 $287 $1,311 
Accumulated depreciation(659)(167)(826)
$365 $120 $485 
Opening net book amount$365 $120 $485 
Additions620 123 743 
Cost of derecognition— (151)(151)
Derecognized accumulated depreciation— 143 143 
Depreciation expense(439)(122)(561)
Closing net book amount$546 $113 $659 
At December 31
Cost$1,644 $259 $1,903 
Accumulated depreciation(1,098)(146)(1,244)
$546 $113 $659 
D.Lease liabilities relating to lease contracts:
December 31, 2024December 31, 2025
Total lease liabilities$510 $683 
Less: current portion (shown as ‘current lease liabilities’)(402)(444)
$108 $239 
E.The information on profit and loss accounts relating to lease contracts is as follows:
Years ended December 31,
202320242025
Items affecting profit or loss
Interest expense on lease liabilities$15 $18 $16 
Expense on short-term lease contracts352 348 306 
$367 $366 $322 
F.For the years ended December 31, 2023, 2024 and 2025, the Group’s total cash outflow for leases were $802, $891 and $884, respectively, including the interest expense on lease liabilities amounting to $15, $18 and $16, expense on short-term lease contracts amounting to $352, $348 and $306, and repayments of principal portion of lease liabilities amounting to $435, $525 and $562, respectively.
6(8)    Intangible assets
2024
Software
Other
intangible assets
Total
At January 1
Cost $137 $89 $226 
Accumulated amortization(68)(81)(149)
$69 $8 $77 
Opening net book amount $69 $8 $77 
Additions6 — 6 
Cost of disposals(29)(74)(103)
Accumulated amortization on disposals29 74 103 
Amortization charge(46)(5)(51)
Closing net book amount $29 $3 $32 
At December 31
Cost$114 $15 $129 
Accumulated amortization (85)(12)(97)
$29 $3 $32 
2025
GoodwillUnpatented technologySoftwareOther
intangible assets		Total
At January 1
Cost $— $— $114 $15 $129 
Accumulated amortization and impairment— — (85)(12)(97)
$— $— $29 $3 $32 
Opening net book amount $— $— $29 $3 $32 
Acquired from business combinations4,739 1,760 — — 6,499 
Cost of disposals— — (43)(15)(58)
Accumulated amortization on disposals— — 43 15 58 
Amortization charge— (117)(25)(3)(145)
Impairment loss(1,965)— — — (1,965)
Closing net book amount $2,774 $1,643 $4 $— $4,421 
At December 31
Cost $4,739 $1,760 $71 $— $6,570 
Accumulated amortization and impairment(1,965)(117)(67)— (2,149)
$2,774 $1,643 $4 $— $4,421 
Note. Business combinations please refer to Note 6(28) for details.
A.Details of amortization on intangible assets are as follows:
Years ended December 31,
202320242025
Cost of sales and services$— $— $117 
Research and development expenses75 51 28 
$75 $51 $145 
B.Please refer to 6(9) Impairment of non-financial assets for the impairment loss on goodwill.
6(9)    Impairment of non-financial assets
A.The Group recognized impairment loss for the year ended December 31, 2025 was $1,965. Details of such loss is as follow:
Year ended December 31, 2025
Recognized in profit or lossRecognized in other
comprehensive income
Impairment loss on goodwill$1,965 $— 
B.Goodwill is allocated to the Group’s cash‑generating units that are expected to benefit from the acquisition. Management assessed the expected synergies and concluded that they were limited to Wannaby only. Accordingly, the goodwill arising from the acquisition of Wannaby was fully allocated to the Wannaby
cash-generating unit, which represents the smallest identifiable group of assets that generates cash inflows largely independent from other assets or groups of assets.
Subsequent to the acquisition, the Group’s business of serving brand customers in the fashion industries continued to be affected by a challenging macroeconomic environment, including cautious spending and longer decision cycles, the actual growth in Wannaby’s operating revenue was not as expected. Based on the Group’s assessment, an impairment loss of $1,965 was recognized for the goodwill due to the recoverable amount being less than the carrying amount.
The recoverable amount was determined based on value-in-use calculations. These calculations use after-tax cash flow projections based on financial budgets covering a five-year period.
Management determined budgeted gross margin based on past performance and its expectations of market development. The perpetual growth rate applied is 2%, and the discount rate used is 20.2% (pre-tax), reflecting the specific risks associated with the relevant CGU. The value in use of the Wannaby CGU is sensitive to changes in the discount rate. A 0.5% decrease (increase) in the discount rate would increase (decrease) the value in use by approximately $170 ($161), respectively.
Discount rates
Decrease 0.5%
Increase 0.5%
December 31, 2025
Effects on value in use$170 $(161)
6(10)    Financial liabilities at fair value through profit or loss
December 31, 2024December 31, 2025
Financial liabilities designated as at fair value through profit or loss
Non-current items:
Warrant liabilities$1,793 $419 
A.    Amounts recognized in profit or loss in relation to financial liabilities at fair value through profit or loss are as follows:
Years ended December 31,
202320242025
Net gains (losses) recognized in profit or loss
Warrant liabilities$1,641 $(227)$1,374 
Earnout liabilities (Note)— — 158 
$1,641 $(227)$1,532 
The amounts presented above are recognized under “Gains (losses) on financial liabilities at fair value through profit or loss” and included within other gains and losses. See Note 6(21) for further details and reconciliation.
Note: Earnout liabilities please refer to Note 6(28) for details of business combinations.
B.    Warrant liabilities
(a)Each warrants entitles the holder to purchase one Class A Ordinary Share at a price of $11.50 (in dollars) per share.
(b)As of December 31, 2025 there were 20,850 thousand warrants outstanding, consisting of 20,850 thousand Public Warrants, each warrant is exercisable for one Perfect Class A Ordinary Share, in accordance with its terms.
(c)For the year ended December 31, 2025 and 2024, no additional warrants were issued, exercised, forfeited or expired..
(d)Redemption of warrants when the price per Perfect Class A Ordinary Shares equal or exceed $18.00 (in dollars).
Once the warrants become exercisable, the Company may redeem the outstanding warrants:
(i) in whole and not in part (ii) at a price of $0.01 (in dollars) per warrant (iii) upon not less than 30 days’ prior written notice of redemption to each warrant holder (the “30-day redemption period”) and (iv) if, and only if, the last reported sale price of the Perfect Class A Ordinary Shares for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders (which the Company refers to as the “Reference Value”) equals or exceeds $18.00 (in dollars) per share.
(e)Redemption of warrants when the price per Perfect Class A Ordinary Share equals or exceeds $10.00 (in dollars).
Once the warrants become exercisable, the Company may redeem the outstanding warrants:
(i) in whole and not in part (ii) at $0.10 (in dollars) per warrant upon a minimum of 30 days’ prior written notice of redemption (iii) provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of Perfect Class A Ordinary Shares (iv) if, and only if, the Reference Value equals or exceeds $10.00 (in dollars) per share and (v) if the Reference Value is less than $18.00 (in dollars) per share.
6(11)    Other payables
December 31, 2024December 31, 2025
Employee bonus$4,593 $5,325 
Payroll2,441 2,958 
Promotional fees1,496 1,759 
Platform fees969 951 
Professional service fees1,198 756 
Remuneration to directors115 115 
Sales VAT payables204 157 
Post and telecommunications expenses271 291 
Others369 519 
$11,656 $12,831 
6(12)    Provisions
20242025
WarrantyWarranty
At January 1$2,394 $1,899 
Additional provisions581 405 
Used during the year(1,030)(1,254)
Net exchange differences(46)11 
At December 31$1,899 $1,061 
Analysis of total provisions:
December 31, 2024December 31, 2025
Current$1,899 $1,061 
The Group enters into the contracts with customers with warranties on services provided. The warranties (loss indemnification) provide customers with assurance that the related services will function as mutually agreed. Provision for warranty is estimated based on historical warranty data, other known events and management’s judgment. The Group recognizes such expenses within ‘Cost of sales and services’ when related services are provided. Any changes in industry circumstances might affect the provisions. Provisions are settled when the payment is actually claimed.
6(13)    Pensions
A.Defined benefit plan
(a)The Group’s subsidiary, Perfect Mobile Corp. (Taiwan), was incorporated in Taiwan, which has a defined benefit pension plan in accordance with the Labor Standards Act, covering all regular foreign employees’ service years. Under the defined benefit pension plan, two units are accrued for each year of service for the first 15 years and one unit for each additional year thereafter, subject to a maximum of 45 units. Pension benefits are based on the number of units accrued and the average monthly salaries and wages of the last 6 months prior to retirement. Perfect Mobile Corp. (Taiwan) contributes to the retirement fund deposited with Bank of Taiwan, the trustee, under the name of the independent retirement fund committee. Also, Perfect Mobile Corp. (Taiwan) would assess the balance in the aforementioned labor pension reserve account by December 31, every year. If the account balance is insufficient to pay the pension calculated by the aforementioned method to the employees expected to qualify for retirement in the following year, Perfect Mobile Corp. (Taiwan) will fund the deficit by the following March.
(b)The amounts recognized in the balance sheet are as follows:
December 31, 2024December 31, 2025
Present value of defined benefit obligations$(61)$(83)
Fair value of plan assets15 19 
Net defined benefit liability$(46)$(64)
(c)Movements in net defined benefit liability are as follows:
2024
Present value of defined benefit obligationsFair value of plan assetsNet defined benefit liability
At January 1 $(92)$13 $(79)
Current service cost (4)— (4)
Interest (expense) income(1)— (1)
(97)13 (84)
Remeasurements:
Return on plan assets— 1 1 
Change in demographic assumptions5 — 5 
Change in financial assumptions5 — 5 
Experience adjustments20 — 20 
30 1 31 
Pension fund contribution— 2 2 
Net exchange differences6 (1)5 
At December 31$(61)$15 $(46)
2025
Present value of defined benefit obligationsFair value of plan assetsNet defined benefit liability
At January 1$(61)$15 $(46)
Current service cost(1)— (1)
Interest (expense) income(1)— (1)
(63)15 (48)
Remeasurements:
Return on plan assets— 1 1 
Change in demographic assumptions(4)— (4)
Change in financial assumptions(4)— (4)
Experience adjustments(9)— (9)
(17)1 (16)
Pension fund contribution— 2 2 
Net exchange differences(3)1 (2)
At December 31$(83)$19 $(64)
(d)The Bank of Taiwan was commissioned to manage the Fund of Perfect Mobile Corp. (Taiwan)’s defined benefit pension plan in accordance with the Fund’s annual investment and utilization plan and the “Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund” (Article 6: The scope of utilization for the Fund includes deposit in domestic or foreign financial institutions, investment in domestic or foreign listed, over-the-counter, or private placement equity securities, investment in domestic or foreign real estate securitization products, etc.). With regard to the utilization of the Fund, its minimum earnings in the annual distributions on the final financial statements shall be no less than the earnings attainable from the amounts accrued from two-year time deposits with the interest rates offered by local banks. If the earnings is less than aforementioned rates, government shall make payment for the deficit after being authorized by the Regulator. Perfect Mobile Corp. (Taiwan) has no right to participate in managing and operating that fund and hence Perfect
Mobile Corp. (Taiwan) is unable to disclose the classification of plan assets fair value in, accordance with IAS 19 paragraph 142. The composition of fair value of plan assets as of December 31, 2024 and 2025 is given in the Annual Labor Retirement Fund Utilization Report announced by the government.
(e)The principal actuarial assumptions used were as follows:
Years ended December 31,
20242025
Discount rate 1.80 %1.55 %
Future salary increases3.00 %3.00 %
Future mortality rate was estimated based on the 6th Taiwan Standard Ordinary Experience Mortality Table.
Because the main actuarial assumption may change (mainly on discount rate and future salary increase rate), the present value of defined benefit obligation is affected. The analysis was as follows:
Discount rateFuture salary increases
IncreaseDecreaseIncreaseDecrease
0.25%0.25%0.25%0.25%
December 31, 2024
Effect on present value of defined benefit obligation $(3)$4 $4 $(3)
December 31, 2025
Effect on present value of defined benefit obligation$(4)$5 $5 $(4)
The sensitivity analysis above is based on one assumption which changed while the other conditions remain unchanged. In practice, more than one assumption may change all at once. The method of analyzing sensitivity and the method of calculating net pension liability in the balance sheet are the same.
The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the previous period.
(f)Expected contributions to the defined benefit pension plans of Perfect Mobile Corp. (Taiwan) for the year ending December 31, 2026 amount to $7.
(g)As of December 31, 2025, the weighted average duration of the retirement plan is 22 years. The expected timing of the future pension payment was as follows:
Within 1 year$— 
1-5 year(s)— 
Over 5 years118 
$118 
B.Defined contribution plans
(a)Perfect Mobile Corp. (Taiwan) has established a defined contribution pension plan (the “New Plan”) under the Labor Pension Act, covering all regular employees with R.O.C. nationality. Under the New Plan, Perfect Mobile Corp. (Taiwan) contributes monthly an amount based on 6% of the employees’ monthly salaries and wages to the employees’ individual pension accounts at the Bureau of Labor Insurance. The benefits accrued are paid monthly or in lump sum when employees retire.
(b)The pension costs under defined contribution pension plan of Perfect Mobile Corp. (Taiwan) for the years ended December 31, 2023, 2024 and 2025 were $527, $567, and $673, respectively.
(c)The pension costs under local government law of other foreign subsidiaries for the years ended December 31, 2023, 2024 and 2025 were $175, $182, and $180, respectively.
6(14)    Share-based payment
A.Share Incentive Plan
On December 13, 2021, the Board approved and adopted the Share Incentive Plan. On October 25, 2022, the Board has approved and adopted an amendment to the Share Incentive Plan in response to the recapitalization. Going forward one unit option is eligible for one Perfect Ordinary Share. The maximum number of Perfect Ordinary Shares that can be issued upon exercise of all options under the Share Incentive Plan are 5,311 thousand shares.
(a)For the years ended December 31, 2024 and 2025, the Group’s Share Incentive Plan’s terms and condition are as follows:
PlanType of arrangementSettled byMaximum terms of option grantedVesting conditions
Share Incentive PlanEmployee stock optionsEquityFive years
2 years’ service: exercise 50%
3 years’ service: exercise 75%
4 years’ service: exercise 100%
(b)Movements of outstanding options under Share Incentive Plan are as follows:
20242025
No. of options
(units in thousands)		Weighted- average exercise price per share (in dollars)No. of options
(units in thousands)		Weighted- average exercise price per share (in dollars)
Options outstanding at January 14,073 $4.47 3,877 $4.44 
Options granted50 2.21 35 1.84 
Options forfeited(246)4.48 (214)4.50 
Options outstanding at December 31 3,877 4.44 3,698 4.42 
Options exercisable at December 31894 3.95 2,230 4.37 
(c)As of December 31, 2024 and 2025, the range of exercise prices of stock options outstanding were $2.13 ~ $7.20 and $1.84 ~ $7.20 (in dollars) per share, respectively; the weighted-average remaining contractual period was 2.06 ~ 4.98 years and 1.06 ~ 4.33 years, respectively.
(d)The fair value of stock options granted on grant date is measured using the Black-Scholes option-pricing model. Relevant information is as follows:
PlanGrant dateUnits granted
 (in thousands)		Stock price per share
(in dollars)		Exercise price per share
(in dollars)		Expected price volatility (Note ii)Expected option lifeExpected dividendsRisk-free interest rateFair value per unit
(in dollars)
Share Incentive Plan2022.01.21 (Note i)2,143$5.39$3.9553.75%3.880.00%1.46%$2.7637
2023.01.0387.207.2064.85%3.870.00%4.07%3.7198
2023.05.232,2604.934.9369.15%3.880.00%3.90%2.6615
2023.08.2174.003.91670.65%3.880.00%4.64%2.2411
2023.11.0252.432.4370.37%3.880.00%4.77%1.3487
2024.05.2752.132.1372.67%3.880.00%4.65%1.2069
2024.12.23452.262.2274.64%3.870.00%4.46%1.3100
2025.05.01351.841.8479.57%3.880.00%3.77%1.0973
Note i: Stock price, exercise price and fair value of stock option granted on January 21, 2022 were adjusted in connection with the recapitalization. All amounts in the table are presented on a consistent adjusted basis.
Note ii: Expected price volatility is estimated based on the daily historical stock price fluctuation data of the Company and guideline companies of the last five years before the grant date.
B.Expenses incurred on share-based payment transactions are shown below:
Years ended December 31,
202320242025
Equity settled$3,268 $2,774 $1,410 
C.In 2022, the Group has service agreements with its Board of Directors to grant them awards of the Company’s Ordinary Shares at a fixed monetary value. In the future, the Group may compensate directors either entirely in cash or partially in cash and partially in equity.
D.Shareholder Earnout
In connection with the merger transaction in 2022, the Company executed additional capitalization by way of the potential issuance of Earnout Shares for Perfect shareholders. In accordance with Shareholder Earnout terms and conditions contemplated by the business combination agreement, 3,000 thousand, 3,000 thousand and 4,000 thousand of the Shareholder Earnout Shares are issuable if over any 20 trading days within any 30-trading-day period during the Earnout Period when the daily volume-weighted average price of the Perfect Class A Ordinary Shares is greater than or equal to $11.50 (in dollars), $13.00 (in dollars) and $14.50 (in dollars), respectively. None of these conditions had been met in the period up through December 31, 2025.
Shareholder Earnout Shares are considered a potential contingent payment agreement with Shareholders, based on a market condition without link to service. The expense related to these instruments was previously recorded in connection with the merger in 2022.
E.Sponsor Earnout
In connection with the business combination agreement, the Company entered into a Sponsor Letter Agreement pursuant to which it agreed to issue Earnout shares to the Sponsors. Subject to the terms and conditions contemplated by the Sponsor Letter Agreement, upon the occurrence of specific Sponsor
Earnout Event (as defined below) from October 28, 2022 to October 28, 2027 (“Earnout Period”), Perfect will issue Perfect Class A Ordinary Shares of up to 1,175,624 Class A Ordinary Shares(the “Sponsor Earnout Promote Shares”) to Sponsor, with (a) 50% of the Sponsor Earnout Promote Shares issuable if over any 20 trading days within any 30-trading-day period during the Earnout Period the daily volume-weighted average price of the Perfect Class A Ordinary Shares is greater than or equal to $11.50 (in dollars), and (b) 50% of the Sponsor Earnout Promote Shares issuable if over any twenty (20) trading days within any 30-trading-day period during the Earnout Period the daily volume-weighted average price of the Perfect Class A Ordinary Shares is greater than or equal to $13.00 (in dollars). None of these conditions had been met in the period up through December 31, 2025.
6(15)    Share capital
A.As of December 31, 2025, the Company’s authorized capital is $82,000 consisting of 700,000 thousand shares of Class A Ordinary Shares, 90,000 thousand shares of Class B Ordinary Shares, 30,000 thousand shares of classes reserved and may determine by Board of Directors. The paid-in capital was $10,185, including 85,060 thousand Class A Ordinary Shares after the retirement of 16,388 thousand treasury shares and 27 thousand shares surrendered by a shareholder, and 16,789 thousand Class B Ordinary Shares. All proceeds from shares issued have been collected.
Perfect Class A Ordinary shares
Perfect Class A Ordinary shares have a par value of $0.1 (in dollars). Amounts received above the par value are recorded as share premium. Each holder of Perfect Class A Ordinary shares will be entitled to one vote per share. Class A Ordinary Shares are listed on NYSE under the trading symbol “PERF”.
Perfect Class B Ordinary shares
Perfect Class B Ordinary shares have a par value of $0.1 (in dollars). Perfect Class B Ordinary Shares have the same rights as Perfect Class A Ordinary Shares except for voting and conversion rights. Each Perfect Class B Ordinary Shares is entitled to 10 votes and is convertible into Perfect Class A Ordinary Shares at any time by the holder thereof. Each Class B Ordinary Share is convertible into one Class A Ordinary Share at any time at the option of the holder thereof. The right to convert shall be exercisable by the holder of the Class B Ordinary Share delivering a written notice to the Company that such holder elects to convert a specified number of Class B Ordinary Shares into Class A Ordinary Shares. Each Class B Ordinary Share shall, automatically and immediately, without any further action from the holder thereof, convert into one Class A Ordinary Share when it ceases being beneficially owned by any of the Principals. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances.
B.Movements for the Company’s share capital are as follows:
Perfect Class A Ordinary SharesPerfect Class B Ordinary SharesTotal
NoteShares
(in thousand)		AmountShares
(in thousand)		AmountAmount
At January 1, 2023101,475 $10,147 16,789 $1,679 $11,826 
Shares retired(b)(16,347)(1,634)—— (1,634)
At December 31, 2023(a)85,128 8,513 16,789 1,679 10,192 
Shares retired(b)(68)(7)—— (7)
At December 31, 2024(a)85,060 8,506 16,789 1,679 10,185 
At December 31, 202585,060 $8,506 16,789 $1,679 $10,185 
(a)As of December 31, 2023, the Company’s authorized capital is $82,000 consisting of 700,000 thousand shares of Class A Ordinary Shares, 90,000 thousand shares of Class B Ordinary Shares, 30,000 thousand shares of classes reserved and may determine by Board of Directors. The
paid-in capital was $10,192, consisting of 85,128 thousand Class A Ordinary Shares and 16,789 thousand Class B Ordinary Shares with a par value of $0.1 (in dollars) per share. All proceeds from shares issued have been collected.

As of December 31, 2024, the Company’s authorized capital is $82,000 consisting of 700,000 thousand shares of Class A Ordinary Shares, 90,000 thousand shares of Class B Ordinary Shares, 30,000 thousand shares of classes reserved and may determine by Board of Directors. The paid-in capital was $10,185, consisting of 85,060 thousand Class A Ordinary Shares and 16,789 thousand Class B Ordinary Shares with a par value of $0.1 (in dollars) per share. All proceeds from shares issued have been collected.
(b)On October 26, 2023, the Company completed the retirement of 191 thousand of Class A Ordinary shares. These retired shares were acquired as part of the share repurchase plan announced on May 4, 2023.
On November 29, 2023, a shareholder surrendered 27 thousand of Class A Ordinary shares for personal reason, and those ordinary shares were canceled.
On December 29, 2023, the Company completed the retirement of 16,129 thousand of Class A Ordinary shares. These retired shares were acquired from the tender offer announced on November 27, 2023.
On February 7, 2024, the Company completed the retirement of 68 thousand of Class A Ordinary shares. These retired shares were acquired as part of the share repurchase plan announced on May 4, 2023.
The reconciliation of the capital surplus due to shares repurchased and retired is provided in Note 6(16).
C.Share Repurchase Plan
On May 4, 2023, the Board of Directors approved a share repurchase plan authorizing the Company may repurchase up to $20,000 of its Class A Ordinary shares over the next 12-month period. During this plan, the Company repurchased 259 thousand of Class A Ordinary shares with a total consideration amounting to $1,064. The Company retired 191 thousand shares repurchased from this plan in 2023 and retired the remaining of 68 thousand shares in 2024.
D.Tender Offer
On November 24, 2023, the Board of Directors approved a tender offer, which commenced on November 27, 2023, and withdrawal rights expired on December 26, 2023, to purchase up to 16,129 thousand shares of Class A Ordinary at a price of $3.10 (in dollars) per share for an aggregate purchase price of approximately $50,000. The Company completed the repurchase, and all the purchased shares were retired on December 29, 2023.
6(16)    Capital surplus
Except as required by the Company’s Articles of Incorporation or Cayman’s law, capital surplus shall not be used for any other purpose but covering accumulated deficit. Capital surplus should not be used to cover accumulated deficit unless the legal reserve is insufficient.
The following tables illustrates the detail of capital surplus:
December 31, 2024December 31, 2025
Additional paid-in capital $477,415 $477,415 
Other:  
Employees’ stock option cost 8,204 9,614 
Retirement of treasury shares27,371 27,371 
Subtotal35,575 36,985 
$512,990 $514,400 
6(17)    Accumulated deficits
Under the Company’s Articles of Incorporation, distribution of earnings would be based on the Company’s operating and capital needs.
6(18)    Revenue
Years ended December 31,
202320242025
Revenue from contracts with customers$53,505 $60,202 $69,154 
A.Disaggregation of revenue from contracts with customers
(a)The Group derives revenue from the transfer of goods and services over time and at a point in time in the following geographical regions:
2023United StatesAmericas_ OthersEuropeAsia-PacificOthersTotal
Revenue from external customer contracts$24,992 $4,937 $13,777 $8,553 $1,246 $53,505 
Timing of revenue recognition:
At a point in time$4,380 $1 $1,555 $1,530 $122 $7,588 
Over time20,612 4,936 12,222 7,023 1,124 45,917 
$24,992 $4,937 $13,777 $8,553 $1,246 $53,505 
2024United StatesAmericas_ OthersEuropeAsia-PacificOthersTotal
Revenue from external customer contracts$25,142 $6,669 $16,586 $10,109 $1,696 $60,202 
Timing of revenue recognition:
At a point in time$2,751 $119 $1,116 $1,858 $273 $6,117 
Over time22,391 6,550 15,470 8,251 1,423 54,085 
$25,142 $6,669 $16,586 $10,109 $1,696 $60,202 
2025United StatesAmericas_ OthersEuropeAsia-PacificOthersTotal
Revenue from external customer contracts$25,978 $8,285 $20,284 $12,021 $2,586 $69,154 
Timing of revenue recognition:
At a point in time$3,275 $156 $1,717 $2,250 $89 $7,487 
Over time22,703 8,129 18,567 9,771 2,497 61,667 
$25,978 $8,285 $20,284 $12,021 $2,586 $69,154 
Note. “Americas_Others” includes North and South America, excluding the United States.
(b)Alternatively, the disaggregation of revenue could also be distinct as follows:
Years ended December 31,
202320242025
AR/AI cloud solutions and Subscription$44,755 $53,795 $61,071 
Licensing7,546 5,220 5,308 
Others1,204 1,187 2,775 
$53,505 $60,202 $69,154 
(c)The revenue generated from AR/AI cloud solutions was $18,238, $17,192, and $16,768 for the years ended December 31, 2023, 2024 and 2025, respectively.
B.Contract assets and liabilities
(a)The Group has recognized the following revenue-related contract assets mainly arose from unbilled receivables and contract liabilities mainly arose from sales contracts with receipts from customers in advance. Generally, the contract period is one year, the contract liabilities are reclassified as revenue within the following one year after the balance sheet date.
December 31, 2024December 31, 2025
Contract assets:
Unbilled revenue$977 $968 
Contract liabilities:
Advance sales receipts$17,218 $21,902 
(b)Revenue recognized that was included in the contract liability balance at the beginning of the period
Years ended December 31,
202320242025
Revenue recognized that was included in the contract liability balance at the beginning of the period
Advance sales receipts$12,738 $15,270 $17,161 
(c)Unsatisfied contracts
Aggregate amount of the transaction price allocated to contracts that are partially or fully unsatisfied as of December 31, 2024 and 2025, amounting to $ 26,675 and $ 29,926, respectively. The Group expects that 93% of the transaction price allocated to the unsatisfied contracts as of December 31, 2025, are
expected to be recognized as revenue less than one year. The remaining 7% is expected to be recognized as revenue from 2027 to 2029.
6(19)    Interest income
Years ended December 31,
202320242025
Interest income from bank deposits$4,188 $5,799 $4,592 
Interest income from financial assets at amortized cost5,309 1,898 1,541 
Others1 11 1 
$9,498 $7,708 $6,134 
The nature of interest income from financial assets at amortized cost was time deposits with maturities over three months.
6(20)    Other income
Years ended December 31,
202320242025
Subsidy from government$21 $34 $22 
Others12 21 6 
$33 $55 $28 
6(21)    Other gains and losses
Years ended December 31,
202320242025
Foreign exchange gains (losses)$34 $(89)$(265)
Gains on financial assets at fair value through profit or loss— — 51 
Gains (losses) on financial liabilities at fair value through profit or loss1,641 (227)1,532 
Others— — 1 
$1,675 $(316)$1,319 
Please refer to Note 6(2) for details of gains on financial assets at fair value through profit or loss and Note 6(10) for details of gains (losses) on financial liabilities at fair value through profit or loss.
6(22)    Finance costs
Years ended December 31,
202320242025
Interest expense – lease liabilities$15 $18 $16 

6(23)    Costs and expenses by nature
Years ended December 31,
202320242025
Cost of goods sold$3 $13 $— 
Employee benefit expenses27,956 28,237 31,782 
Platform fees8,708 11,671 13,997 
Promotional fees9,565 11,531 13,649 
Professional service fees6,888 4,748 3,278 
Impairment loss on goodwill— — 1,965 
Insurance expenses2,102 1,417 1,066 
Warranty cost677 581 405 
Depreciation of right-of-use assets441 529 561 
Depreciation of property, plant and equipment197 218 310 
Amortization of intangible assets 75 51 145 
Expected credit losses— 1,373 75 
Others2,553 2,976 3,649 
$59,165 $63,345 $70,882 
Please refer to Note 6(9) for details of impairment loss on goodwill.
6(24)    Employee benefit expenses
Years ended December 31,
202320242025
Wages and salaries$21,263 $21,814 $26,660 
Remuneration to directors553 600 600 
Employee insurance fees1,349 1,409 1,487 
Pension costs707 754 855 
Employee stock options3,268 2,774 1,410 
Other personnel expenses816 886 770 
$27,956 $28,237 $31,782 

6(25)    Income tax
A.Income tax expense
Years ended December 31,
202320242025
Current income tax:
Current tax expense recognized for the current period$144 $1,076 $1,248 
Tax on undistributed surplus earnings— — 73 
Prior year income tax underestimation— 6 242 
Total current tax144 1,082 1,563 
Deferred income tax:   
Origination and reversal of temporary differences(29)(1,817)(469)
Total deferred income tax(29)(1,817)(469)
Income tax expense (benefit)$115 $(735)$1,094 
B.Reconciliation between income tax expense and accounting loss:
Years ended December 31,
202320242025
Tax calculated based on profit (loss) before tax and statutory tax rate (Note i)$(221)$29 $(87)
Effects from items disallowed by tax regulation18 24 54 
Effects from non-deductible offshore income tax6 6 11 
Temporary difference not recognized as deferred income tax assets702 94 389 
Prior year income tax underestimation— 6 242 
Taxable loss not recognized as deferred income tax assets1,732 1,842 925 
Effect from investment tax credits (Note iii)— (357)(480)
Change in assessment of realization of deferred income tax assets (Note ii)(2,139)(2,377)(26)
Tax on undistributed earnings— — 73 
Effects from other states apart from where United States subsidiary registered8 8 8 
Others9 (10)(15)
Income tax (benefit) expense$115 $(735)$1,094 
Note i: As a Cayman Islands corporation, the Company’s domestic statutory income tax rate is 0.0%. Hence, there was no tax impact to the Company. The difference between the Company’s domestic statutory income tax rate and its income tax expense is due to the effect of the tax rates in the other jurisdictions in which the Group operates. The basis for computing the applicable tax rate are the rates applicable in the respective countries where the Group entities operate.
Note ii: The change in assessment of the realization of deferred income tax assets mainly consists of the use of net operating loss (NOL) and temporary difference. These temporary difference mainly consist of unrealized expenses, including stock-based payments, warranty provisions, and unused paid leave. The Taiwan subsidiary began generating profits in 2023 and fully utilized all loss carryforwards by 2024, and it's expected to remain profitable in the foreseeable future.
Note iii: The Taiwan subsidiary is profitable and has utilized part of the investment tax credits.
The following table illustrates the statutory tax rates for significant jurisdictions that the Company operates:
Years ended December 31,
Jurisdictions202320242025
United States (Federal/State)
21%/8.84%
21%/8.84%
21%/8.84%
Japan34.60 %36.86 %34.60 %
Taiwan20 %20 %20 %
C.Amounts of deferred income tax assets or liabilities as a result of temporary differences and tax losses are as follows:
2024
January 1Recognized in profit or lossNet exchange differencesBusiness
Combination		December 31
Deferred income tax assets:
– Temporary differences:
Unrealized expenses$256 $1,820 $(26)$— $2,050 
Allowance for bad debts— 13 — — 13 
Unrealized exchange losses— (14)— — (14)
Others1 (2)(1)— (2)
$257 $1,817 $(27)$— $2,047 
2025
January 1
Recognized in profit or loss
Net exchange differences
Business
Combination		December 31
Deferred income tax assets:  
– Temporary differences:  
Unrealized expenses$2,050 $217 $2 $— $2,269 
Allowance for bad debts13 (12)— — 1 
Unrealized exchange losses(14)2 — — (12)
Others(2)227 — — 225 
$2,047 $434 $2 $— $2,483 
Deferred income tax liabilities:
– Temporary differences:
Unpatented technology$— $35 $— $(523)$(488)
D.Expiration dates of unused taxable losses primarily originating from the losses of U.S. subsidiary, and amounts of unrecognized deferred income tax assets are as follows:
December 31, 2025
Year incurredAmount filed/assessedUnused amountUnrecognized deferred income tax assetsExpiry year
2016$4,867 $4,043 $4,043 2036
20173,601 3,601 3,601 2037
20181,888 1,888 1,888 no expiration
20216,416 6,416 6,416 no expiration
20224,094 4,094 4,094 2027~no expiration
20239,355 9,342 9,342 2028~no expiration
20249,274 9,274 9,274 2029~no expiration
20252,980 2,980 2,980 2030~no expiration
$42,475 $41,638 $41,638 
E.The amounts of deductible temporary difference that are not recognized as deferred income tax assets are as follows:
December 31, 2024December 31, 2025
Deductible temporary differences$769 $7,385 
6(26)    Earnings per share
Year ended December 31, 2023
Amount after taxWeighted average number of ordinary shares outstanding
(shares in thousands)		Earnings per share
(in dollars)
Basic earnings per share
Profit attributable to ordinary shareholders of the parent$5,416 118,024$0.05 
Dilutive earnings per share
Profit attributable to ordinary shareholders of the Group plus assumed conversion of all dilutive potential ordinary shares$5,416 118,024$0.05 
Year ended December 31, 2024
Amount after taxWeighted average number of ordinary shares outstanding
(shares in thousands)		Earnings per share
(in dollars)
Basic earnings per share
Profit attributable to ordinary shareholders of the parent$5,021 101,849$0.05 
Dilutive earnings per share
Profit attributable to ordinary shareholders of the Group plus assumed conversion of all dilutive potential ordinary shares$5,021 101,849$0.05 
Year ended December 31, 2025
Amount after taxWeighted average number of ordinary shares outstanding
(shares in thousands)		Earnings per share
(in dollars)
Basic earnings per share
Profit attributable to ordinary shareholders of the parent$4,643 101,849$0.05 
Dilutive earnings per share
Profit attributable to ordinary shareholders of the Group plus assumed conversion of all dilutive potential ordinary shares$4,643 101,849$0.05 
Note. Warrant liabilities, Employee stock options, Shareholder Earnout and Sponsor Earnout were excluded from the calculation of diluted earnings per share as they are anti-dilutive, given that the fair value of the stocks is lower than the exercise price for the years ended December 31, 2023, 2024 and 2025. As of December 31, 2024 and 2025, the potentially dilutive instruments are as follows:
December 31, 2024December 31, 2025
Potentially dilutive instruments (shares in thousands)
Warrant liabilities20,850 20,850 
Employee stock options3,877 3,698 
Shareholder Earnout10,000 10,000 
Sponsor Earnout1,176 1,176 
35,903 35,724 
6(27)    Changes in liabilities from financing activities
2023
Non-current financial liabilities at fair value through profit or lossLease liabilities (including current portion)Liabilities from financing activities-gross
At January 1$3,207 $338 $3,545 
Changes in cash flow from financing activities— (435)(435)
Change in fair value through profit and loss(1,641)— (1,641)
Changes in other non-cash items – additions— 1,012 1,012 
Changes in other non-cash items – lease modification— (47)(47)
At December 31$1,566 $868 $2,434 
2024
Non-current financial liabilities at fair value through profit or lossLease liabilities (including current portion)Liabilities from financing activities-gross
At January 1$1,566 $868 $2,434 
Changes in cash flow from financing activities— (525)(525)
Change in fair value through profit and loss227 — 227 
Changes in other non-cash items – additions— 167 167 
At December 31$1,793 $510 $2,303 
2025
Non-current financial liabilities at fair value through profit or lossLease liabilities (including current portion)Liabilities from financing activities-gross
At January 1$1,793 $510 $2,303 
Changes in cash flow from financing activities— (562)(562)
Change in fair value through profit and loss(1,374)— (1,374)
Changes in other non-cash items – additions— 743 743 
Changes in other non-cash items – lease modification— (8)(8)
At December 31$419 $683 $1,102 
6(28)    Business combinations
A.On January 7, 2025, the Group acquired 100% of the share capital of Wannaby for $6,473 and obtained the control over Wannaby, a digital company known for its virtual try-on technology and digitalization solutions for the fashion industry. This acquisition enables the Group to expand its offerings into new luxury market segments, including shoes, bags, and apparel.
B.The following table summarizes the consideration paid for Wannaby and the fair values of the assets acquired and liabilities assumes at the acquisition date:
January 7, 2025
Purchase consideration
Cash paid$6,473 
Contingent consideration-Earnout liabilities (Note)158 
6,631 
Fair value of the identifiable assets acquired and liabilities assumed
Cash492 
Accounts receivable221 
Other receivables50 
Other current assets51 
Property, plant and equipment28 
Intangible assets1,760 
Guarantee deposits paid5 
Current contract liabilities(115)
Other payables(77)
Deferred income tax liabilities(523)
Total identifiable net assets1,892 
Goodwill$4,739 
Note. No later than April 30, 2026, the Group shall pay Farfetch, Inc. an earnout based on defined revenue for the year ended December 31, 2025, not exceeding $500. As the defined revenue for the year ended December 31, 2025 was not achieved, the Group determined that no earnout would be payable and therefore reversed the related contingent consideration liability to zero. Please refer to Note 6(10) for details of gains (losses) on financial liabilities at fair value through profit or loss.
Year ended December 31, 2025
Cash and cash equivalent balances acquired$492 
Cash paid(6,473)
Net cash outflow$(5,981)
C.The operating revenue contributed by Wannaby and included in the consolidated statement of comprehensive income since January 7, 2025, was $1,304. Wannaby also incurred a loss before income tax of $1,488 over the same period. Had Wannaby been consolidated as of January 1, 2025, the consolidated statement of comprehensive income would have reflected operating revenue of $69,154 and profit before income tax of $5,703.
D.Please refer to 6(9) Impairment of non-financial assets for the qualitative descriptions of the factors that make up the recognized goodwill.