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| CIK | 1849221 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Perfect Moment Ltd.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 27, 2025 PERFECT MOMENT LTD. (Exact name of registrant as specified in its charter) Delaware 001-41930 86-1437114 (State or other jurisdiction of incorporation) (Commission Fil |
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| August 27, 2025 |
Perfect Moment Announces $6.6 Million in New Financing, Securing Funding for FY26 and Beyond Exhibit 99.1 Perfect Moment Announces $6.6 Million in New Financing, Securing Funding for FY26 and Beyond LONDON, August 27, 2025 — Perfect Moment Ltd. (NYSE American: PMNT) (“Perfect Moment” or the “Company”), the high-performance, luxury skiwear and lifestyle brand that fuses technical excellence with fashion-led designs, today announced the completion of two financing transactions totaling appr |
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| August 27, 2025 |
Exhibit 10.2 PROMISSORY NOTE US$3,389,960.00 Issue Date: August 26, 2025 For value received, Perfect Moment Ltd., a Delaware corporation (referred to as the “Obligor”), promises to pay Max Gottschalk or their assigns (collectively, “Holder”), the principal sum of US$3,389,960.00 (“Principal”), together with interest on the unpaid portion of said Principal amount from the date hereof until paid at |
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| August 27, 2025 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of August 27, 2025 between Perfect Moment Ltd., a Delaware corporation (“Company”), and X3 Higher Moment Fund LLC (the “Investor”). WHEREAS, the Investor wishes to purchase from the Company, and the Company wishes to sell and issue to the Investor, (i) shares of its common stock, par value |
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| August 27, 2025 |
Exhibit 10.1 PROMISSORY NOTE US$1,700,000.00 Issue Date: August 26, 2025 For value received, Perfect Moment Ltd., a Delaware corporation (referred to as the “Obligor”), promises to pay Max Gottschalk and Jane Gottschalk or their assigns (collectively, “Holder”), the principal sum of US$1,700,000.00 (“Principal”), together with interest on the unpaid portion of said Principal amount from the date h |
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| August 27, 2025 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 27 day of August, 2025 by and among Perfect Moment Ltd., a Delaware corporation (the “Company”), and the Investor identified on the signature pages hereto (each, including its successors and assigns, an “Investor,” and collectively, the “Investor”). R E C I T A L S WH |
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| August 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2025 PERFECT MOMENT LTD. (Exact name of registrant as specified in its charter) Delaware 001-41930 86-1437114 (State or other jurisdiction of incorporation) (Commission Fil |
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| August 27, 2025 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN E |
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| August 14, 2025 |
Exhibit 99.1 Perfect Moment Reports Strong Fiscal Q1 2026 Results 51% year-over-year revenue growth and record gross margin of 60.4% Strong margin expansion driven by new revenue streams, enhanced channel mix, and disciplined cost management LONDON – August 14, 2025 – Perfect Moment Ltd. (NYSE American: PMNT) (“Perfect Moment” or the “Company”), the high-performance, luxury skiwear and lifestyle b |
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| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41930 Perfect Moment Ltd. ( |
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| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2025 PERFECT MOMENT LTD. (Exact name of registrant as specified in its charter) Delaware 001-41930 86-1437114 (State or other jurisdiction of incorporation) (Commission Fil |
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| July 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 21, 2025 PERFECT MOMENT LTD. (Exact name of registrant as specified in its charter) Delaware 001-41930 86-1437114 (State or other jurisdiction of incorporation) (Commission File |
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| July 7, 2025 |
Exhibit 99.1 Perfect Moment Opens New European Distribution Hub in the Netherlands as Part of Global Logistics Transformation New Distribution Hub Reduces Touchpoints, Lowers Expenses and Enables Scalable Growth LONDON – July 7, 2025 – Perfect Moment Ltd. (NYSE American: PMNT) (“Perfect Moment” or the “Company”), the high-performance, luxury skiwear and lifestyle brand that fuses technical excelle |
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| July 7, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 7, 2025 PERFECT MOMENT LTD. (Exact name of registrant as specified in its charter) Delaware 001-41930 86-1437114 (State or other jurisdiction of incorporation) (Commission File N |
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| June 30, 2025 |
Exhibit 1.2 |
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| June 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2025 PERFECT MOMENT LTD. (Exact name of registrant as specified in its charter) Delaware 001-41930 86-1437114 (State or other jurisdiction of incorporation) (Commission File |
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| June 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41930 Perfect Moment L |
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| June 30, 2025 |
Perfect Moment Ltd. Announces Pricing of Public Offering Exhibit 99.1 Perfect Moment Ltd. Announces Pricing of Public Offering London, UK – June 26, 2025 – Perfect Moment Ltd. (NYSE American: PMNT) (“Perfect Moment” or the “Company”), the high-performance, luxury skiwear and lifestyle brand that fuses technical excellence with fashion-led designs, today announced the pricing of its underwritten public offering of 10,000,000 shares of its common stock. E |
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| June 30, 2025 |
Underwriting Agreement, dated June 26, 2025, between Perfect Moment Ltd. and ThinkEquity LLC Exhibit 1.1 UNDERWRITING AGREEMENT between PERFECT MOMENT LTD. and THINKEQUITY LLC as Representative of the Several Underwriters PERFECT MOMENT LTD. UNDERWRITING AGREEMENT New York, New York June 26, 2025 ThinkEquity LLC As Representative of the several Underwriters named on Schedule 1 attached hereto 17 State Street, 41st Fl. New York, NY 10004 Ladies and Gentlemen: The undersigned, Perfect Momen |
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| June 30, 2025 |
Exhibit 4.1 Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGH |
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| June 30, 2025 |
The date of this prospectus supplement is June 26, 2025 TABLE OF CONTENTS PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(5) Registration No. 333-285612 PROSPECTUS SUPPLEMENT (to Prospectus dated March 12, 2025) 10,000,000 Shares of Common Stock Perfect Moment Ltd. We are offering 10,000,000 shares of our common stock, $0.0001 par value per share (the “common stock”), at an offering price of $0.30 per share, pursuant to this prospectus supplement and the accompanying base prospectus. Our |
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| June 30, 2025 |
Exhibit 19.1 PERFECT MOMENT LTD. Insider Trading COMPLIANCE POLICY Perfect Moment Ltd., a Delaware corporation (the “Company”) prohibits: ● insider trading in the Company’s securities (“Securities”)1; and ● the unauthorized disclosure of the Company’s confidential information that might enable others to engage in insider trading in the Securities. The Company adopted this Insider Trading Complianc |
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| June 30, 2025 |
Perfect Moment Ltd. Clawback Policy Exhibit 97.1 PERFECT MOMENT LTD. CLAWBACK POLICY 1. Introduction The Board of Directors (the “Board”) of Perfect Moment Ltd. (the “Company”) believes that it is in the best interests of the Company and its stockholders to adopt this Clawback Policy (this “Policy”), which provides for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material |
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| June 26, 2025 |
The date of this prospectus supplement is June , 2025 TABLE OF CONTENTS PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(5) Registration No. 333-285612 The information contained in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these |
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| June 17, 2025 |
Exhibit 99.1 Perfect Moment Reports Preliminary Fiscal Q4 and Full Year Results Company Marks Beginning of Transformation with Structural Changes for Scale LONDON, June 17, 2025 – Perfect Moment Ltd. (NYSE American: PMNT), the high-performance luxury skiwear and lifestyle brand, reported preliminary unaudited financial results for its fiscal fourth quarter and year ended March 31, 2025. Despite br |
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| June 17, 2025 |
Results of Operations and Financial Condition, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2025 PERFECT MOMENT LTD. (Exact name of registrant as specified in its charter) Delaware 001-41930 86-1437114 (State or other jurisdiction of incorporation) (Commission File |
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| June 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2025 PERFECT MOMENT LTD. (Exact name of registrant as specified in its charter) Delaware 001-41930 86-1437114 (State or other jurisdiction of incorporation) (Commission File N |
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| April 2, 2025 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of March 28, 2025, by and between Perfect Moment Ltd., a Delaware corporation (the “Company”), and each individual or entity named on the Schedule of Buyers attached hereto (each such individual or entity, individually, a “Buyer” and all of such individuals or entities, collectively, the “Bu |
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| April 2, 2025 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 28th day of March, 2025 by and among Perfect Moment Ltd., a Delaware corporation (the “Company”), and the investors identified on the signature pages hereto (each, including its successors and assigns, an “Investor,” and collectively, the “Investors”). R E C I T A L S |
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| April 2, 2025 |
Certificate of Designations of 12.00% Series AA Convertible Preferred Stock. Exhibit 3.1 CERTIFICATE OF DESIGNATIONS, PREFERENCES, LIMITATIONS, RESTRICTIONS AND RELATIVE RIGHTS OF SERIES AA PREFERRED STOCK OF PERFECT MOMENT LTD. PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW PERFECT MOMENT LTD., a Delaware corporation (the “Corporation”), in accordance with the provisions of Section 103 of the Delaware General Corporation Law (the “DGCL”) does hereby certi |
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| April 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2025 PERFECT MOMENT LTD. (Exact name of registrant as specified in its charter) Delaware 001-41930 86-1437114 (State or other jurisdiction of incorporation) (Commission File |
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| April 2, 2025 |
Form of Placement Agent Warrant Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| April 2, 2025 |
Placement Agency Agreement, dated March 28, 2025, between the Registrant and the Placement Agent Exhibit 10.3 PLACEMENT AGENCY AGREEMENT March 28, 2025 ThinkEquity LLC 17 State Street, 22nd Floor New York, NY 10004 Ladies and Gentlemen: Introductory. This Placement Agency Agreement the (“Agreement”) sets forth the terms upon which ThinkEquity LLC, (“ThinkEquity” or the “Placement Agent”) shall be engaged by Perfect Moment Ltd., a Delaware corporation (the “Company”), to act as the exclusive P |
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| April 2, 2025 |
Exhibit 99.1 Perfect Moment Announces $6.4 Million Series AA Convertible Preferred Stock Private Placement New Capital Supports Strategic Growth; Company Eliminates All Convertible Debt LONDON—April 1, 2025—Perfect Moment Ltd. (NYSE American: PMNT) (“Perfect Moment” or the “Company”), the high-performance luxury skiwear and lifestyle brand, today announced that it has closed a private placement fi |
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| April 1, 2025 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2025 PERFECT MOMENT LTD. (Exact name of registrant as specified in its charter) Delaware 001-41930 86-1437114 (State or other jurisdiction of incorporation) (Commission File |
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| March 24, 2025 |
Exhibit 99.1 Perfect Moment Wholesale Bookings up 30% for New Autumn/Winter 2025 Luxury Ski & Outerwear Collection LONDON—March 24, 2025—Perfect Moment Ltd. (NYSE American: PMNT), the high-performance, luxury skiwear and lifestyle brand that fuses technical excellence with fashion-led designs, has booked $12.7 million in wholesale preorders for its upcoming Autumn/Winter (AW) 2025 collection. The |
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| March 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2025 PERFECT MOMENT LTD. (Exact name of registrant as specified in its charter) Delaware 001-41930 86-1437114 (State or other jurisdiction of incorporation) (Commission File |
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| March 20, 2025 |
Exhibit 99.1 Perfect Moment and World’s #1 Scotch Whisky, Johnnie Walker, Host Exclusive Après-Ski Experiences in Hokkaido, Japan, and Deer Valley, Utah ● Luxury lifestyle brand, Perfect Moment, and global leader in beverage alcohol, Diageo, debut Johnnie Walker Blue Label Ice Chalet Scotch Whisky at global après-ski events. ● Perfect Moment’s Ice Chalet skiwear line takes center stage, elevating |
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| March 20, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2025 PERFECT MOMENT LTD. (Exact name of registrant as specified in its charter) Delaware 001-41930 86-1437114 (State or other jurisdiction of incorporation) (Commission File |
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| March 17, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2025 PERFECT MOMENT LTD. (Exact name of registrant as specified in its charter) Delaware 001-41930 86-1437114 (State or other jurisdiction of incorporation) (Commission File |
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| March 17, 2025 |
Exhibit 99.1 Perfect Moment Appoints Former Timberland V.P. and General Counsel, Kristine Marvin, as General Counsel LONDON—March 13, 2025—Perfect Moment Ltd. (NYSE American: PMNT), the high-performance, luxury skiwear and lifestyle brand that fuses technical excellence with fashion-led designs, has appointed Kristine Marvin to the new position of general counsel. Marvin brings to Perfect Moment m |
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| March 10, 2025 |
PERFECT MOMENT LTD. 244 5th Ave Ste 1219 New York, NY 10001 PERFECT MOMENT LTD. 244 5th Ave Ste 1219 New York, NY 10001 March 10, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Perfect Moment Ltd. Registration Statement on Form S-3 File No. 333-285612 Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Perfect Moment Ltd. h |
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| March 10, 2025 |
Perfect Moment Plan to Regain Compliance with Continued Listing Standards Accepted by NYSE American Exhibit 99.1 Perfect Moment Plan to Regain Compliance with Continued Listing Standards Accepted by NYSE American LONDON–March 10, 2025–Perfect Moment Ltd. (NYSE American: PMNT), the high-performance, luxury skiwear and lifestyle brand that fuses technical excellence with fashion-led designs, has received notice of acceptance from the NYSE American of the company’s plan to regain compliance with th |
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| March 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2025 PERFECT MOMENT LTD. (Exact name of registrant as specified in its charter) Delaware 001-41930 86-1437114 (State or other jurisdiction of incorporation) (Commission File |
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| March 10, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2025 PERFECT MOMENT LTD. (Exact name of registrant as specified in its charter) Delaware 001-41930 86-1437114 (State or other jurisdiction of incorporation) (Commission File |
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| March 10, 2025 |
Perfect Moment Makes Key New Production Hires to Support Growth in Luxury Outerwear Exhibit 99.1 Perfect Moment Makes Key New Production Hires to Support Growth in Luxury Outerwear LONDON—March 4, 2025—Perfect Moment Ltd. (NYSE American: PMNT), the high-performance, luxury skiwear and lifestyle brand that fuses technical excellence with fashion-led designs, has expanded its product development and production team with the appointment of three seasoned professionals. The appointme |
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| March 6, 2025 |
Form of Subordinated Indenture EXHIBIT 4.14 PERFECT MOMENT LTD. Issuer AND [], Trustee INDENTURE Dated as of [] Subordinated Debt Securities TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 SECTION 1.1 DEFINITIONS OF TERMS 1 ARTICLE II ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 SECTION 2.1 DESIGNATION AND TERMS OF SECURITIES 5 SECTION 2.2 FORM OF SECURITIES AND TRUSTEE’S CERTIFICATE 7 SECTION |
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| March 6, 2025 |
As filed with the Securities and Exchange Commission on March 6, 2025 As filed with the Securities and Exchange Commission on March 6, 2025 Registration No. |
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| March 6, 2025 |
EXHIBIT 4.13 PERFECT MOMENT LTD. Issuer AND [], Trustee INDENTURE Dated as of [] Senior Debt Securities Page ARTICLE I DEFINITIONS 1 SECTION 1.1 DEFINITIONS OF TERMS 1 ARTICLE II ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 SECTION 2.1 DESIGNATION AND TERMS OF SECURITIES 5 SECTION 2.2 FORM OF SECURITIES AND TRUSTEE’S CERTIFICATE 7 SECTION 2.3 DENOMINATIONS: PROVI |
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| March 6, 2025 |
Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Perfect Moment Ltd. |
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| March 3, 2025 |
Perfect Moment Co-Founder and Chairman Purchases 51,000 Shares of Company Stock in the Open Market Exhibit 99.1 Perfect Moment Co-Founder and Chairman Purchases 51,000 Shares of Company Stock in the Open Market LONDON—February 26, 2025—Perfect Moment Ltd. (NYSE American: PMNT), the high-performance, luxury skiwear and lifestyle brand that fuses technical excellence with fashion-led designs, reported that its co-founder and chairman, Max Gottschalk, has increased his ownership in the company thr |
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| March 3, 2025 |
Perfect Moment to Attend the 37th Annual ROTH Conference, March 17-18, 2025 Exhibit 99.2 Perfect Moment to Attend the 37th Annual ROTH Conference, March 17-18, 2025 LONDON—February 28, 2025—Perfect Moment Ltd. (NYSE American: PMNT), the high-performance, luxury skiwear and lifestyle brand that fuses technical excellence with fashion-led designs, has been invited to attend the 37th Annual ROTH Conference being held at The Laguna Cliffs Marriott in Dana Point, California, o |
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| March 3, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2025 PERFECT MOMENT LTD. (Exact name of registrant as specified in its charter) Delaware 001-41930 86-1437114 (State or other jurisdiction of incorporation) (Commission F |
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| February 20, 2025 |
Perfect Moment Expands Accessories Line with Puffer Tote Bags and Sunglasses Exhibit 99.2 Perfect Moment Expands Accessories Line with Puffer Tote Bags and Sunglasses LONDON—February 14, 2025—Perfect Moment Ltd. (NYSE American: PMNT), the high-performance, luxury skiwear and lifestyle brand that fuses technical excellence with fashion-led designs, has officially launched its new puffer tote bag and sunglass collection. The puffer bag collection was inspired by the intuitiv |
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| February 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2025 PERFECT MOMENT LTD. (Exact name of registrant as specified in its charter) Delaware 001-41930 86-1437114 (State or other jurisdiction of incorporation) (Commission F |
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| February 20, 2025 |
Perfect Moment Reports Fiscal Q3 2025 Results Exhibit 99.1 Perfect Moment Reports Fiscal Q3 2025 Results LONDON—February 14, 2025—Perfect Moment Ltd. (NYSE American: PMNT), the high-performance, luxury skiwear and lifestyle brand that fuses technical excellence with fashion-led designs, reported results for its fiscal third quarter 2025 ended December 31, 2024. All financial comparisons are to the same year-ago quarter unless otherwise noted. |
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| February 14, 2025 |
Business Loan and Security Agreement dated November 24, 2024 Exhibit 10.3 |
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| February 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41930 Perfect Moment Lt |
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| February 6, 2025 |
Employment Agreement between Perfect Moment (UK) Limited and Chath Weerasinghe Exhibit 10.2 |
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| February 6, 2025 |
Amendment to Contract of Employment between Perfect Moment (UK) Limited and Jane Gottschalk Exhibit 10.4 AMENDMENT TO Contract of EMPLOYMENT This Amendment to Contract of Employment (the “Amendment”), dated as of February 3, 2025 (the “Effective Date”), between Perfect Moment, Ltd., a Delaware corporation (the “Company”) and Jane Gottschalk (the “Executive”) amends the Contract of Employment, dated as of September 7, 2022 (“Contract”), between the Company and the Executive as follows: 1. |
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| February 6, 2025 |
Perfect Moment Taps Canada Goose Executives to Drive Growth in The Luxury Outerwear Market Exhibit 99.1 Perfect Moment Taps Canada Goose Executives to Drive Growth in The Luxury Outerwear Market LONDON—February 03, 2025—Perfect Moment Ltd. (NYSE American: PMNT), the global luxury outerwear and activewear brand, has made significant leadership changes designed to strengthen its management team and accelerate its next phase of growth. Chath Weerasinghe, a senior executive at Canada Goose |
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| February 6, 2025 |
Restricted Stock Unit Agreement dated February 3, 2025, between the Company and Chath Weerasinghe Exhibit 10.3 PERFECT MOMENT LTD. 2021 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT NOTICE OF RESTRICTED STOCK UNIT GRANT Unless otherwise defined herein, the terms defined in the Perfect Moment Ltd. 2021 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement which includes the Notice of Restricted Stock Unit Grant (the “Notice of Gra |
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| February 6, 2025 |
Consulting Agreement between Perfect Moment (UK) Limited and Vittorio Giacomelli Exhibit 10.1 |
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| February 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2025 PERFECT MOMENT LTD. (Exact name of registrant as specified in its charter) Delaware 001-41930 86-1437114 (State or other jurisdiction of incorporation) (Commission Fi |
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| January 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 15, 2025 PERFECT MOMENT LTD. (Exact name of registrant as specified in its charter) Delaware 001-41930 86-1437114 (State or other jurisdiction of incorporation) (Commission Fi |
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| January 16, 2025 |
Perfect Moment Expands Global Reach with New Leading Luxury Brand Sales Agencies in Europe Exhibit 99.1 Perfect Moment Expands Global Reach with New Leading Luxury Brand Sales Agencies in Europe LONDON—January 15, 2025—Perfect Moment Ltd. (NYSE American: PMNT), the high-performance, luxury skiwear and lifestyle brand that fuses technical excellence with fashion-led designs, has partnered with two globally renowned sales agencies to elevate brand awareness and drive sales growth in key m |
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| January 8, 2025 |
Exhibit 99.1 Perfect Moment Expands Global Market for its Luxury Ski and Lifestyle Brand with New Sales Agencies in Southern Europe and Japan ● Top-tier sales agencies to grow brand presence across key markets, including Europe and Asia. ● New agency-led brand campaigns to support upcoming Winter Olympics collaborations. ● Agencies bring decades of regional expertise for further expanding Perfect |
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| January 8, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 6, 2025 PERFECT MOMENT LTD. (Exact name of registrant as specified in its charter) Delaware 001-41930 86-1437114 (State or other jurisdiction of incorporation) (Commission Fil |
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| December 17, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2024 PERFECT MOMENT LTD. (Exact name of registrant as specified in its charter) Delaware 001-41930 86-1437114 (State or other jurisdiction of incorporation) (Commission F |
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| December 16, 2024 |
Exhibit 2.3 PERFECT MOMENT LTD. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF 8.00% SERIES A CONVERTIBLE CUMULATIVE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW PERFECT MOMENT LTD., a Delaware corporation (the “Corporation”), in accordance with the provisions of Section 103 of the Delaware General Corporation Law (the “DGCL”) does hereby ce |
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| December 16, 2024 |
PERFECT MOMENT LTD. [FORM OF] WARRANT TO PURCHASE COMMON STOCK Exhibit 3.10 PERFECT MOMENT LTD. [FORM OF] WARRANT TO PURCHASE COMMON STOCK Warrant No.: Date of Issuance: Perfect Moment Ltd., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, , the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set |
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| December 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A REGULATION A OFFERING STATEMENT UNDER THE SECURITIES ACT OF 1933 Perfect Moment Ltd. (Exact name of registrant as specified in its charter) Delaware 2300 86-143711 (State or other jurisdiction of incorporation) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 244 5th Ave |
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| December 16, 2024 |
Exhibit 4.1 PUBLIC OFFERING SUBSCRIPTION AGREEMENT Units of Series A Preferred Stock and Warrants to Purchase Common Stock of Perfect Moment Ltd. This Subscription Agreement relates to my/our agreement to purchase units, with each unit consisting of one (1) share of 8.00% Series A Convertible Cumulative Preferred Stock, par value $0.001 per share and a warrant to purchase one (1) share of common s |
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| December 16, 2024 |
Exhibit 1.1 |
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| December 16, 2024 |
Exhibit 6.31 |
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| December 16, 2024 |
Exhibit 4.2 |
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| December 16, 2024 |
Consent of Independent Registered Public Accounting Firm Exhibit 11.1 Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation in the foregoing Registration A Offering Statement of Perfect Moment Ltd. of our report dated July 1, 2024 relating to their consolidated financial statements as of March 31, 2024 and 2023 and for the fiscal years then ended, respectively, (which report include an explanatory paragraph rela |
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| December 16, 2024 |
Licence Agreement dated January 10, 2024 Exhibit 6.32 |
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| December 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2024 PERFECT MOMENT LTD. (Exact name of registrant as specified in its charter) Delaware 001-41930 86-1437114 (State or other jurisdiction of incorporation) (Commission Fi |
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| December 12, 2024 |
Form of Convertible Secured Note Purchase Agreement dated December 6, 2024 Exhibit 10.1 CONVERTIBLE SECURED NOTE PURCHASE AGREEMENT THIS CONVERTIBLE SECURED Note Purchase Agreement (this “Agreement”) is made as of December 6, 2024 (the “Effective Date”) by and between Perfect Moment Ltd., a Delaware corporation (the “Company”), and (the “Investor” together with the Company the “Parties”) RECITALS A. The Parties are executing and delivering this Agreement in reliance upon |
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| December 12, 2024 |
Form of Convertible Secured Note dated December 6, 2024 Exhibit 10.2 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSU |
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| November 15, 2024 |
Results of Operations and Financial Condition, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2024 PERFECT MOMENT LTD. (Exact name of registrant as specified in its charter) Delaware 001-41930 86-1437114 (State or other jurisdiction of incorporation) (Commission F |
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| November 15, 2024 |
Perfect Moment Reports Fiscal Q2 2025 Results Exhibit 99.1 Perfect Moment Reports Fiscal Q2 2025 Results LONDON, November 14, 2024—(BUSINESS WIRE)—Perfect Moment Ltd. (NYSE American: PMNT), the high-performance, luxury skiwear and lifestyle brand that fuses technical excellence with fashion-led designs, has reported results for the fiscal second quarter ended September 30, 2024. All financial comparisons are to the same year ago quarter unles |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41930 Perfect Moment L |
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| November 14, 2024 |
Standard Merchant Cash Advance Agreement dated September 25, 2024 Exhibit 10.3 |
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| November 14, 2024 |
Subordinated Business Loan and Security Agreement dated October 23, 2024 Exhibit 10.5 |
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| November 14, 2024 |
PMNT / Perfect Moment Ltd. / Tompkins Mark N. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Perfect Moment Ltd. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 713715 100 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh |
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| November 14, 2024 |
Subordinated Business Loan and Security Agreement dated October 2, 2024 Exhibit 10.4 |
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| August 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 23, 2024 PERFECT MOMENT LTD. (Exact name of registrant as specified in its charter) Delaware 001-41930 86-1437114 (State or other jurisdiction of incorporation) (Commission Fil |
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| August 29, 2024 |
Subordinated Business Loan and Security Agreement dated August 23, 2024 Exhibit 10.2 SUBORDINATED BUSINESS LOAN AND SECURITY AGREEMENT THIS SUBORDINATED BUSINESS LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this “Agreement”) dated as of August 23, 2024 (the “Effective Date”) among Agile Capital Funding, LLC as collateral agent (in such capacity, together with its successors and assigns in such capacity |
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| August 29, 2024 |
Subordinated Business Loan and Security Agreement dated July 25, 2024 Exhibit 10.1 SUBORDINATED BUSINESS LOAN AND SECURITY AGREEMENT THIS SUBORDINATED BUSINESS LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this “Agreement”) dated as of July 25, 2024 (the “Effective Date”) among Agile Capital Funding, LLC as collateral agent (in such capacity, together with its successors and assigns in such capacity, |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41930 Perfect Moment Ltd. ( |
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| August 14, 2024 |
Perfect Moment Reports Fiscal Q1 2025 Results Exhibit 99.1 Perfect Moment Reports Fiscal Q1 2025 Results LONDON, August 14, 2024—(BUSINESS WIRE)—Perfect Moment Ltd. (NYSE American: PMNT), the high-performance, luxury skiwear and lifestyle brand that fuses technical excellence with fashion-led designs, has reported results for the fiscal first quarter ended June 30, 2024. All financial comparisons are to the same year ago quarter unless otherw |
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| August 14, 2024 |
Results of Operations and Financial Condition, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2024 PERFECT MOMENT LTD. (Exact name of registrant as specified in its charter) Delaware 001-41930 86-1437114 (State or other jurisdiction of incorporation) (Commission Fil |
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| July 15, 2024 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2024 PERFECT MOMENT LTD. (Exact name of registrant as specified in its charter) Delaware 001-41930 86-1437114 (State or other jurisdiction of incorporation) (Commission File |
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| July 15, 2024 |
Exhibit 99.1 |
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| July 1, 2024 |
Perfect Moment Reports Fiscal 2024 Results Exhibit 99.1 Perfect Moment Reports Fiscal 2024 Results ● Fiscal 2024 net revenue increased to a record $24.4 million, driven by eCommerce sales up 21% to record $10.4 million and reflecting growing brand awareness generated by major media wins. ● Strengthened balance sheet from NYSE American IPO enabling accelerated marketing, strategic product line expansion and other growth initiatives. ● Total |
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| July 1, 2024 |
Results of Operations and Financial Condition, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2024 PERFECT MOMENT LTD. (Exact name of registrant as specified in its charter) Delaware 001-41930 86-1437114 (State or other jurisdiction of incorporation) (Commission File N |
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| July 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41930 Perfect Moment L |
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| July 1, 2024 |
Perfect Moment Ltd. Clawback Policy Exhibit 97.1 PERFECT MOMENT LTD. CLAWBACK POLICY 1. Introduction The Board of Directors (the “Board”) of Perfect Moment Ltd. (the “Company”) believes that it is in the best interests of the Company and its stockholders to adopt this Clawback Policy (this “Policy”), which provides for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material |
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| April 15, 2024 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 15, 2024 PERFECT MOMENT LTD. (Exact name of registrant as specified in its charter) Delaware 001-41930 86-1437114 (State or other jurisdiction of incorporation) (Commission File |
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| April 15, 2024 |
Exhibit 99.1 |
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| March 26, 2024 |
DRAFT 3-24-24g - CONFIDENTIAL - Perfect Moment Reports Fiscal Q3 2024 Results Exhibit 99.1 DRAFT 3-24-24g - CONFIDENTIAL - Perfect Moment Reports Fiscal Q3 2024 Results ● Fiscal Q3 net income of $1.2 million, or $0.23 per basic share and $0.08 per diluted share, driven by ecommerce sales up 23% to record $3.8 million. ● Record fiscal nine-month revenue at $19.6 million, reflecting growing brand awareness generated by major media wins. ● Strengthened balance sheet from recen |
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| March 26, 2024 |
Results of Operations and Financial Condition, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2024 PERFECT MOMENT LTD. (Exact name of registrant as specified in its charter) Delaware 001-41930 86-1437114 (State or other jurisdiction of incorporation) (Commission File |
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| March 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41930 Perfect Moment Lt |
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| February 23, 2024 |
As filed with the Securities and Exchange Commission on February 23, 2024 As filed with the Securities and Exchange Commission on February 23, 2024 Registration No. |
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| February 23, 2024 |
Perfect Moment Ltd. Enterprise Management Incentive Share Option Agreement with Negin Yeganegy Exhibit 99.3 Perfect Moment Ltd. ENTERPRISE MANAGEMENT INCENTIVE SHARE OPTION AGREEMENT This Enterprise Management Incentive Share Option Agreement (this “Agreement”) is executed and delivered as a deed as of the Date of Grant specified herein, by and between Perfect Moment Ltd. a Delaware corporation (“PM” or the “Company”), and Negin Yeganegy of [***] (“the Participant”). The Participant and PM |
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| February 23, 2024 |
Exhibit 99.4 Set forth below are excerpts from the Settlement Agreement, dated October 26, 2022, by and between Perfect Moment UK Limited and Negin Yeganegy, relating to the Perfect Moment Ltd. Enterprise Management Incentive Share Option Agreement with Negin Yeganegy. Appearing on or about page 1: BETWEEN: (1) PERFECT MOMENT UK LIMITED whose registered office is at Larch House, Parklands Business |
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| February 23, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Perfect Moment Ltd. |
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| February 20, 2024 |
Joint Filing Agreement, dated February 20, 2024. EX-99.6 3 ea0200305ex99-6perfect.htm JOINT FILING AGREEMENT, DATED FEBRUARY 20, 2024 Exhibit 6 AGREEMENT JOINT FILING OF SCHEDULE 13D The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting each of the undersigned’s ownership of securities of Perfect Moment Ltd., and hereby affirm that such Schedule 13D is b |
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| February 20, 2024 |
EX-99.3 2 ea0200305ex99-3perfect.htm STOCK OPTION AGREEMENT, DATED AUGUST 24, 2021, BY AND BETWEEN PERFECT MOMENT LTD. AND JANE GOTTSCHALK Exhibit 3 PERFECT MOMENT LTD. 2021 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT NOTICE OF STOCK OPTION GRANT Unless otherwise defined herein, the terms defined in the Perfect Moment Ltd. 2021 Equity Incentive Plan (the “Plan”) will have the same defined meaning |
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| February 20, 2024 |
PMNT / Perfect Moment Ltd. / Gottschalk Max - SCHEDULE 13D Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. )* Perfect Moment Ltd. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 713715 100 (CUSIP Number) Max Gottschalk c/o Perfect Momen |
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| February 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): February 7, 2024 PERFECT MOMENT LTD. (Exact Name of Registrant as Specified in Charter) 001-41930 (Commission File Number) Delaware 86-1437114 (State or Other Jurisdiction of Incorpor |
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| February 13, 2024 |
Perfect Moment Announces Pricing of Initial Public Offering Exhibit 99.1 Perfect Moment Announces Pricing of Initial Public Offering LONDON, February 7, 2024 — Perfect Moment Ltd. (“Perfect Moment”) (NYSE American: PMNT), a luxury lifestyle brand that combines fashion and technical performance for its ranges of skiwear, outerwear, swimwear and activewear, today announced the pricing of its initial public offering of 1,334,000 shares of its common stock at |
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| February 13, 2024 |
Amended and Restated Certificate of Incorporation of the Company Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PERFECT MOMENT LTD. Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware, Perfect Moment Ltd. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, as amended (the “DGCL”), DOES HEREBY CERTIFY: 1. The name of the Corporation is Perfect |
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| February 13, 2024 |
Underwriting Agreement, dated February 7, 2024, by and between the Company and ThinkEquity LLC Exhibit 1.1 UNDERWRITING AGREEMENT between PERFECT MOMENT LTD. and THINKEQUITY LLC as Representative of the Several Underwriters PERFECT MOMENT LTD. UNDERWRITING AGREEMENT New York, New York February 7, 2024 ThinkEquity LLC As Representative of the several Underwriters named on Schedule 1 attached hereto 17 State Street, 41st Fl. New York, NY 10004 Ladies and Gentlemen: The undersigned, Perfect Mo |
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| February 13, 2024 |
Amended and Restated Bylaws of the Company Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF PERFECT MOMENT LTD. Article I - CORPORATE OFFICES 1.1 REGISTERED OFFICE. The registered office of Perfect Moment Ltd. (the “Corporation”) shall be fixed in the Corporation’s certificate of incorporation, as the same may be amended from time to time (the “certificate of incorporation”). 1.2 OTHER OFFICES. The Corporation’s board of directors (the “Board”) |
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| February 13, 2024 |
Perfect Moment Announces Closing of Initial Public Offering Exhibit 99.2 Perfect Moment Announces Closing of Initial Public Offering LONDON, February 12, 2024 – Perfect Moment Ltd. (“Perfect Moment”) (NYSE American: PMNT), a luxury lifestyle brand that combines fashion and technical performance for its ranges of skiwear, outerwear, swimwear and activewear, today announced the closing of its initial public offering of 1,334,000 shares of its common stock at |
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| February 9, 2024 |
Prospectus dated February 7, 2024 TABLE OF CONTENTS PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-274913 1,334,000 Shares Common Stock Perfect Moment Ltd. This is an initial public offering of shares of common stock of Perfect Moment Ltd. We are offering 1,334,000 shares of our common stock. Prior to this offering, there has been no public market for our common stock. The initial public offering price per share of our common stoc |
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| February 5, 2024 |
PERFECT MOMENT LTD. 307 Canalot Studios 222 Kensal Road London W10 5BN United Kingdom PERFECT MOMENT LTD. 307 Canalot Studios 222 Kensal Road London W10 5BN United Kingdom February 5, 2024 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Attention: Heather Clark Kevin Stertzel Jennifer Angelini Jay Ingram RE: Perfect Moment Ltd. Registration Statement on Form S-1, as amended File No. 333-274913 |
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| February 5, 2024 |
PERFECT MOMENT LTD. 307 Canalot Studios 222 Kensal Road London W10 5BN United Kingdom PERFECT MOMENT LTD. 307 Canalot Studios 222 Kensal Road London W10 5BN United Kingdom February 5, 2024 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Attention: Heather Clark Kevin Stertzel Jennifer Angelini Jay Ingram RE: Perfect Moment Ltd. Registration Statement on Form S-1, as amended File No. 333-274913 |
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| February 5, 2024 |
February 5, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| February 5, 2024 |
February 5, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| February 2, 2024 |
February 2, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| February 2, 2024 |
PERFECT MOMENT LTD. 307 Canalot Studios 222 Kensal Road London W10 5BN United Kingdom PERFECT MOMENT LTD. 307 Canalot Studios 222 Kensal Road London W10 5BN United Kingdom February 2, 2024 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Attention: Heather Clark Kevin Stertzel Jennifer Angelini Jay Ingram RE: Perfect Moment Ltd. Registration Statement on Form S-1, as amended File No. 333-274913 |
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| February 1, 2024 |
February 1, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| February 1, 2024 |
PERFECT MOMENT LTD. 307 Canalot Studios 222 Kensal Road London W10 5BN United Kingdom PERFECT MOMENT LTD. 307 Canalot Studios 222 Kensal Road London W10 5BN United Kingdom February 1, 2024 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Attention: Heather Clark Kevin Stertzel Jennifer Angelini Jay Ingram RE: Perfect Moment Ltd. Registration Statement on Form S-1, as amended File No. 333-274913 |
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| February 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A (Amendment No. 1) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 PERFECT MOMENT LTD. (Exact name of registrant as specified in its charter) Delaware 86-1437114 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Id |
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| January 30, 2024 |
January 30, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| January 30, 2024 |
PERFECT MOMENT LTD. 307 Canalot Studios 222 Kensal Road London W10 5BN United Kingdom PERFECT MOMENT LTD. 307 Canalot Studios 222 Kensal Road London W10 5BN United Kingdom January 30, 2024 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Attention: Heather Clark Kevin Stertzel Jennifer Angelini Jay Ingram RE: Perfect Moment Ltd. Registration Statement on Form S-1, as amended File No. 333-274913 |
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| January 26, 2024 |
As filed with the Securities and Exchange Commission on January 26, 2024 As filed with the Securities and Exchange Commission on January 26, 2024 Registration No. |
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| January 26, 2024 |
Exhibit 10.44 Share Registration Agreement To: Mark Tompkins Ian Jacobs Darius Fouladi Montrose Capital Partners Limited This Agreement is entered into on January 25, 2024, by and between Perfect Moment Ltd., a Delaware corporation (the “Company”) on the one side, and Mark Tompkins, Ian Jacobs, Darius Fouladi and Montrose Capital Partners Limited (collectively, the “Montrose Group”) on the other s |
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| January 26, 2024 |
Form of Underwriting Agreement Exhibit 1.1 UNDERWRITING AGREEMENT between PERFECT MOMENT LTD. and THINKEQUITY LLC as Representative of the Several Underwriters PERFECT MOMENT LTD. UNDERWRITING AGREEMENT New York, New York [●], 2024 ThinkEquity LLC As Representative of the several Underwriters named on Schedule 1 attached hereto 17 State Street, 41st Fl. New York, NY 10004 Ladies and Gentlemen: The undersigned, Perfect Moment Lt |
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| January 26, 2024 |
Amendment No. 1 to 2021 Equity Incentive Plan Exhibit 10.10 Amendment No. 1 to the Perfect Moment Ltd. 2021 Equity Incentive Plan This Amendment No. 1 (this “Amendment”) to the Perfect Moment Ltd. 2021 Equity Incentive Plan (the “Plan”) is made and entered into as of January 25, 2024 (the “Effective Date”), pursuant to Section 19 of the Plan. Unless the context clearly requires the contrary, capitalized terms used herein and not otherwise def |
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| January 26, 2024 |
Exhibit 10.45 Lock-Up Agreement October 18, 2023 ThinkEquity LLC 17 State Street, 41st Floor New York, NY 10004 As Representative of the several Underwriters named on Schedule 1 to the Underwriting Agreement referenced below Ladies and Gentlemen: The undersigned understands that ThinkEquity LLC (the “Representative”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) |
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| January 24, 2024 |
January 24, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| January 24, 2024 |
PERFECT MOMENT LTD. 307 Canalot Studios 222 Kensal Road London W10 5BN United Kingdom PERFECT MOMENT LTD. 307 Canalot Studios 222 Kensal Road London W10 5BN United Kingdom January 24, 2024 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Attention: Heather Clark Kevin Stertzel Jennifer Angelini Jay Ingram RE: Perfect Moment Ltd. Registration Statement on Form S-1, as amended File No. 333-274913 |
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| January 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 PERFECT MOMENT LTD. (Exact name of registrant as specified in its charter) Delaware 86-1437114 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 30 |
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| January 22, 2024 |
January 22, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| January 22, 2024 |
PERFECT MOMENT LTD. 307 Canalot Studios 222 Kensal Road London W10 5BN United Kingdom PERFECT MOMENT LTD. 307 Canalot Studios 222 Kensal Road London W10 5BN United Kingdom January 22, 2024 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Attention: Heather Clark Kevin Stertzel Jennifer Angelini Jay Ingram RE: Perfect Moment Ltd. Registration Statement on Form S-1, as amended File No. 333-274913 |
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| January 22, 2024 |
Amendment No. 1 to Employment Agreement between Perfect Moment Ltd. and Jeff Clayborne Exhibit 10.3 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT This Amendment No. 1 to Employment Agreement (the “Amendment”) is made and entered into as of January , 2024 (the “Effective Date”) by and between Jeff Clayborne (the “Executive”) and Perfect Moment Ltd., a Delaware corporation (the “Company”). WHEREAS, the Company and Executive has entered into that certain Employment Agreement, dated October 2 |
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| January 22, 2024 |
Exhibit 4.2 Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGH |
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| January 22, 2024 |
Form of Underwriting Agreement Exhibit 1.1 UNDERWRITING AGREEMENT between PERFECT MOMENT LTD. and THINKEQUITY LLC as Representative of the Several Underwriters PERFECT MOMENT LTD. UNDERWRITING AGREEMENT New York, New York [●], 2024 ThinkEquity LLC As Representative of the several Underwriters named on Schedule 1 attached hereto 17 State Street, 41st Fl. New York, NY 10004 Ladies and Gentlemen: The undersigned, Perfect Moment Lt |
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| January 22, 2024 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) Perfect Moment Ltd. |
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| January 22, 2024 |
As filed with the Securities and Exchange Commission on January 22, 2024 As filed with the Securities and Exchange Commission on January 22, 2024 Registration No. |
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| January 18, 2024 |
Form of Securities Purchase Agreement for 2021 Debt Financing Exhibit 10.11 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), is dated as of March 15, 2021, entered into by and among Perfect Moment Ltd., a Delaware corporation (the “Company”), and the Buyers set forth on the signature pages affixed hereto (individually, a “Buyer” or collectively “Buyers”), WITNESSETH: WHEREAS, the Company and the Buyer(s) are executing and |
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| January 18, 2024 |
Independent Director Agreement between Perfect Moment Ltd. and Tim Nixdorff Exhibit 10.23 INDEPENDENT DIRECTOR AGREEMENT THIS INDEPENDENT DIRECTOR AGREEMENT (this “Agreement”) is dated January 18, 2024 (the “Effective Date”), by and between Perfect Moment Ltd., a Delaware corporation (the “Company”), and Tim Nixdorff, an individual (the “Director”). RECITALS WHEREAS, the Company is filing a registration statement on Form S-1 relating to a firm commitment initial public of |
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| January 18, 2024 |
Exhibit 21.1 Perfect Moment Ltd. Subsidiaries Subsidiaries Jurisdiction of Organization Perfect Moment Asia Limited Hong Kong Perfect Moment (UK) Limited United Kingdom Perfect Moment TM Sarl Switzerland Perfect Moment USA Inc. Delaware |
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| January 18, 2024 |
SEC Division of Corporation Finance SEC Division of Corporation Finance Office of Manufacturing January 18, 2024 Page 1 January 18, 2024 Division of Corporation Finance Office of Manufacturing Attention: Heather Clark, Staff Accountant 202-551-3624 Kevin Stertzel, Staff Accountant 202-551-3723 Jennifer Angelini, Staff Attorney 202-551-3047 Jay Ingram, Staff Attorney 202-551-3397 Re: Perfect Moment Ltd. |
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| January 18, 2024 |
As filed with the Securities and Exchange Commission on January 18, 2024 As filed with the Securities and Exchange Commission on January 18, 2024 Registration No. |
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| January 18, 2024 |
Independent Director Agreement between Perfect Moment Ltd. and Andre Keijsers Exhibit 10.20 INDEPENDENT DIRECTOR AGREEMENT THIS INDEPENDENT DIRECTOR AGREEMENT (this “Agreement”) is dated October 23, 2023 (the “Effective Date”), by and between Perfect Moment Ltd., a Delaware corporation (the “Company”), and Andre Keijsers, an individual (the “Director”). RECITALS WHEREAS, the Company is filing a registration statement on Form S-1 relating to a firm commitment initial public |
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| January 18, 2024 |
Proposed Amendment No. 1 to 2021 Equity Incentive Plan Exhibit 10.10 Proposed Amendment No. 1 to the Perfect Moment Ltd. 2021 Equity Incentive Plan This Amendment No. 1 (this “Amendment”) to the Perfect Moment Ltd. 2021 Equity Incentive Plan (the “Plan”) is made and entered into as of January , 2024 (the “Effective Date”), pursuant to Section 19 of the Plan. Unless the context clearly requires the contrary, capitalized terms used herein and not otherw |
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| January 18, 2024 |
Form of Amendment No. 3 to Convertible Promissory Note for 2021 Debt Financing Exhibit 4.6 THIRD AMENDMENT TO 8% SENIOR SUBORDINATED SECURED CONVERTIBLE PROMISSORY NOTE THIRD AMENDMENT (this “Third Amendment”), dated as of December , 2023, to that certain 8% Senior Subordinated Secured Convertible Promissory Note issued as of March 15, 2021, as amended by the First Amendment thereto dated as of March 15, 2022 (the “First Amendment”) and by the Second Amendment thereto dated |
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| January 18, 2024 |
Form of Amendment No. 2 to Convertible Promissory Note for 2022 Debt Financing Exhibit 4.9 SECOND AMENDMENT TO 8% SENIOR SUBORDINATED SECURED CONVERTIBLE PROMISSORY NOTE(S) SECOND AMENDMENT (this “Second Amendment”), dated as of December , 2023, to the 8% Senior Subordinated Secured Convertible Promissory Note(s) issued as of April 8, 2022, April 22, 2022, May 11, 2022 and/or July 7, 2022, as applicable, as amended by the First Amendment thereto dated as of November 30, 2022 |
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| January 18, 2024 |
Form of Security Agreement for 2021 Debt Financing Exhibit 10.12 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this “Agreement”) is made and entered into as of March 15, 2021, by and among Perfect Moment Ltd., a Delaware corporation (the “Borrower”), and each Buyer (as defined below, and with their respective assignees pursuant to Section 23, collectively, the “Secured Parties” and each, individually, a “Secured Party”). WITNESSETH: WHEREAS, pursuan |
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| January 18, 2024 |
Form of Securities Purchase Agreement for 2022 Debt Financing Exhibit 10.17 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), is dated as of April 8, 2022, entered into by and among Perfect Moment Ltd., a Delaware corporation (the “Company”), and the Buyers set forth on the signature pages affixed hereto (individually, a “Buyer” or collectively “Buyers”). WITNESSETH: WHEREAS, the Company and the Buyer(s) are executing and d |
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| January 18, 2024 |
Amendment No. 1 to Employment Agreement between Perfect Moment Ltd. and Jeff Clayborne Exhibit 10.3 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT This Amendment No. 1 to Employment Agreement (the “Amendment”) is made and entered into as of January 18, 2024 (the “Effective Date”) by and between Jeff Clayborne (the “Executive”) and Perfect Moment Ltd., a Delaware corporation (the “Company”). WHEREAS, the Company and Executive has entered into that certain Employment Agreement, dated October |
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| January 18, 2024 |
Independent Director Agreement between Perfect Moment Ltd. and Tracy Barwin Exhibit 10.22 INDEPENDENT DIRECTOR AGREEMENT THIS INDEPENDENT DIRECTOR AGREEMENT (this “Agreement”) is dated October 23, 2023 (the “Effective Date”), by and between Perfect Moment Ltd., a Delaware corporation (the “Company”), and Tracy Barwin, an individual (the “Director”). RECITALS WHEREAS, the Company is filing a registration statement on Form S-1 relating to a firm commitment initial public of |
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| January 18, 2024 |
Independent Director Agreement between Perfect Moment Ltd. and Berndt Hauptkorn Exhibit 10.21 INDEPENDENT DIRECTOR AGREEMENT THIS INDEPENDENT DIRECTOR AGREEMENT (this “Agreement”) is dated October 23, 2023 (the “Effective Date”), by and between Perfect Moment Ltd., a Delaware corporation (the “Company”), and Berndt Hauptkorn, an individual (the “Director”). RECITALS WHEREAS, the Company is filing a registration statement on Form S-1 relating to a firm commitment initial publi |
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| December 1, 2023 |
As filed with the Securities and Exchange Commission on December 1, 2023 As filed with the Securities and Exchange Commission on December 1, 2023 Registration No. |
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| December 1, 2023 |
Amendment to UBS Switzerland AG Standby Documentary Credit Exhibit 10.40 |
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| November 6, 2023 |
Exhibit 10.32 Commercial Banking (CARM 230327 & CM 230131 / 230301) CONFIDENTIAL Perfect Moment Asia Limited Flat B 13/F Gee Chang Hong Centre 65 Wong Chuk Hang Road Aberdeen Hong Kong 11 April 2023 Attn : Gottschalk, Jane Elizabeth Dear Sir/Madam BORROWER(S) Perfect Moment Asia Limited [Customer No.848-278974] BANKING FACILITIES- facility letter dated 17 June 2022, as amended or supplemented from |
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| November 6, 2023 |
Consulting Agreement between Perfect Moment Asia Limited and Tracy Barwin Exhibit 10.6 NED Board Member Agreement Date: 18th November 2022 Dear Tracy, We are pleased to confirm as follows the terms of your appointment as an NED to the board (“Board”) of Perfect Moment Ltd. 1. Appointment 1.1 Your appointment will be effective as from the date of this advisory agreement (“Agreement”), and your appointment may, subject to clause 1.2 below, be terminated by either party at |
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| November 6, 2023 |
Exhibit 10.27 AMENDMENT TO TERM SHEET AND CONSULTING AGREEMENT This Amendment to Consulting Agreement (this “Amendment”), made this 10th day of March, 2021, is entered into by Perfect Moment Asia Ltd., a Hong Kong company (the “Company”), and Montrose Capital Partners Limited, a corporation formed under the laws of the United Kingdom with its principal place of business at 32-33 St. James’s Place, |
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| November 6, 2023 |
As filed with the Securities and Exchange Commission on November 6, 2023 As filed with the Securities and Exchange Commission on November 6, 2023 Registration No. |
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| November 6, 2023 |
Form of Amendment No. 2 to Convertible Promissory Note for 2021 Debt Financing Exhibit 4.5 SECOND AMENDMENT TO 8% SENIOR SUBORDINATED SECURED CONVERTIBLE PROMISSORY NOTE THIS SECOND AMENDMENT (this “Second Amendment”), dated as of November 30, 2022, to that certain 8% Senior Subordinated Secured Convertible Promissory Note issued as of March 15, 2021, as amended by the First Amendment thereto dated as of March 15, 2022 (the “First Amendment”) (as so amended, the “Note”), by |
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| November 6, 2023 |
Consulting Agreement between Perfect Moment Asia Ltd. and Montrose Capital Partners Limited Exhibit 10.26 Consulting Agreement This Consulting Agreement (the “Agreement”), made this 31st day of December, 2020, is entered into by Perfect Moment Asia Ltd., a Hong Kong company (the “Company”), and Montrose Capital Partners Limited, a corporation formed under the laws of the United Kingdom with its principal place of business at 32-33 St. James’s Place, London SW1A 1NR (the “Consultant”). WH |
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| November 6, 2023 |
Exhibit 2.1 SHARE EXCHANGE AGREEMENT among PERFECT MOMENT LTD., PERFECT MOMENT ASIA LTD., and THE INDIVIDUALS AND ENTITIES LISTED ON SCHEDULE A HERETO Dated as of March 15, 2021 TABLE OF CONTENTS Page Article I Share Exchange 2 1.1 Share Exchange Procedure 2 1.2 Section 368 Reorganization. 2 1.3 Exercise of Subject Options 2 1.4 Closing 2 1.5 Actions at the Closing 3 1.6 Directors and Officers 3 1 |
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| November 6, 2023 |
Independent Director Agreement between Perfect Moment Ltd. and Berndt Hauptkorn Exhibit 10.19 INDEPENDENT DIRECTOR AGREEMENT THIS INDEPENDENT DIRECTOR AGREEMENT (this “Agreement”) is dated October 23, 2023 (the “Effective Date”), by and between Perfect Moment Ltd., a Delaware corporation (the “Company”), and Berndt Hauptkorn, an individual (the “Director”). RECITALS WHEREAS, the Company is filing a registration statement on Form S-1 relating to a firm commitment initial publi |
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| November 6, 2023 |
Guarantee of Max Gottschalk dated July 7, 2021 Exhibit 10.38 To: The Hongkong and Shanghai Banking Corporation Limited The Hong Kong Special Administrative Region GUARANTEE (Limited Amount) 1. Definitions “Bank” means The Hongkong and Shanghai Banking Corporation Limited or any person who is entitled at any future date to exercise all or any of the Bank’s rights under this Guarantee; “Banking Facilities” means such facilities as the Bank may m |
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| November 6, 2023 |
Consulting Agreement between Perfect Moment Asia Limited and Arnhem Consulting Limited Exhibit 10.7 Perfect Moment Asia Consulting Agreement THIS CONSULTING SERVICE AGREEMENT is made on 28 February 2017 BETWEEN (1) Perfect Moment Asia Limited, a company incorporated under the laws of Hong Kong SAR whose registered office is currently 2803A, 28/F, Wu Chung House, 213 Queen’s Road East, Wanchai, Hong Kong and commencing from 1 March 2017 10/F, 33 Lockhart Road, Wan Chai, Hong Kong (th |
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| November 6, 2023 |
Independent Director Agreement between Perfect Moment Ltd. and Tracy Barwin Exhibit 10.20 INDEPENDENT DIRECTOR AGREEMENT THIS INDEPENDENT DIRECTOR AGREEMENT (this “Agreement”) is dated October 23, 2023 (the “Effective Date”), by and between Perfect Moment Ltd., a Delaware corporation (the “Company”), and Tracy Barwin, an individual (the “Director”). RECITALS WHEREAS, the Company is filing a registration statement on Form S-1 relating to a firm commitment initial public of |
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| November 6, 2023 |
Certificate of Correction, effective as of January 25, 2021 Exhibit 3.2 CERTIFICATE OF CORRECTION OF PERFECT MOMENT LTD. (Pursuant to Section 103(f) of the Delaware General Corporation Law) Perfect Moment Ltd., a corporation organized and existing under an by virtue of the General Corporation Law of the State of Delaware. DOES HEREBY CERTIFY: 1. The name of the corporation is Perfect Moment Ltd. 2. That a Certificate of Incorporation was filed with the Sec |
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| November 6, 2023 |
Form of Registration Rights Agreement for 2021 Debt Financing Exhibit 10.11 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 15, 2021, between Perfect Moment Ltd., a Delaware corporation (the “the Company”), and each Buyer (as defined below, and with their respective assignees pursuant to Section 7, collectively, the “Holders” and each, individually, a “Holder”), WITNESSETH: WHEREAS, pur |
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| November 6, 2023 |
UBS Switzerland AG Standby Documentary Credit Exhibit 10.34 Our reference: 30GA-J79594-6FF9 31. May 2023 :MT: SWIFT Message Type 760 Issue of a Demand Guarantee/Standby Letter of Credit :IO: Correspondents BIC / TID HSBCHKHHHKH :II: Own BIC / TID UBSWCHZH80A :MP: SWIFT Message Priority N :15A: Sequence A General Information :27: Sequence of Total 1/1 :22A: Purpose of Message ISSU / ISSU Issuance of undertaking :15B: Sequence B Undertaking Det |
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| November 6, 2023 |
Exhibit 10.33 Commercial Banking (CARM 230602) CONFIDENTIAL Perfect Moment Asia Limited Flat B 13/F Gee Chang Hong Centre 65 Wong Chuk Hang Road Aberdeen Hong Kong 10 July 2023 Attn : Gottschalk, Maximum Alexander Dear Sir/Madam BORROWER(S) Perfect Moment Asia Limited [Customer No.848-278974] BANKING FACILITIES- facility letter dated 17 June 2022, as amended or supplemented from time to time (the |
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| November 6, 2023 |
Certificate of Incorporation of the Company, effective as of January 11, 2021 Exhibit 3.1 CERTIFICATE OF INCORPORATION OF PERFECT MOMENT LTD. (Pursuant to Section 102 of the Delaware General Corporation Law) 1. The name of the corporation is Perfect Moment Ltd. (the “Corporation”). 2. The address of its registered office in the State of Delaware is 1013 Centre Road, Suite 403-B, Wilmington, DE 19805 in the County of New Castle. The name of its registered agent at such addre |
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| November 6, 2023 |
Form of Registration Rights Agreement for 2022 Debt Financing Exhibit 10.17 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 8, 2022, between Perfect Moment Ltd., a Delaware corporation (the “Company”), and each Buyer (as defined below, and with their respective assignees pursuant to Section 7, collectively, the “Holders” and each, individually, a “Holder”). WITNESSETH: WHEREAS, pursuant |
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| November 6, 2023 |
Guarantee of Max Gottschalk dated June 14, 2018 Exhibit 10.39 To: The Hongkong and Shanghai Banking Corporation Limited The Hong Kong Special Administrative Region GUARANTEE (Limited Amount) 1. Definitions “Bank” means The Hongkong and Shanghai Banking Corporation Limited or any person who is entitled at any future date to exercise all or any of the Bank’s rights under this Guarantee; “Banking Facilities” means such facilities as the Bank may m |
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| November 6, 2023 |
Exhibit 3.3 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PERFECT MOMENT LTD. Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware, Perfect Moment Ltd. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, as amended (the “DGCL”), DOES HEREBY CERTIFY: 1. The name of the Corporation is Perfect |
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| November 6, 2023 |
Facility Letter Agreement between Perfect Moment Asia Limited and HSBC Exhibit 10.31 Commercial Banking (CARM 220420) CONFIDENTIAL Perfect Moment Asia Limited Flat B 13/F Gee Chang Hong Centre 65 Wong Chuk Hang Road Aberdeen Hong Kong 17 June 2022 Attn : Gottschalk, Jane Elizabeth Dear Sir/Madam BANKING FACILITIES With reference to our recent discussions, we are pleased to confirm our agreement to renewing the following facilities. The facilities will be made availab |
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| November 6, 2023 |
Form of Security Agreement for 2022 Debt Financing Exhibit 10.16 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this “Agreement”) is made and entered into as of April 8 2022, by and among Perfect Moment Ltd., a Delaware corporation (the “Borrower”), and each Buyer (as defined below, and with their respective assignees pursuant to Section 233, collectively, the “Secured Parties” and each, individually, a “Secured Party”). WITNESSETH: WHEREAS, pursuant |
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| November 6, 2023 |
Consulting Agreement among Perfect Moment Ltd., Perfect Moment Asia Ltd. and Lucius Partners LLC Exhibit 10.22 Consulting Agreement Consulting Agreement (the “Agreement”), made this 11th day of March, 2021, is entered into by and among Perfect Moment Ltd., a Delaware corporation (“Newco”), Perfect Moment Asia Ltd., a Hong Kong company (the “Company”), and Lucius Partners LLC, a Delaware limited liability company (the “Consultant”). WHEREAS, the Company and its shareholders (the “Shareholders” |
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| November 6, 2023 |
Form of Securities Purchase Agreement for 2022 Debt Financing Exhibit 10.15 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), is dated as of April 8, 2022, entered into by and among Perfect Moment Ltd., a Delaware corporation (the “Company”), and the Buyers set forth on the signature pages affixed hereto (individually, a “Buyer” or collectively “Buyers”). WITNESSETH: WHEREAS, the Company and the Buyer(s) are executing and d |
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| November 6, 2023 |
Form of Convertible Promissory Note for 2022 Debt Financing Exhibit 4.6 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) IN COMPLIANCE WITH RULE 144 UNDER THE SECURITIES ACT, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, (C) PURSUANT TO AN E |
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| November 6, 2023 |
Form of the Company’s Common Stock Certificate Exhibit 4.1 |
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| November 6, 2023 |
Consulting Agreement between Perfect Moment Asia Limited and Jane Gottschalk Exhibit 10.5 Perfect Moment Asia Consulting Agreement THIS CONSULTING SERVICE AGREEMENT is made on 30 April 2018 BETWEEN (1) Perfect Moment Asia Limited, a company incorporated under the laws of Hong Kong SAR whose registered office is Unit B, 13th Floor, Gee Chang Hong Centre, 65 Wong Chuk Hang Road, Aberdeen, HONG KONG (the “Company”); and (2) Jane Gottschalk of [***] (“the Consultant”) Together |
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| November 6, 2023 |
Exhibit 10.23 AMENDMENT TO CONSULTING AGREEMENT This Amendment to Consulting Agreement (this “Amendment”), made this 28th day of January, 2022, is entered into by Perfect Moment Asia Ltd., a Hong Kong company (“Perfect Moment Asia”), Perfect Moment Ltd., a Delaware corporation (“Perfect Moment DE”), and Lucius Partners LLC, a Delaware limited liability company (the “Consultant”). WHEREAS, Perfect |
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| November 6, 2023 |
Employment Agreement between Perfect Moment (UK) Limited and Mark Buckley Exhibit 10.1 Contract of Employment SCHEDULE A 1. Date of Schedule: 21st October 2022 2. Employer (the “Company”): Perfect Moment UK Limited 3. Employee / Address: Mark Buckley [***] 4. Place of Work: United House, 9 Pembridge Road, Notting Hill London W11 3JY, United Kingdom 5. Start Date: 7th of November 2022 6. Date of continuous employment (if different): 7. Job Title Chief Executive Officer 8 |
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| November 6, 2023 |
Guarantee Agreement between Perfect Moment Asia Limited and J. Gottschalk & Associates Exhibit 10.37 TERM SHEET GUARANTEE AGREEMENT Issued: May 31, 2023 Expiry Date: November 26, 2023 PARTIES: Guarantor: J. Gottschalk & Associates Borrower: Perfect Moment (Asia) limited GUARANTEE DETAILS: 1. Guarantee Amount: The Guarantor agrees to provide a guarantee in the form of a Standby Letter of Credit in favour of the Borrower’s Bank for a maximum amount of $1,000,000 (One Million US Dollar |
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| November 6, 2023 |
Form of Patent Security Agreement for 2021 Debt Financing Exhibit 10.13 PATENT SECURITY AGREEMENT This PATENT SECURITY AGREEMENT (this “Patent Security Agreement”) is made this 15th day of March, 2021, by the Borrower listed on the signature page hereof, in favor of the Secured Parties under and as defined in the below-described Security Agreement. RECITALS WHEREAS, pursuant to that certain Purchase Agreement, dated as of March 15, 2021 (as may be amende |
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| November 6, 2023 |
Bylaws of the Company currently in effect Exhibit 3.4 BY-LAWS OF PERFECT MOMENT LTD. (a Delaware corporation) ARTICLE I STOCKHOLDERS Section 1. Certificates Representing Stock. (a) Certificates representing stock in the corporation shall be signed by, or in the name of, the corporation by the Chairman or Vice Chairman of the Board of Directors, if any, or by the President or a Vice-President and by the Treasurer or an Assistant Treasurer |
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| November 6, 2023 |
Employment Agreement between Perfect Moment (UK) Limited and Jane Gottschalk Exhibit 10.3 Contract of Employment SCHEDULE A 1. Date of Schedule: 7th September 2022 2. Employer (the “Company”): Perfect Moment UK Limited 3. Employee / Address: Jane Gottschalk / [***] 4. Place of Work: 21 Knightsbridge, London, UK 5. Start Date: 1st of September 2022 6. Date of continuous employment (if different): 7. Job Title Chief Creative Officer (CCO) 8. Board Seat Yes 9. Probationary pe |
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| November 6, 2023 |
Consulting Agreement between Perfect Moment Asia Limited and Max Gottschalk Exhibit 10.4 Perfect Moment Asia Consulting Agreement THIS CONSULTING SERVICE AGREEMENT is made on 15 May 2019 BETWEEN (1) Perfect Moment Asia Limited, a company incorporated under the laws of Hong Kong SAR whose registered office is Unit B, 13th Floor, Gee Chang Hong Centre, 65 Wong Chuk Hang Road, Aberdeen, HONG KONG (the “Company”); and (2) Max Gottschalk of [***] (“the Consultant”) Together th |
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| November 6, 2023 |
Exhibit 10.24 Second Amendment to Consulting Agreement This Second Amendment to Consulting Agreement (this “Second Amendment”), made this 21st day of March, 2022, is entered into by Perfect Moment Asia Ltd., a Hong Kong company (“Perfect Moment Asia”), Perfect Moment Ltd., a Delaware corporation (“Perfect Moment DE”), and Lucius Partners LLC, a Delaware limited liability company (the “Consultant”) |
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| November 6, 2023 |
Exhibit 3.5 AMENDED AND RESTATED BYLAWS OF PERFECT MOMENT LTD. Article I - CORPORATE OFFICES 1.1 REGISTERED OFFICE. The registered office of Perfect Moment Ltd. (the “Corporation”) shall be fixed in the Corporation’s certificate of incorporation, as the same may be amended from time to time (the “certificate of incorporation”). 1.2 OTHER OFFICES. The Corporation’s board of directors (the “Board”) |
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| November 6, 2023 |
Form of Copyright Security Agreement for 2021 Debt Financing Exhibit 10.12 COPYRIGHT SECURITY AGREEMENT This COPYRIGHT SECURITY AGREEMENT (this “Copyright Security Agreement”) is made this 15th day of March, 2021, by the Borrower listed on the signature page hereof, in favor of the Secured Parties under and as defined in the below-described Security Agreement. RECITALS WHEREAS, pursuant to that certain Purchase Agreement, dated as of March 15, 2021 (as may |
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| November 6, 2023 |
Employment Agreement between Perfect Moment Ltd. and Jeff Clayborne Exhibit 10.2 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is made and entered into as of October 20th, 2023 (the “Effective Date”) by and between Jeff Clayborne (the “Executive”) and Perfect Moment Ltd., a Delaware corporation (the “Company”). WHEREAS, the Company desires to employ the Executive on the terms and conditions set forth herein; and WHEREAS, the Executive desires to |
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| November 6, 2023 |
Form of Trademark Security Agreement for 2021 Debt Financing Exhibit 10.14 TRADEMARK SECURITY AGREEMENT This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is made this 15th day of March, 2021, by the Borrower listed on the signature page hereof, in favor of the Secured Parties under and as defined in the below-described Security Agreement. RECITALS WHEREAS, pursuant to that certain Purchase Agreement, dated as of March 15, 2021 (as may |
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| November 6, 2023 |
Charge over Securities and Deposits between Perfect Moment Asia Limited and HSBC Exhibit 10.35 Dated TO THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED CHARGE OVER SECURITIES AND DEPOSITS WITH THE BANK (Limited Company, Individual or Firm) (Limited Amount) Member HSBC Group To: The Hongkong and Shanghai Banking Corporation Limited The Hong Kong Special Administrative Region CHARGE OVER SECURITIES AND DEPOSITS WITH THE BANK (Limited Company, Individual or Firm) (Limited A |
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| November 6, 2023 |
Exhibit 10.29 Third Amendment to Consulting Agreement This Third Amendment to Consulting Agreement (this “Amendment”), made this 21st day of March, 2022, is entered into by Perfect Moment Asia Ltd., a Hong Kong company ( “Perfect Moment Asia”), Perfect Moment Ltd., a Delaware corporation (“Perfect Moment DE”), and Montrose Capital Partners Limited, a corporation formed under the laws of the United |
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| November 6, 2023 |
Letter to SEC from CohnReznick LLP dated November 6, 2023 Exhibit 16.1 November 6, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read the statements made by Perfect Moment Ltd. under the section titled Change in Independent Registered Public Accounting Firm in its Registration Statement on Form S-1/A (No. 333-274913) dated November 6, 2023 (the “Form S-1/A”). We are in agreement with the sta |
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| November 6, 2023 |
Form of Indemnification Agreement for Directors and Officers Exhibit 10.21 INDEMNIFICATION AND ADVANCEMENT AGREEMENT This Indemnification and Advancement Agreement (“Agreement”) is made as of [●], 2023 by and between Perfect Moment Ltd., a Delaware corporation (the “Company”), and [●], a [member of the Board of Directors and an officer of the Company] (“Indemnitee”). RECITALS WHEREAS, the Board of Directors of the Company (the “Board”) believes that highly |
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| November 6, 2023 |
Form of Convertible Promissory Note for 2021 Debt Financing Exhibit 4.3 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) IN COMPLIANCE WITH RULE 144 UNDER THE SECURITIES ACT, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, (C) PURSUANT TO AN E |
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| November 6, 2023 |
Exhibit 10.30 Fourth Amendment to Term Sheet and Consulting Agreement This Fourth Amendment to Term Sheet and Consulting Agreement (this “Amendment”), made this 31st day of August, 2022 (the “Effective Date”), is entered into by Perfect Moment Asia Ltd., a Hong Kong company (“Perfect Moment Asia”), Perfect Moment Ltd., a Delaware corporation (“Perfect Moment DE”), and Montrose Capital Partners Lim |
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| November 6, 2023 |
Exhibit 10.28 SECOND AMENDMENT TO TERM SHEET AND CONSULTING AGREEMENT This Second Amendment to Term Sheet and Consulting Agreement (this “Amendment”), made this 28th day of January, 2022, is entered into by Perfect Moment Asia Ltd., a Hong Kong company ( “Perfect Moment Asia”), Perfect Moment Ltd., a Delaware corporation (“Perfect Moment DE”), and Montrose Capital Partners Limited, a corporation f |
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| November 6, 2023 |
Exhibit 10.25 Third Amendment to Consulting Agreement This Third Amendment to Consulting Agreement (this “Third Amendment”), made this 31st day of August, 2022 (the “Effective Date”), is entered into by Perfect Moment Asia Ltd., a Hong Kong company (“Perfect Moment Asia”), Perfect Moment Ltd., a Delaware corporation (“Perfect Moment DE”), and Lucius Partners LLC, a Delaware limited liability compa |
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| November 6, 2023 |
Form of Amendment No. 1 to Convertible Promissory Note for 2021 Debt Financing Exhibit 4.4 FIRST AMENDMENT TO 8% SENIOR SUBORDINATED SECURED CONVERTIBLE PROMISSORY NOTE AND SECURITY AGREEMENT THIS FIRST AMENDMENT (this “Amendment”), dated as of March 15, 2022, to that certain 8% Senior Subordinated Secured Convertible Promissory Note issued as of March 15, 2021 (the “Note”), by PERFECT MOMENT LTD., a Delaware corporation (the “Company”), to the undersigned holder (the “Holde |
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| November 6, 2023 |
2021 Equity Incentive Plan and forms of award agreements thereunder Exhibit 10.8 PERFECT MOMENT LTD. 2021 EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Plan are: · to attract and retain the best available personnel for positions of substantial responsibility, · to provide additional incentive to Employees, Directors, and Consultants, and · to promote the success of the Company’s business. The Plan permits the grant of Incentive Stock Options, |
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| November 6, 2023 |
Form of Amendment No. 1 to Convertible Promissory Note for 2022 Debt Financing Exhibit 4.7 FIRST AMENDMENT TO 8% SENIOR SUBORDINATED SECURED CONVERTIBLE PROMISSORY NOTE(S) THIS FIRST AMENDMENT (this “First Amendment”), dated as of November 30, 2022, to the 8% Senior Subordinated Secured Convertible Promissory Note(s) issued as of April 8, 2022, April 22, 2022, May 11, 2022 and/or July 7, 2022, as applicable (the “Note(s)”) to the undersigned holder (the “Holder”), by PERFECT |
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| November 6, 2023 |
Exhibit 107 Calculation of Filing Fee Table FORM S-1 (Form Type) Perfect Moment Ltd. |
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| November 6, 2023 |
Independent Director Agreement between Perfect Moment Ltd. and Andre Keijsers Exhibit 10.18 INDEPENDENT DIRECTOR AGREEMENT THIS INDEPENDENT DIRECTOR AGREEMENT (this “Agreement”) is dated October 23, 2023 (the “Effective Date”), by and between Perfect Moment Ltd., a Delaware corporation (the “Company”), and Andre Keijsers, an individual (the “Director”). RECITALS WHEREAS, the Company is filing a registration statement on Form S-1 relating to a firm commitment initial public |
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| November 6, 2023 |
Form of Security Agreement for 2021 Debt Financing Exhibit 10.10 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this “Agreement”) is made and entered into as of March 15, 2021, by and among Perfect Moment Ltd., a Delaware corporation (the “Borrower”), and each Buyer (as defined below, and with their respective assignees pursuant to Section 23, collectively, the “Secured Parties” and each, individually, a “Secured Party”). WITNESSETH: WHEREAS, pursuan |
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| November 6, 2023 |
SEC Division of Corporation Finance SEC Division of Corporation Finance Office of Manufacturing November 6, 2023 Page 1 November 6, 2023 Division of Corporation Finance Office of Manufacturing Attention: Heather Clark, Staff Accountant 202-551-3624 Kevin Stertzel, Staff Accountant 202-551-3723 Jennifer Angelini, Staff Attorney 202-551-3047 Jay Ingram, Staff Attorney 202-551-3397 Re: Perfect Moment Ltd. |
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| November 6, 2023 |
Guarantee of Perfect Moment Limited Exhibit 10.36 To: The Hongkong and Shanghai Banking Corporation Limited The Hong Kong Special Administrative Region GUARANTEE (Limited Amount) 1. Definitions “Bank” means The Hongkong and Shanghai Banking Corporation Limited or any person who is entitled at any future date to exercise all or any of the Bank’s rights under this Guarantee; “Banking Facilities” means such facilities as the Bank may m |
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| November 6, 2023 |
Form of Securities Purchase Agreement for 2021 Debt Financing Exhibit 10.9 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), is dated as of March 15, 2021, entered into by and among Perfect Moment Ltd., a Delaware corporation (the “Company”), and the Buyers set forth on the signature pages affixed hereto (individually, a “Buyer” or collectively “Buyers”), WITNESSETH: WHEREAS, the Company and the Buyer(s) are executing and d |
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| October 10, 2023 |
Exhibit 107 Calculation of Filing Fee Table FORM S-1 (Form Type) Perfect Moment Ltd. |
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| October 10, 2023 |
SEC Division of Corporation Finance SEC Division of Corporation Finance Office of Manufacturing October 10, 2023 Page 1 October 10, 2023 Division of Corporation Finance Office of Manufacturing Attention: Heather Clark, Staff Accountant 202-551-3624 Kevin Stertzel, Staff Accountant 202-551-3723 Jennifer Angelini, Staff Attorney 202-551-3047 Jay Ingram, Staff Attorney 202-551-3397 Re: Perfect Moment Ltd. |
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| October 10, 2023 |
As filed with the Securities and Exchange Commission on October 10, 2023 As filed with the Securities and Exchange Commission on October 10, 2023 Registration No. |
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| October 10, 2023 |
Exhibit 21.1 Perfect Moment Ltd. Subsidiaries Subsidiaries Jurisdiction of Organization Perfect Moment Asia Limited Hong Kong Perfect Moment (UK) Limited United Kingdom Perfect Moment TM Sarl Switzerland |
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| August 7, 2023 |
Amendment No. 1 to confidential draft submission As confidentially submitted to the Securities and Exchange Commission on August 7, 2023. This amended draft registration statement has not been filed publicly with the Securities and Exchange Commission, and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 2 |
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| August 7, 2023 |
SEC Division of Corporation Finance SEC Division of Corporation Finance Office of Manufacturing August 7, 2023 Page 1 August 7, 2023 Division of Corporation Finance Office of Manufacturing Attention: Heather Clark, Staff Accountant 202-551-3624 Kevin Stertzel, Staff Accountant 202-551-3723 Jennifer Angelini, Staff Attorney 202-551-3047 Sherry Haywood, Staff Attorney 202-551-3345 Re: Perfect Moment Ltd. |
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| March 14, 2022 |
As confidentially submitted to the Securities and Exchange Commission on March 14, 2022. |
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| March 14, 2022 |
March 14, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 - 3720 Re: Confidential Submission of Draft Registration Statement on Form S-1 Ladies and Gentlemen: On behalf of our client, Perfect Moment Ltd., a Delaware corporation (“Perfect Moment” or the “Company”), we hereby confidentially submit a draft Registration S |
