Perfect Moment Ltd. Files Amendment 4 to S-1 Registration Statement

TL;DR

<b>Perfect Moment Ltd. has filed an amendment to its S-1 registration statement, signaling progress towards a public offering.</b>

AI Summary

Perfect Moment Ltd. (PMNT) filed a Amended IPO Registration (S-1/A) with the SEC on January 22, 2024. Perfect Moment Ltd. filed Amendment No. 4 to its Form S-1 Registration Statement with the SEC on January 22, 2024. The filing is in relation to the Securities Act of 1933, with registration number 333-274913. The company is incorporated in Delaware and has its principal executive offices in London, United Kingdom. Perfect Moment Ltd. is classified as a non-accelerated filer, smaller reporting company, and emerging growth company. The filing indicates the proposed sale of securities will commence as soon as practicable after the effective date.

Why It Matters

For investors and stakeholders tracking Perfect Moment Ltd., this filing contains several important signals. This amendment indicates the company is moving forward with its plans to become publicly traded, which could provide access to capital for growth and expansion. As an emerging growth company and smaller reporting company, Perfect Moment Ltd. may benefit from certain regulatory accommodations, potentially streamlining its path to market.

Risk Assessment

Risk Level: low — Perfect Moment Ltd. shows low risk based on this filing. The filing is an amendment to an S-1 registration statement, which is a preliminary step for an IPO. There is no new financial data or significant business update provided in this specific amendment, making the immediate risk assessment low.

Analyst Insight

Monitor future filings for updated financial information and details regarding the proposed offering to assess the company's readiness and valuation.

Key Numbers

• 333-274913 — Registration Number (SEC Registration Number)
• 2024-01-22 — Filing Date (Date of filing Amendment No. 4)
• 2300 — SIC Code (Primary Standard Industrial Classification Code)
• 86-1437114 — IRS Number (IRS Employer Identification Number)

Key Players & Entities

• Perfect Moment Ltd. (company) — Registrant
• Securities and Exchange Commission (regulator) — Filing body
• Delaware (company) — State of incorporation
• London (company) — Principal executive offices
• Vcorp Agent Services, Inc. (company) — Agent for service
• Nimish Patel (person) — Copies to counsel
• Barrett S. DiPaolo (person) — Copies to counsel
• Blake Baron (person) — Copies to counsel

Forward-Looking Statements

• Perfect Moment Ltd. will complete its public offering within the next 6-12 months. (Perfect Moment Ltd.) — medium confidence, target: 2025-01-22

FAQ

Industry Context

The filing pertains to a company in the apparel sector, specifically within the SIC code 2300 category.

Regulatory Implications

The filing is made under the Securities Act of 1933, which governs the registration of securities.

What Investors Should Do

1. Track subsequent amendments to the S-1 filing for updated financial disclosures and offering details.
2. Research the company's business model and market position within the apparel industry.
3. Monitor for the effective date of the registration statement and the commencement of the public offering.

Year-Over-Year Comparison

This is Amendment No. 4 to the S-1 filing, indicating multiple previous submissions and revisions to the registration statement.

Filing Documents

• ea191935-s1a4_perfect.htm (S-1/A) — 74KB
• ea191935ex1-1_perfect.htm (EX-1.1) — 278KB
• ea191935ex4-2_perfect.htm (EX-4.2) — 116KB
• ea191935ex5-1_perfect.htm (EX-5.1) — 20KB
• ea191935ex10-3_perfect.htm (EX-10.3) — 13KB
• ea191935ex-fee_perfect.htm (EX-FILING FEES) — 28KB
• ex5-1_001.jpg (GRAPHIC) — 5KB
• 0001213900-24-005122.txt (&nbsp;) — 536KB

Exhibits and Financial Statement Schedules

Item 16. Exhibits and Financial Statement Schedules. (a) Exhibits 1.1 Form of Underwriting Agreement 2.1#** Share Exchange Agreement 3.1** Certificate of Incorporation of the Company, effective as of January 11, 2021 3.2** Certificate of Correction, effective as of January 25, 2021 3.3** Form of Certificate of Incorporation of the Company, to be effect upon the initial closing of the Company&rsquo;s initial public offering 3.4** Bylaws of the Company currently in effect 3.5** Form of Bylaws of the Company, to be in effect upon the initial closing of the Company&rsquo;s initial public offering 4.1** Form of the Company&rsquo;s common stock certificate 4.2 Form of Underwriter Warrant 4.3** Form of Convertible Promissory Note for 2021 Debt Financing 4.4** Form of Amendment No. 1 to Convertible Promissory Note for 2021 Debt Financing 4.5** Form of Amendment No. 2 to Convertible Promissory Note for 2021 Debt Financing 4.6** Form of Amendment No. 3 to Convertible Promissory Note for 2021 Debt Financing 4.7** Form of Convertible Promissory Note for 2022 Debt Financing 4.8** Form of Amendment No. 1 to Convertible Promissory Note for 2022 Debt Financing 4.9** Form of Amendment No. 2 to Convertible Promissory Note for 2022 Debt Financing 5.1 Opinion of Mitchell Silberberg & Knupp LLP 10.1+** Employment Agreement between Perfect Moment (UK) Limited and Mark Buckley 10.2+** Employment Agreement between Perfect Moment Ltd. and Jeff Clayborne 10.3+ Amendment No. 1 to Employment Agreement between Perfect Moment Ltd. and Jeff Clayborne 10.4+** Employment Agreement between Perfect Moment (UK) Limited and Jane Gottschalk 10.5+** Consulting Agreement between Perfect Moment Asia Limited and Max Gottschalk 10.6+** Consulting Agreement between Perfect Moment Asia Limited and Jane Gottschalk 10.7+** Consulting Agreement between Perfect Moment Asia Limited and Tracy Barwin 10.8+** Consulting

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 4 to the Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of London, United Kingdom, on January 22, 2024. PERFECT MOMENT LTD. By: /s/ Mark Buckley Mark Buckley Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 4 to the Registration Statement has been signed by the following persons in the capacities set forth opposite their names and on the date indicated above. Signature Title Date * Chairman of the Board of Directors January 22, 2024 Max Gottschalk /s/ Mark Buckley Chief Executive Officer and Director January 22, 2024 Mark Buckley ( Principal Executive Officer ) * Chief Financial Officer January 22, 2024 Jeff Clayborne (Principal Financial and Accounting Officer) * Director January 22, 2024 Andre Keijsers * Director January 22, 2024 Berndt Hauptkorn * Director January 22, 2024 Jane Gottschalk * Director January 22, 2024 Tracy Barwin * Director January 22, 2024 Tim Nixdorff *By: /s/ Mark Buckley Mark Buckley Attorney-In-Fact 5

View Full Filing

View this S-1/A filing on SEC EDGAR