0001213900-24-011216.txt : 20240207 0001213900-24-011216.hdr.sgml : 20240207 20240207190016 ACCESSION NUMBER: 0001213900-24-011216 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240207 FILED AS OF DATE: 20240207 DATE AS OF CHANGE: 20240207 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gottschalk Max CENTRAL INDEX KEY: 0002009228 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41930 FILM NUMBER: 24606331 MAIL ADDRESS: STREET 1: 307 CANALOT STUDIOS STREET 2: 222 KENSAL ROAD CITY: LONDON STATE: X0 ZIP: W10 5BN ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Perfect Moment Ltd. CENTRAL INDEX KEY: 0001849221 STANDARD INDUSTRIAL CLASSIFICATION: APPAREL & OTHER FINISHED PRODS OF FABRICS & SIMILAR MATERIAL [2300] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 861437114 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 65 WONG CHUK HANG RD STREET 2: UNIT B 13TH FLOOR GEE CHANG HONG CENTRE CITY: ABERDEEN STATE: K3 ZIP: 00000 BUSINESS PHONE: (561) 989-2208 MAIL ADDRESS: STREET 1: 65 WONG CHUK HANG RD STREET 2: UNIT B 13TH FLOOR GEE CHANG HONG CENTRE CITY: ABERDEEN STATE: K3 ZIP: 00000 3 1 ownership.xml OWNERSHIP DOCUMENT X0206 3 2024-02-07 0 0001849221 Perfect Moment Ltd. PMNT 0002009228 Gottschalk Max 307 CANALOT STUDIOS, 222 KENSAL ROAD LONDON X0 W10 5BN UNITED KINGDOM 1 0 0 0 Common Stock 855150 I By Fermain Limited Common Stock 171466 I By Joachim Gottschalk & Associates Ltd. Series A Convertible Preferred Stock Common Stock 2624341 I By Fermain Limited Series A Convertible Preferred Stock Common Stock 19646 I By Joachim Gottschalk & Associates Ltd. 8% Senior Subordinated Secured Convertible Promissory Note Common Stock I By Joachim Gottschalk & Associates Ltd. Incentive Stock Options 3.50 2026-06-30 Common Stock 68172 I By Spouse The Series A Convertible Preferred Stock has no expiration date and is convertible into Perfect Moment Ltd. common stock (the "Common Stock") at the holder's option, at any time and without the payment of additional consideration, on a one-for-one basis. The Series A Convertible Preferred Stock will automatically convert into Common Stock on a one-for-one basis upon either a firm commitment underwritten public offering of Common Stock pursuant to an effective registration statement filed under the Securities Act of 1933, as amended, or by vote or written consent of at least 66 2/3% holders of the outstanding shares of the Series A Convertible Preferred Stock. The 8% Senior Subordinated Secured Convertible Promissory Note (the "Note") was originally issued on March 15, 2021. Upon the closing of a firm commitment underwritten public offering of Common Stock with aggregate gross proceeds of at least $8,000,000 and simultaneous listing of the Common Stock on the New York Stock Exchange, NYSE American or The Nasdaq Stock Market (a "Qualified IPO"), all of the outstanding principal amount of the Note, together with all accrued and unpaid interest on the Note, will automatically convert into Common Stock at a conversion price equal to 80% of the initial public offering price in the Qualified IPO. The options vested and became exercisable as follows: 22,724 shares of Common Stock underlying the options vested on 07/01/2021, 22,724 shares of Common Stock underlying the options vested on 07/01/2022 and 22,724 shares of Common Stock underlying the options vested on 07/01/2023. /s/ Max Gottschalk 2024-02-07