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