SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Gottschalk Max

(Last)

(First)

(Middle)

307 CANALOT STUDIOS,

222 KENSAL ROAD

(Street)

LONDON

W10 5BN

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/07/2024

3. Issuer Name and Ticker or Trading Symbol
Perfect Moment Ltd. [ PMNT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	855,150	I	By Fermain Limited
Common Stock	171,466	I	By Joachim Gottschalk & Associates Ltd.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	2,624,341	⁽¹⁾	I	By Fermain Limited
Series A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	19,646	⁽¹⁾	I	By Joachim Gottschalk & Associates Ltd.
8% Senior Subordinated Secured Convertible Promissory Note	⁽²⁾	⁽²⁾	Common Stock	⁽²⁾	⁽²⁾	I	By Joachim Gottschalk & Associates Ltd.
Incentive Stock Options	⁽³⁾	06/30/2026	Common Stock	68,172	$3.5	I	By Spouse

Explanation of Responses:

1. 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.

2. 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.

3. 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	02/07/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.