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August 31, 2023
Mark Buckley
Chief Executive Officer
Perfect Moment Ltd.
307 Canalot Studios
222 Kensal Road
London W10 5BN United Kingdom
Re:Perfect Moment Ltd.
Amendment No. 1 to draft Registration Statement on Form S-1
Submitted August 7, 2023
CIK No. 0001849221
Dear Mark Buckley:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment 1 to Draft Registration Statement
General
1.Please tell us whether you intend to register the additional shares that are issuable under
the consultancy agreements with Lucius and Montrose in the event that your initial public
offering price is less than $5 per shares, as described on pages 87 and 88.  If so,
additionally provide your analysis of how the resale of these unissued shares would be
consistent with the Commission's guidance set forth in Questions 139.06 and 139.11 of
the Securities Act Sections Compliance and Disclosure Interpretations.  If not, include
disclosure clarifying that these shares will be restricted securities and will not be included
in the resale offering.

 FirstName LastNameMark Buckley
 Comapany NamePerfect Moment Ltd.
 August 31, 2023 Page 2
 FirstName LastName
Mark Buckley
Perfect Moment Ltd.
August 31, 2023
Page 2
2.We note your revised disclosure in response to prior comments 14 and 17.  Please further
revise to disclose the fees that your underwriter was paid in connection with its acting as
introducing broker for the Series A and B convertible preferred stock, as referenced in
Item 15 of Part II.  Additionally clarify the underwriter's role with respect to the Series A
convertible preferred stock, in light of disclosure on page F-18 that indicates this stock
was issued to existing stockholders on a pro rata basis.  Revise to reconcile the
terms "2021 share exchange" used throughout and "share exchange" defined on page 1.
3.We note your response to prior comment 18.  Please revise notes 17 and 18 to the table of
selling stockholders to disclose the role of each firm in your initial public offering.
The Offering, page 13
4.To the extent the additional shares to be issued to the six investors in the event the IPO
price is less than $5.00 per share is material, please revise your adjusted amounts in
Capitalization and Dilution to reflect the issuance of these additional shares.
Risk Factors
We have granted rights to six holders of our common stock . . . . , page 34
5.We note your response to prior comment 8.  Please further revise your disclosure to more
clearly describe the potential conflict of interest.  For example, and without limitation,
disclose whether the rights granted to Lucius create an incentive for the affiliated
underwriter to negotiate a lower offering price than your valuation and other factors might
warrant, and whether and how such potential conflict of interest will be mitigated or
otherwise managed.  Additionally disclose whether there are any potential conflicts of
interest as a result of the primary and secondary offerings being concurrently conducted
by Laidlaw and its affiliate, respectively, and any material related risks to investors.
Capitalization, page 38
6.Please revise (i) in the second bullet point to disclose the number of shares of common
stock to be issued upon automatic conversion of the Series A convertible preferred stock.
Key Operating and Financial Metrics, page 43
7.We note that you identify several non-GAAP measures though you do not mention
Operating losses excluding stock-based compensation as disclosed on pages 2 and 57.
Based on your disclosures, this measure appears to exclude amounts that would be
attributable to a GAAP measure.  Therefore, we believe that you should identify
Operating losses excluding stock-based compensation as a non-GAAP measure and
provide the disclosures required by Item 10(e)(1)(i) of Regulation S-K.

 FirstName LastNameMark Buckley
 Comapany NamePerfect Moment Ltd.
 August 31, 2023 Page 3
 FirstName LastName
Mark Buckley
Perfect Moment Ltd.
August 31, 2023
Page 3
8.In a related matter, as metrics are different than non-GAAP measures, please refrain from
identifying non-GAAP measures as metrics.  In this regard, we note that your non-GAAP
measures are under the heading "Key Operating and Financial Metrics" and you identify
EBITDA as a "non-US GAAP financial metric" on page 45.
9.Please revise to provide all disclosures required by Item 10(e)(1)(i) of Regulation S-K
for each non-GAAP measure presented.  In this regard, we note your disclosure on
Adjusted EBITDA on page 45, however, we note no similar disclosures for EBITDA,
adjusted operating expenses or operating loss excluding stock-based compensation.
Please revise accordingly.
Certain Relationships and Related Transactions, page 86
10.We note your response to prior comment 14.  Please further revise your disclosure to
clarify whether the suppliers Deliberate Software Limited and Jing Holdings are currently
engaged by the Company or whether their engagement ended on March 31, 2023.
11.Please revise your disclosure to quantify the number of shares issued to each party under
the Montrose consultancy agreement, consistent with Item 15.  Additionally disclose here
that Mark Topkins is a former director of the Company, as disclosed on page alt-3.
12.Please revise this section to include a description of the advisory agreement with your
director Tracy Barwin which is referenced on page 79.  Please also file this agreement,
together with any employment agreements with your senior management, as exhibits to
your registration statement.
Description of Securities
Share Adjustment Rights, page 93
13.Please revise to describe the share adjustment rights granted under the Montrose
consultancy agreement.  Please also revise disclosure under the caption "Demand
Registration Rights" to clarify whether these 1.9 million shares represent those granted to
Lucius, Montrose, or some other shareholder(s).  If a separate registration rights
agreement has been executed, please file this as an exhibit to your registration statement.
            You may contact Heather Clark at 202-551-3624 or Kevin Stertzel at 202-551-3723 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jennifer Angelini at 202-551-3047 or Jay Ingram at 202-551-3397 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing