Correspondence 0001213900-24-004599 from Perfect Moment Ltd. (PMNT)
Perfect Moment Ltd.
Date: Jan. 18, 2024 · CIK: 0001849221 · Accession: 0001213900-24-004599
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-274913
Referenced dates: December 6, 2023
Letter
Office of Manufacturing Division of Corporation Finance Office of Manufacturing Attention: Heather Clark, Staff Accountant 202-551-3624 Re: Perfect Moment Ltd. Amendment No. 2 to Registration Statement on Form S-1 Filed December 1, 2023 File No. 333-274913
Dear Ms. Clark, Mr. Stertzel, Ms. Angelini and Mr. Ingram:
Perfect Moment Ltd. (the “Company”) confirms receipt of the letter dated December 6, 2023 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the above-referenced filing. We are responding to the Staff’s comments as set forth below. Concurrently with the submission of this response letter, the Company is filing Amendment No. 3 to the above-referenced filing (the “Amendment”). The Staff’s comment is set forth below in bold, followed by the Company’s response:
Amendment No. 2 to Form S-1
Key Financial Measures, page 45
1. We note your discussions on page 46 of how EBITDA, Adjusted EBITDA and Adjusted operating expenses are calculated. Please expand your disclosure to explain how management uses these measures and why you believe they provide useful information to investors regarding your performance pursuant to Item 10(e)(1)(i)(C) and (D) of Regulation S-K.
RESPONSE: In response to the Staff’s comment above, the Company has revised its disclosure on page 46 of the Amendment to add the following:
(1) “Management uses EBITDA to isolate the impact of interest expense, income tax benefit (expense), and depreciation and amortization that are not part of our core operations, or non-recurring or non-cash items. For example, the interest expense noted in our consolidated financial statements included elsewhere in this prospectus relates to the Notes that will automatically convert into our common stock in connection with the closing of this offering. Management believes that this is useful for investors as it is a common financial measure in the investor community.”
(2) “Management uses adjusted EBITDA to isolate non-cash stock compensation expense to provide a clearer presentation of the cash available to operate the Company. Management believes that this helps investors understand total stock compensation expense included in operating costs that are not required to be disclosed on the face of the income statement.”
SEC Division of Corporation Finance
Office of Manufacturing
January 18, 2024
Page 2
(3) “Management uses adjusted operating expenses to isolate non-cash stock compensation expense to clarify the presentation of cash based operating costs. Management believes that this helps investors understand total stock compensation expense included in operating costs that are not required to be disclosed on the face of the income statement.”
We trust that this response satisfactorily responds to your request. Should you require further information, please contact our legal counsel Blake Baron at (917) 546-7709.
Sincerely,
/s/ Mark Buckley
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SEC Division of Corporation Finance
Office of Manufacturing
January 18, 2024
Page 1
January 18, 2024
Division of Corporation Finance
Office of Manufacturing
Attention: Heather Clark, Staff Accountant 202-551-3624
Kevin Stertzel, Staff Accountant 202-551-3723
Jennifer Angelini, Staff Attorney 202-551-3047
Jay Ingram, Staff Attorney 202-551-3397
Re: Perfect Moment Ltd.
Amendment No. 2 to Registration Statement
on Form S-1
Filed December 1, 2023
File No. 333-274913
Dear Ms. Clark, Mr. Stertzel, Ms. Angelini and Mr. Ingram:
Perfect Moment Ltd. (the “Company”) confirms receipt
of the letter dated December 6, 2023 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
with respect to the above-referenced filing. We are responding to the Staff’s comments as set forth below. Concurrently with the
submission of this response letter, the Company is filing Amendment No. 3 to the above-referenced filing (the “Amendment”).
The Staff’s comment is set forth below in bold, followed by the Company’s response:
Amendment No. 2 to Form S-1
Key Financial Measures, page 45
1. We note your discussions on page 46 of how EBITDA, Adjusted EBITDA and Adjusted operating expenses are calculated. Please expand
your disclosure to explain how management uses these measures and why you believe they provide useful information to investors regarding
your performance pursuant to Item 10(e)(1)(i)(C) and (D) of Regulation S-K.
RESPONSE: In response to the Staff’s
comment above, the Company has revised its disclosure on page 46 of the Amendment to add the following:
(1) “Management uses EBITDA to isolate the impact of interest expense, income tax benefit (expense), and depreciation and amortization
that are not part of our core operations, or non-recurring or non-cash items. For example, the interest expense noted in our consolidated
financial statements included elsewhere in this prospectus relates to the Notes that will automatically convert into our common stock
in connection with the closing of this offering. Management believes that this is useful for investors as it is a common financial measure
in the investor community.”
(2) “Management uses adjusted EBITDA to isolate non-cash stock compensation expense to provide a clearer presentation of the cash
available to operate the Company. Management believes that this helps investors understand total stock compensation expense included in
operating costs that are not required to be disclosed on the face of the income statement.”
SEC Division of Corporation Finance
Office of Manufacturing
January 18, 2024
Page 2
(3) “Management uses adjusted operating expenses to isolate non-cash stock compensation expense to clarify the presentation of cash
based operating costs. Management believes that this helps investors understand total stock compensation expense included in operating
costs that are not required to be disclosed on the face of the income statement.”
We trust that this response satisfactorily responds to your request.
Should you require further information, please contact our legal counsel Blake Baron at (917) 546-7709.
Sincerely,
/s/ Mark Buckley
Mark Buckley,
Chief Executive Officer