SecProbe.io

CORRESP
 1
 filename1.htm

 PERFECT
MOMENT LTD.

 244
5th Ave Ste 1219

 New
York, NY 10001

 September
15, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Perfect Moment Ltd.

 Registration
Statement on Form S-3

 File
No. 333-290200

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Perfect Moment Ltd. hereby respectfully requests that the effective
date of the above referenced Registration Statement on Form S-3 (File No. 333-290200) be accelerated to 4:30 p.m., Eastern Time, on Wednesday,
September 17, 2025, or as soon as practicable thereafter.

 Please
contact Thomas J. Poletti of Manatt, Phelps & Phillips, LLP at (714) 371-2501 with any questions you may have regarding this request.
In addition, please notify Mr. Poletti by telephone when this request for acceleration has been granted. We appreciate your assistance
in this matter.

 Respectfully,

 PERFECT
 MOMENT LTD.

 By:
 /s/
 Jane Gottschalk

 Name:
 Jane
 Gottschalk

 Title:
 President

 cc:
Manatt, Phelps & Phillips, LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 15, 2025

Chath Weerasinghe
Chief Financial Officer
Perfect Moment Ltd.
244 5th Ave Ste 1219
New York, NY 10001

 Re: Perfect Moment Ltd.
 Registration Statement on Form S-3
 Filed September 11, 2025
 File No. 333-290200
Dear Chath Weerasinghe:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Kristin Baldwin at 202-551-7172 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 PERFECT
MOMENT LTD.

 244
5th Ave Ste 1219

 New
York, NY 10001

 March
10, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
Perfect Moment Ltd.

 Registration
Statement on Form S-3

 File
No. 333-285612

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Perfect Moment Ltd. hereby respectfully requests that the effective
date of the above referenced Registration Statement on Form S-3 (File No. 333-285612) be accelerated to 4:30 p.m., Eastern Time, on Wednesday,
March 12, 2025, or as soon as practicable thereafter.

 Please
contact Thomas J. Poletti of Manatt, Phelps & Phillips, LLP at (714) 371-2501 with any questions you may have regarding this request.
In addition, please notify Mr. Poletti by telephone when this request for acceleration has been granted. We appreciate your assistance
in this matter.

 Respectfully,

 PERFECT MOMENT LTD.

 By:
 /s/ Jane Gottschalk

 Name:
 Jane Gottschalk

 Title:
 President

 cc:
Manatt, Phelps & Phillips, LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 10, 2025

Max Gottschalk
Chief Executive Officer
Perfect Moment Ltd.
244 5th Ave Ste 1219
New York, NY 10001

 Re: Perfect Moment Ltd.
 Registration Statement on Form S-3
 Filed March 6, 2025
 File No. 333-285612
Dear Max Gottschalk:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Erin Donahue at 202-551-6063 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

February 5, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Perfect Moment Ltd. (the “Company”)

    Registration Statement on Form S-1 (File No. 333-274913)

    Request for Acceleration of Effective Date

    Requested Date: February 7, 2024

    Requested Time: 5:00 p.m. Eastern Time (US)

Ladies and Gentlemen:

In connection with the above-referenced Registration
Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as a representative of the
several underwriters, hereby join in the request of the Company that the effective date of the Registration Statement be accelerated so
that it will be declared effective at 5:00 p.m., Eastern Time (US), on February 7, 2024, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Act, we wish to
advise you that the underwriters have distributed as many copies of the preliminary prospectus to underwriters, dealers, institutions,
and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned, as representative of the
several underwriters, has complied and will comply, and we have been informed by the participating underwriters that they have complied
and will comply, with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very truly yours,

    ThinkEquity LLC

    By:
    /s/ Eric Lord

    Name:
    Eric Lord

    Title:
    Head of Investment Banking

CORRESP
1
filename1.htm

PERFECT MOMENT LTD.

307 Canalot Studios

222 Kensal Road

London W10 5BN

United Kingdom

February 5, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Heather Clark

    Kevin Stertzel

    Jennifer Angelini

    Jay Ingram

    RE:
    Perfect Moment Ltd.

    Registration Statement on Form S-1, as amended

    File No. 333-274913

Ladies and Gentlemen:

Reference is made to our letter,
filed as correspondence via EDGAR on February 2, 2024, in which we requested the acceleration of the effective date of the above-referenced
Registration Statement for February 6, 2024 at 5:00 p.m., Eastern Time, in accordance with Rule 461 under the Securities Act of 1933,
as amended. We hereby formally withdraw our request for acceleration of the effective date.

[Signature Page Follows]

    Sincerely,

    PERFECT MOMENT LTD.

    /s/ Mark Buckley

    Mark Buckley

    Chief Executive Officer

    Cc:
    Nimish Patel, Mitchell Silberberg & Knupp LLP

    Blake Baron, Mitchell Silberberg & Knupp LLP

CORRESP
1
filename1.htm

February 5, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Perfect Moment Ltd.

    Registration Statement on Form S-1 (File No. 333-274913)

    Withdrawal of Prior Acceleration Request

Ladies and Gentlemen:

Reference is made to our letter, filed as correspondence with the U.S.
Securities and Exchange Commission via EDGAR on February 2, 2024, in which we requested the acceleration of the effective date of the
above-captioned Registration Statement to 5:00 p.m. Eastern time, on February 6, 2024. We are no longer requesting that the Registration
Statement be declared effective at that date and time, and we hereby formally withdraw our prior request for acceleration of the effective
date of the above-captioned Registration Statement.

Very truly yours,

ThinkEquity LLC

    By:
    /s/ Eric Lord

    Name:
    Eric Lord

    Title:
    Head of Investment Banking

CORRESP
1
filename1.htm

PERFECT MOMENT LTD.

307 Canalot Studios

222 Kensal Road

London W10 5BN

United Kingdom

February 5, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Heather Clark

    Kevin Stertzel

    Jennifer Angelini

    Jay Ingram

    RE:
    Perfect Moment Ltd.

    Registration Statement on Form S-1, as amended

    File No. 333-274913

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Perfect Moment Ltd. (the “Registrant”) hereby requests that the U.S. Securities and
Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced registration statement (the “Registration
Statement”) to become effective on February 7, 2024 at 5:00 p.m., Eastern Time, or as soon thereafter as is practicable, or at such
later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes Mitchell
Silberberg & Knupp LLP, counsel to the Registrant, to orally modify or withdraw this request for acceleration.

Once the Registration Statement
has been declared effective, please orally confirm that event with Blake Baron of Mitchell Silberberg & Knupp LLP, counsel to the
Registrant, at (917) 546-7709, or in his absence, Nimish Patel at (310) 312-3102.

[Signature Page Follows]

    Sincerely,

    PERFECT MOMENT LTD.

    By:
    /s/ Mark Buckley

    Mark Buckley

    Chief Executive Officer

    Cc:
    Nimish Patel, Mitchell Silberberg & Knupp LLP

    Blake Baron, Mitchell Silberberg & Knupp LLP

CORRESP
1
filename1.htm

February 2, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Perfect Moment Ltd. (the “Company”)

Registration Statement on Form S-1 (File No. 333-274913)

Request for Acceleration of Effective Date

Requested Date: February 6, 2024

Requested Time: 5:00 p.m. Eastern Time (US)

Ladies and Gentlemen:

In connection with the above-referenced Registration
Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as a representative of the
several underwriters, hereby join in the request of the Company that the effective date of the Registration Statement be accelerated so
that it will be declared effective at 5:00 p.m., Eastern Time (US), on February 6, 2024, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Act, we wish to
advise you that the underwriters have distributed as many copies of the preliminary prospectus to underwriters, dealers, institutions,
and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The undersigned, as representative of the
several underwriters, has complied and will comply, and we have been informed by the participating underwriters that they have complied
and will comply, with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

Very truly yours,

ThinkEquity LLC

    By:
    /s/ Eric Lord

    Name:
    Eric Lord

    Title:
    Head of Investment Banking

CORRESP
1
filename1.htm

PERFECT MOMENT LTD.

307 Canalot Studios

222 Kensal Road

London W10 5BN

United Kingdom

February 2, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

    Heather Clark

    Kevin Stertzel

    Jennifer Angelini

    Jay Ingram

    RE:

    Perfect Moment Ltd.

    Registration Statement on Form S-1, as amended

    File No. 333-274913

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Perfect Moment Ltd. (the “Registrant”) hereby requests that the U.S. Securities and
Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced registration statement (the “Registration
Statement”) to become effective on February 6, 2024 at 5:00 p.m., Eastern Time, or as soon thereafter as is practicable, or at such
later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes Mitchell
Silberberg & Knupp LLP, counsel to the Registrant, to orally modify or withdraw this request for acceleration.

Once the Registration Statement
has been declared effective, please orally confirm that event with Blake Baron of Mitchell Silberberg & Knupp LLP, counsel to the
Registrant, at (917) 546-7709, or in his absence, Nimish Patel at (310) 312-3102.

[Signature Page Follows]

    Sincerely,

    PERFECT MOMENT LTD.

    By:
    /s/
    Mark Buckley

    Mark Buckley

    Chief Executive Officer

 Cc: Nimish
Patel, Mitchell Silberberg & Knupp LLP

Blake Baron, Mitchell Silberberg & Knupp LLP

CORRESP
1
filename1.htm

February 1, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Perfect Moment Ltd.

    Registration Statement on Form S-1 (File No. 333-274913)

    Withdrawal of Prior Acceleration Request

 Ladies and Gentlemen:

Reference is made to our letter, filed as correspondence with the U.S.
Securities and Exchange Commission via EDGAR on January 30, 2024, in which we requested the acceleration of the effective date of the
above-captioned Registration Statement to 5:00 p.m. Eastern time, on February 1, 2024. We are no longer requesting that the Registration
Statement be declared effective at that date and time, and we hereby formally withdraw our prior request for acceleration of the effective
date of the above-captioned Registration Statement.

Very truly yours,

ThinkEquity LLC

    By:
    /s/ Eric Lord

    Name:
    Eric Lord

    Title:
    Head of Investment Banking

CORRESP
1
filename1.htm

PERFECT MOMENT LTD.

307 Canalot Studios

222 Kensal Road

London W10 5BN

United Kingdom

February 1, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Heather Clark

    Kevin Stertzel

    Jennifer Angelini

    Jay Ingram

    RE:
    Perfect Moment Ltd.

    Registration Statement on Form S-1, as amended

    File No. 333-274913

Ladies and Gentlemen:

Reference is made to our
letter, filed as correspondence via EDGAR on January 30, 2024, in which we requested the acceleration of the effective date of the above-referenced
Registration Statement for February 1, 2024 at 5:00 p.m., Eastern Time, in accordance with Rule 461 under the Securities Act of 1933,
as amended. We hereby formally withdraw our request for acceleration of the effective date.

[Signature Page Follows]

    Sincerely,

    PERFECT MOMENT LTD.

    /s/ Mark Buckley

    Mark Buckley

    Chief Executive Officer

    Cc:
    Nimish Patel, Mitchell Silberberg & Knupp LLP

    Blake Baron, Mitchell Silberberg & Knupp LLP

CORRESP
1
filename1.htm

January 30, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Perfect Moment Ltd. (the “Company”)

Registration Statement on Form S-1 (File No. 333-274913)

Request for Acceleration of Effective Date

Requested Date: February 1, 2024

Requested Time: 5:00 p.m. Eastern Time (US)

Ladies and Gentlemen:

In connection with the above-referenced Registration
Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as a representative of the
several underwriters, hereby join in the request of the Company that the effective date of the Registration Statement be accelerated so
that it will be declared effective at 5:00 p.m., Eastern Time (US), on February 1, 2024, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Act, we wish to
advise you that the underwriters have distributed as many copies of the preliminary prospectus to underwriters, dealers, institutions,
and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The undersigned, as representative of the
several underwriters, has complied and will comply, and we have been informed by the participating underwriters that they have complied
and will comply, with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

Very truly yours,

ThinkEquity LLC

    By:
    /s/ Eric Lord

    Name:
    Eric Lord

    Title:
    Head of Investment Banking

CORRESP
1
filename1.htm

PERFECT MOMENT LTD.

307 Canalot Studios

222 Kensal Road

London W10 5BN

United Kingdom

January 30, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

    Heather Clark

    Kevin Stertzel

    Jennifer Angelini

    Jay Ingram

    RE:

    Perfect Moment Ltd.

    Registration Statement on Form S-1, as amended

    File No. 333-274913

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Perfect Moment Ltd. (the “Registrant”) hereby requests that the U.S. Securities and
Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced registration statement (the “Registration
Statement”) to become effective on February 1, 2024 at 5:00 p.m., Eastern Time, or as soon thereafter as is practicable, or at such
later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes Mitchell
Silberberg & Knupp LLP, counsel to the Registrant, to orally modify or withdraw this request for acceleration.

Once the Registration Statement
has been declared effective, please orally confirm that event with Blake Baron of Mitchell Silberberg & Knupp LLP, counsel to the
Registrant, at (917) 546-7709, or in his absence, Nimish Patel at (310) 312-3102.

[Signature Page Follows]

    Sincerely,

    PERFECT MOMENT LTD.

    By:
    /s/
    Mark Buckley

    Mark Buckley

    Chief Executive Officer

 Cc: Nimish
Patel, Mitchell Silberberg & Knupp LLP

Blake Baron, Mitchell Silberberg & Knupp LLP

CORRESP
1
filename1.htm

January 24, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Perfect Moment Ltd.

    Registration Statement on Form S-1 (File No. 333-274913)

    Withdrawal of Prior Acceleration Request

Ladies and Gentlemen:

Reference is made to our letter, filed as correspondence with the U.S.
Securities and Exchange Commission via EDGAR on January 22, 2024, in which we requested the acceleration of the effective date of the
above-captioned Registration Statement to 5:00 p.m. Eastern time, on January 24, 2024. We are no longer requesting that the Registration
Statement be declared effective at that date and time, and we hereby formally withdraw our prior request for acceleration of the effective
date of the above-captioned Registration Statement.

Very truly yours,

ThinkEquity LLC

    By:
    /s/ Eric Lord

    Name:
    Eric Lord

    Title:
    Head of Investment Banking

CORRESP
1
filename1.htm

PERFECT MOMENT LTD.

307 Canalot Studios

222 Kensal Road

London W10 5BN

United Kingdom

January 24, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Heather Clark

    Kevin Stertzel

    Jennifer Angelini

    Jay Ingram

    RE:
    Perfect Moment Ltd.

    Registration Statement on Form S-1, as amended

    File No. 333-274913

Ladies and Gentlemen:

Reference is made to our
letter, filed as correspondence via EDGAR on January 22, 2024, in which we requested the acceleration of the effective date of the above-referenced
Registration Statement for January 24, 2024 at 5:00 p.m., Eastern Time, in accordance with Rule 461 under the Securities Act of 1933,
as amended. We hereby formally withdraw our request for acceleration of the effective date.

[Signature Page Follows]

    Sincerely,

    PERFECT MOMENT LTD.

    /s/ Mark Buckley

    Mark Buckley

    Chief Executive Officer

    Cc:
    Nimish Patel, Mitchell Silberberg & Knupp LLP

    Blake Baron, Mitchell Silberberg & Knupp LLP

CORRESP
1
filename1.htm

January 22, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Perfect Moment Ltd. (the “Company”)

    Registration Statement on Form S-1 (File No. 333-274913)

    Request for Acceleration of Effective Date

    Requested Date: January 24, 2024

    Requested Time: 5:00 p.m. Eastern Time (US)

Ladies and Gentlemen:

In connection with the above-referenced Registration
Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as a representative of the
several underwriters, hereby join in the request of the Company that the effective date of the Registration Statement be accelerated so
that it will be declared effective at 5:00 p.m., Eastern Time (US), on January 24, 2024, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Act, we wish
to advise you that the underwriters have distributed as many copies of the preliminary prospectus to underwriters, dealers, institutions,
and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned, as representative of
the several underwriters, has complied and will comply, and we have been informed by the participating underwriters that they have complied
and will comply, with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

Very truly yours,

ThinkEquity LLC

    By:
    /s/ Eric Lord

    Name:
    Eric Lord

    Title:
    Head of Investment Banking

CORRESP
1
filename1.htm

PERFECT MOMENT LTD.

307 Canalot Studios

222 Kensal Road

London W10 5BN

United Kingdom

January 22, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

  Attention:

  Heather Clark

Kevin Stertzel

Jennifer Angelini

Jay Ingram

  RE:

  Perfect Moment Ltd.

Registration Statement on Form S-1, as amended

File No. 333-274913

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Perfect Moment Ltd. (the “Registrant”) hereby requests that the U.S. Securities and
Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced registration statement (the
“Registration Statement”) to become effective on January 24, 2024 at 5:00 p.m., Eastern Time, or as soon thereafter as is
practicable, or at such later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant
hereby authorizes Mitchell Silberberg & Knupp LLP, counsel to the Registrant, to orally modify or withdraw this request for acceleration.

Once
the Registration Statement has been declared effective, please orally confirm that event with Blake Baron of Mitchell Silberberg &
Knupp LLP, counsel to the Registrant, at (917) 546-7709, or in his absence, Nimish Patel at (310) 312-3102.

[Signature Page Follows]

    Sincerely,

PERFECT MOMENT LTD.

    By:
    /s/ Mark Buckley

    Mark Buckley

Chief Executive Officer

  Cc:
  Nimish Patel, Mitchell Silberberg & Knupp LLP

Blake Baron,
Mitchell Silberberg & Knupp LLP

CORRESP
1
filename1.htm

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

United States securities and exchange commission logo
December 6, 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. 2 to Registration Statement on Form S-1
Filed December 1, 2023
File No. 333-274913
Dear Mark Buckley:
            We have reviewed your amended registration statement and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
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.

 FirstName LastNameMark Buckley
 Comapany NamePerfect Moment Ltd.
 December 6, 2023 Page 2
 FirstName LastName
Mark Buckley
Perfect Moment Ltd.
December 6, 2023
Page 2
            Please 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
cc:       Blake Baron

CORRESP
1
filename1.htm

SEC Division of Corporation Finance

Office of Manufacturing

November 6, 2023

Page 1

November 6, 2023

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.

  Registration Statement
                                            on Form S-1

  Filed October
                                            10, 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 October 18, 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. 1 to the above-referenced filing (the “Amendment”).
The Staff’s comment is set forth below in bold, followed by the Company’s response:

Form S-1 filed October 10, 2023

Certain Relationships and Related Transactions, page 90

1. We note disclosure regarding a personal guarantee from JGA on pages 54 and 90, and a $4 million personal guarantee from Max Gottschalk
on page 90. Please revise to clarify whether these are the same guarantee or otherwise related. Please also file the HSBC trade finance
facility, UBS standby documentary credit, and JGA/Gottschalk personal guarantee(s) as exhibits to your registration statement or tell
us why you believe these are not required to be filed under Item 601 of Regulation S-K.

RESPONSE: In response to the Staff’s
comment above, the Company has revised its disclosure on pages 54 and 90 of the Amendment to clarify that the guarantees by JGA and
Max Gottschalk are two different guarantees.

The trade finance facility was originally
secured by (1) a standby documentary credit for $1.00 million from UBS Switzerland AG and (2) a personal guarantee to the value of $4.00
million from Max Gottschalk.

The UBS documentary credit expired on
April 30, 2023 and the facility instead became secured by charge over cash deposits equal to the amount of the facility used at any given
moment in time in addition to the aforementioned personal guarantee by Mr. Gottschalk. The personal guarantee provided by Max Gottschalk
remained in place.

On June 26, 2023, the UBS standby documentary
credit was reinstated for $1.00 million. The UBS standby documentary credit that was then secured by a guarantee from J. Gottschalk &
Associates (“JGA”). The original personal guarantee by Mr. Gottschalk to the value of $4.00 million is an additional guarantee
securing the facility as a whole.

The trade finance facility is also secured by a guarantee by
Perfect Moment Ltd. in the amount of $2,000,000.

The Company has filed, as Exhibits 10.31 through 10.39 to the Amendment,
the HSBC trade finance facility agreement and the amendments thereto, the UBS standby documentary credit, the charge over cash deposits,
the guarantee by Perfect Moment Ltd., the JGA guarantee and the Max Gottschalk personal guarantee.

SEC Division of Corporation Finance

Office of Manufacturing

November 6, 2023

Page 2

Change in Independent Registered Public Accounting Firm, page
112

2. We note disclosure on page 112 that your former accountants advised management of two material weaknesses in internal controls
related to the year ended March 31, 2021. Please disclose in the risk factor section what measures, if any, you are undertaking to address
the material weaknesses, the timetable for remediation, and whether there is any associated material costs.

RESPONSE: The Company has subsequently
addressed the two material weaknesses in internal controls related to the year ended March 31, 2021 as identified by CohnReznick LLP,
as follows:

 1. Lack of internal control over the preparation and review of financial
                                            statements: The Company’s current finance team consists of two qualified CPAs from
                                            the United States, one qualified Chartered Global Management Accountant (CGMA), one qualified
                                            CPA (Hong Kong) and one qualified CPA (Canada), along with three qualified accounting technicians
                                            (Association of Accounting Technicians) in support functions. All team members are permanent
                                            employees, creating a stable environment, and collectively bring a wealth of experience and
                                            best practices relating to controlling and reporting from various industries, including retail.
                                            The Company believes that its current finance team is well-versed in the specificities of
                                            controls required for a retail and wholesale business.

 2. Lack of internal controls over the accounting for employee
                                            expenses, in particular insufficient review procedures: The Company has revised its internal
                                            controls over accounting for employee expenses as follows: First, an accounts assistant reviews
                                            the expense submission to ensure all claims are fully substantiated by receipts, correct
                                            fixes are applied, the nature of the claims are in line with Company policies and the expenses
                                            are reasonable. Any questions, concerns or issues are raised with the claimant, the applicable
                                            line manager, the entity financial controller, the Finance Director or the CFO, as appropriate.
                                            The claimant’s line manager is required to approve expenses. For senior employees,
                                            other than the CEO, all expenses must be approved by the CEO. For the CEO, all expenses must
                                            be approved by the CFO or the Finance Director. In addition, the Finance Director approves
                                            the payment runs for each entity and will implement further controls on expense payments
                                            where deemed necessary. The Company believes that the CFO and the Finance Director have sufficient
                                            independence, seniority and influence to challenge the expenses of any employee including
                                            the CEO.

The Company does not believe that any risks remain outstanding
related to the above items, and its current auditor, Weinberg & Company, P.A., has not identified any such weaknesses in connection
with its review of the Company’s financial statements for the fiscal years ended March 31, 2023 and March 31, 2022.

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

United States securities and exchange commission logo
October 18, 2023
Mark Buckley
Chief Executive Officer
Perfect Moment Ltd.
307 Canalot Studios
222 Kensal Road
London W10 5BN United Kingdom
Re:Perfect Moment Ltd.
Registration Statement on Form S-1
Filed October 10, 2023
File No. 333-274913
Dear Mark Buckley:
            We have reviewed your registration statement and have the following comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Form S-1 filed October 10, 2023
Certain Relationships and Related Transactions, page 90
1.We note disclosure regarding a personal guarantee from JGA on pages 54 and 90, and a
$4 million personal guarantee from Max Gottschalk on page 90. Please revise to clarify
whether these are the same guarantee or otherwise related. Please also file the HSBC trade
finance facility, UBS standby documentary credit, and JGA/Gottschalk personal
guarantee(s) as exhibits to your registration statement or tell us why you believe these are
not required to be filed under Item 601 of Regulation S-K.
Change in Independent Registered Public Accounting Firm, page 112
2.We note disclosure on page 112 that your former accountants advised management of two
material weaknesses in internal controls related to the year ended March 31, 2021. Please
disclose in the risk factor section what measures, if any, you are undertaking to address
the material weaknesses, the timetable for remediation, and whether there is any

 FirstName LastNameMark Buckley
 Comapany NamePerfect Moment Ltd.
 October 18, 2023 Page 2
 FirstName LastName
Mark Buckley
Perfect Moment Ltd.
October 18, 2023
Page 2
associated material costs.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please 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

CORRESP
1
filename1.htm

SEC Division of Corporation Finance

Office of Manufacturing

October 10, 2023

Page 1

October 10, 2023

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. 1 to draft Registration Statement on Form S-1

    Submitted August 7, 2023

    CIK No. 0001849221

Dear Ms. Clark, Mr. Stertzel, Ms. Angelini and Mr. Ingram:

Perfect Moment Ltd. (the “Company”) confirms receipt
of the letter dated August 31, 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 publicly filing a registration statement on Form S-1 (the “Registration Statement”).
The Staff’s comment is set forth below in bold, followed by the Company’s response:

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.

RESPONSE: The Company does not
intend to register the additional shares that are issuable under the consultancy agreements with Lucius and Montrose in the event that
the initial public offering price is less than $5.00 per share. The Company has included disclosure in response to the Staff’s comment
above on pages 91, 92, 97 and 98 of the Registration Statement to clarify that these shares will be restricted securities.

 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.

RESPONSE: In response to the Staff’s comment
above, the Company removed the following language from page II-3 of the Registration Statement: “Laidlaw & Company (UK) Ltd. acted as introducing broker
for the Series A convertible preferred stock.” because Laidlaw did not act as introducing
broker for the Series A convertible preferred stock. The Company also added the following language on pages 91, 95 and 104 of the Registration Statement: “Laidlaw
also acted as introducing broker for the Series B convertible preferred stock and was paid a cash fee of $594,999, and was reimbursed
$30,000 of fees and expenses, including legal fees, in connection with such role.” The Company also revised the definition of the
“share exchange” on page 1 of the Registration Statement to refer to the “2021 share exchange”.

SEC Division of Corporation Finance

Office of Manufacturing

October 10, 2023

Page 2

 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.

RESPONSE: The Company is no longer registering shares
of common stock for resale pursuant to this Registration Statement and has removed all disclosure related to a resale 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.

RESPONSE: In response to the Staff’s
comment above, the Company has revised its disclosure on pages 40 and 41 of the Registration Statement by revising the adjusted amounts
in Capitalization and Dilution, respectively, to reflect the potential issuance of the 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.

RESPONSE: In response to the Staff’s comment
above, the Company has revised its disclosure in response to the Staff’s comment above in the Risk Factors section on page 35
of the Registration Statement to more clearly describe the potential conflicts of interest, including disclosing that the rights granted
to Lucius create an incentive for the affiliated underwriter to negotiate a lower offering price than the Company’s valuation and
other factors might warrant and to add that such potential conflicts of interest will be mitigated by the fact that ThinkEquity has been
added as joint bookrunner for the primary offering, and the fact that the Company’s board of directors will make the final determination
of the public offering price. The Company also notes that it is no longer registering shares of common stock for resale pursuant to this
Registration Statement and has therefore not added disclosure related to potential conflicts of interest as a result of a primary offering
and a secondary offering being concurrently conducted.

SEC Division of Corporation Finance

Office of Manufacturing

October 10, 2023

Page 3

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.

RESPONSE: In response to the
Staff’s comment above, the Company has revised (i) in the second bullet point in the Capitalization section on page 40 of the
Registration Statement 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.

RESPONSE: In response to
the Staff’s comment above, the Company has added Adjusted operating expenses (defined as operating expenses excluding
stock-based compensation expense) as a non GAAP measure and provided the disclosures required by Item 10(e)(1)(i) of Regulation S-K
on page  46 of the Registration Statement.

 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.

RESPONSE: In response to the Staff’s
comment above, the Company has amended the disclosures on pages 43, 44, 45, 46 and 47 of the Registration Statement and is no longer referring
to non-GAAP measures as metrics, but as “key financial measures.”

 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.

RESPONSE: In response to the Staff’s
comment above, the Company has amended the disclosures for each non-GAAP measure identified including EBITDA and adjusted operating expenses,
and deleted the reference to operating loss excluding stock-based compensation, on pages 45, 46 and 47 of the Registration Statement.

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.

RESPONSE: In response to the Staff’s comment
above, the Company has revised its disclosure on page 90 of the Registration Statement to clarify that the Company’s engagement
of Deliberate Software Limited is continuing and the Company’s engagement of Jing Holdings ended on February 28, 2022.

SEC Division of Corporation Finance

Office of Manufacturing

October 10, 2023

Page 4

 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.

RESPONSE: In response to the Staff’s comment
above, the Company has revised its disclosure on page 92 of the Registration Statement to quantify the number of shares issued to each
of the four share assignees under the Montrose consultancy agreement and to disclose that Mark Tompkins is a former director of the Company.

 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.

RESPONSE: In response to the Staff’s
comment above, the Company has revised its disclosure on page 90 of the Registration Statement to include a description of the consulting
agreement with its director Tracy Barwin. In addition, the Company will be filing, by amendment, a copy of such agreement, together with any employment agreements
with its senior management, as Exhibits 10.1, 10.2, 10.3 and 10.4 to the 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.

RESPONSE: In response to the Staff’s comment
above, the Company has revised its disclosure on page 98 of the Registration Statement under the caption “Share Adjustment Rights”
to describe the share adjustment rights granted to Montrose and its four share assignees under the Montrose consultancy agreement. The
Company is no longer registering shares of common stock for resale pursuant to this Registration Statement. Therefore, the Company has
revised its disclosure on page 97 of the Registration Statement under the caption “Demand Registration Rights” accordingly. No separate registration rights agreements were executed in connection
with such registration rights.

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,

    Mark Buckley,

    Chief Executive Officer

United States securities and exchange commission logo
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

United States securities and exchange commission logo
April 8, 2022
Negin Yeganegy
Chief Executive Officer
Perfect Moment Ltd.
209 Canalot Studios
222 Kensal Road
London W10 5BN United Kingdom
Re:Perfect Moment Ltd.
Draft Registration Statement on Form S-1
Submitted March 14, 2022
CIK No. 0001849221
Dear Ms. Yeganegy:
            We have reviewed your 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.
Draft Registration Statement on Form S-1
Cover Page
1.Please revise the Explanatory Note immediately following the registration statement cover
to reconcile the apparent inconsistencies between the principal points and the alternate
pages you have submitted.  For example, and without limitation, we note that a different
Offering subsection in the Prospectus Summary is identified but does not appear, while a
different Determination of Offering Price section is not identified but does appear.

 FirstName LastNameNegin Yeganegy
 Comapany NamePerfect Moment Ltd.
 April 8, 2022 Page 2
 FirstName LastName
Negin Yeganegy
Perfect Moment Ltd.
April 8, 2022
Page 2
2.Please revise the prospectus covers to address the following:

•Revise the IPO prospectus cover to describe the resale offering occurring
concurrently with and following your initial public offering and to highlight the
potential risks to investors.

•Clearly state in both prospectuses whether, or to what extent, the resale offering is
contingent upon the primary offering and/or Nasdaq listing.

•Revise the resale prospectus cover to identify the IPO price range and midpoint.
Clearly disclose here and in the Determination of Offering Price section that the
selling stockholders will initially offer the shares at a fixed price and, following
Nasdaq listing, may offer the shares with at-the-market pricing, ensuring consistency
with disclosure in the Plan of Distribution section.

•We note that the number of shares to be issued to noteholders is dependent upon the
initial public offering price.  Please clearly disclose the total amount of principal and
accrued interest to be used for this calculation.  Since the number of newly-issued
shares will not be known until pricing, tell us how your propose to disclose the
number of shares being offered in the preliminary resale prospectus, and make
conforming revisions.  Refer to Item 501(b)(2) of Regulation S-K.

•Revise the IPO prospectus cover, and elsewhere as appropriate, to disclose the
underwriter warrants referenced in note 5 to the registration fee table.

•Include an alternate table of contents and the dealer prospectus delivery obligation on
the inside front cover of the resale prospectus.  Refer to Item 502 of Regulation S-K.
About this Prospectus, page ii
3.Please revise the final paragraph to clearly describe the resale offering taking place
concurrently with and following your initial public offering.  In this regard, we note the
statement that "shares of our common stock are currently being offered under this
prospectus by certain stockholders" (emphasis added).  The resale offering should also be
prominently disclosed in your prospectus summary, including statements that you will
receive no proceeds from the resale offering, but investors will experience dilution upon
note conversion.  Highlight the other potential risks and cross-reference to appropriate risk
factor disclosure.
Prospectus Summary, page 1
4.Please balance your disclosure in the summary with information regarding your history of
operating losses, negative cash flows, and accumulated deficit.  Additionally, please
highlight that your auditor has expressed substantial doubt about your ability to continue
as a going concern.

 FirstName LastNameNegin Yeganegy
 Comapany NamePerfect Moment Ltd.
 April 8, 2022 Page 3
 FirstName LastName
Negin Yeganegy
Perfect Moment Ltd.
April 8, 2022
Page 3
5.Please revise your disclosure to clearly describe the reorganization and your current
corporate structure, including an organizational chart.  If true, disclose that you are a
holding company and all operations are carried out by your subsidiaries.  Clearly describe
and distinguish the operations carried out by each of your subsidiaries.  Reconcile
apparently inconsistent statements on page 1 that refer to PMA both as a "privately held
Hong Kong corporation" and as your subsidiary.  Additionally reconcile statements that
indicate PMA was organized in 2012, yet Mr. and Mrs. Gottschalk have served as
directors since 2011.  File as an exhibit the list of subsidiaries required by Item 601(b)(21)
of Regulation S-K.
6.We note your disclosure on page 7 that "The Company mainly operates its business
through PMA."  Please review the Division of Corporation Finance's December 20, 2021
guidance "Sample Letter to China-Based Companies," available at:
https://www.sec.gov/corpfin/sample-letter-china-based-companies, and update your
disclosure to discuss the legal and operational risks associated with being a China-based
company, or explain why such comments are not applicable to the company.  Provide
comparative information in support of your analysis, including quantification of relevant
financial measures, and tell us where your principal business operations, management, and
employees are located.
7.Please revise your disclosure to clearly describe the origins and history of your company.
Statements that your "brand was born in . . . 1984" and "our almost 37 years of sportswear
experience" appear inconsistent with Perfect Moment Asia having been organized in 2012
and commencing operations in 2019; revise to reconcile.  Clarify the connection between
Thierry Donard and your company, describing what you acquired when "Perfect Moment
was later purchased," including intellectual property or other proprietary rights, and the
nature of your ongoing relationship.  Explain why it is appropriate to refer to Mr. Donard
as "our founder" and how you are able to "leverag[e] decades of experience, field testing
and obsessive attention to detail gained through [him]," in light of the foregoing.  File
material agreements related to the foregoing as exhibits to your registration statement.
8.We note that you granted six stockholders the right to be issued additional shares if your
IPO price is less than $5.00 per share.  Please revise your disclosure to address the
following:

•Set forth the aggregate number of additional shares issuable pursuant to such rights,
making needed assumptions;
•Disclose that one or more of these stockholders is an affiliate of the IPO underwriter;
•Include risk factor disclosure assessing the material risks to investors, such as
potential dilution and conflicts of interest; and
•Reference these matters within the section of each prospectus that describes the
determination of the IPO price.

 FirstName LastNameNegin Yeganegy
 Comapany NamePerfect Moment Ltd.
 April 8, 2022 Page 4
 FirstName LastName
Negin Yeganegy
Perfect Moment Ltd.
April 8, 2022
Page 4
Risk Factors, page 12
9.We note that your forum selection provision identifies the Court of Chancery of the State
of Delaware as the exclusive forum for certain litigation, including any "derivative
action."  Please disclose whether this provision applies to actions arising under the
Securities Act or Exchange Act.  In that regard, we note that Section 27 of the Exchange
Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or
liability created by the Exchange Act or the rules and regulations thereunder, and Section
22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all
suits brought to enforce any duty or liability created by the  Securities Act or the rules and
regulations thereunder.  If the provision applies to Securities Act claims, please also revise
your registration statement to state that there is uncertainty as to whether a court would
enforce such provision and that investors cannot waive compliance with the federal
securities laws and the rules and regulations thereunder.  If this provision does not apply
to actions arising under the Securities Act or Exchange Act, please also revise to ensure
that the exclusive forum provision in the governing documents states this clearly, or tell us
how you will inform investors in future filings that the provision does not apply to any
actions arising under the Securities Act or Exchange Act.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Supplier Concentration, page 42
10.Please disclose the names of your principal suppliers as required by Item 101(h)(4)(v) of
Regulation S-K.
Our Business, page 58
11.Please define or describe what is meant by references to yourself as a "digital native"
or "digitally native company" in light of your wholesale channel of distribution and
"physical store network."
12.Your business strategy identifies a number of potential growth opportunities (e.g., new
geographic markets, localized products and experiences, retail stores in select locations,
etc.), but uses language suggesting these may be aspirational in nature.  Please revise to
clearly describe your business plans regarding such opportunities, including your expected
timetable, implementation steps, and material hurdles to overcome.
Management, Director Compensation Table, page 78
13.We note that the description of Mrs. and Mr. Gottschalk's consulting agreements identify
different monthly payments, yet the table indicates each was paid the same amount (less
the bonus); moreover, this amount is greater than either annualized monthly payment.
Please revise to reconcile these apparent inconsistencies.  Please also disclose amounts
payable, as appropriate, to ensure consistency with the amount of compensation identified
in Note 16 of the financial statements.

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 Comapany NamePerfect Moment Ltd.
 April 8, 2022 Page 5
 FirstName LastNameNegin Yeganegy
Perfect Moment Ltd.
April 8, 2022
Page 5
Certain Relationships and Related Transactions, page 85
14.Please revise your disclosure to address the following:

•Name the related person involved in each transaction, as required by Item 404(a)(1)
of Regulation S-K.

•Revise the description of transactions involving the issuance of securities
(e.g., options, warrants, convertible debt) to identify the issuer.  Clarify whether these
represent your securities following the corporate reorganization, and ensure that all
transactions involving your securities are disclosed in Item 15 of Part II pursuant to
the requirements of Item 701 of Regulation S-K.

•Update the description of outstanding indebtedness as of the most recent practicable
date and disclose the other information, if applicable, required by Item 401(a)(5) of
Regulation S-K.

•Describe the personal guarantee of your director and shareholder that secures the
trade finance facility, according to disclosure on page F-17.
15.Please file the consulting agreement with Lucius Partners LLC as an exhibit to your
registration statement and revise your disclosure to address the following:

•The agreement is described as being entered into on March 11, 2021, and ending
twelve months from its date (or earlier closing of an underwritten initial public
offering).  Revise to clarify whether the agreement ended on March 11, 2022.

•The deadline of March 31, 2022, for consummation of the initial public offering or
other transactions described has passed.  Update to disclose whether the
consultant forfeited shares or other adjustment to the consultant's shares were made.
Shares Eligible for Future Sale, page 93
16.This section appears to relate only to shares sold in the primary offering.  Please revise to
also address shares registered for sale by the selling stockholders.  See Item 201(a)(2) of
Regulation S-K.
Underwriting, page 98
17.Please revise this section to address the following items, in accordance with Item 508(a)
of Regulation S-K:

•We note disclose on page 86 that the underwriter acted as introducing broker for the
notes.  Please describe this relationship here and quantify the cash fee the underwriter
was paid, in addition to reimbursement of fees and expenses.

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 Comapany NamePerfect Moment Ltd.
 April 8, 2022 Page 6
 FirstName LastName
Negin Yeganegy
Perfect Moment Ltd.
April 8, 2022
Page 6
•Describe your relationship with Lucius Partners LLC as an affiliate of the
underwriter.  Include disclosure that Lucius received shares as compensation for
services, has the right to receive additional shares if the IPO price is below $5 per
share, and intends to sell its shares in the secondary offering, together with a cross-
reference to the full description of the agreement in the related party transactions
section.
Legal Matters, page 102
18.We note disclosure that your counsel and counsel for the underwriter own shares of your
common stock.  Please revise to provide more information regarding this substantial
interest pursuant to Item 509 of Regulation S-K, including disclosure that counsel
expects to sell these shares in the resale offering.
Financial Statements
Note 1. Nature of Operations and Basis of Presentation
Nature of operations, page F-8
19.We note your statement that the statements of equity (deficit) have been changed to
present PMA equity movements as if they were PML equity movements due ot the reverse
acquisition.  As there is no other mention in the document of a reverse acquisition, please
disclose your accounting treatment for the share exchange and tell us the basis for your
accounting treatment.  Please address the guidance in ASC 805-10 and 805-40.  In
addition, tell us your consideration of accounting for the share exchange as a
reverse recapitalization merger in which the transaction is accounted for as a capital
transaction with the issuance of the company's stock for the net monetary assets of PMA,
accompanied by a recapitalization of the company.
Note 8. Other Borrowings, page F-17
20.We note disclosure that your debt financing term started on March 15, 2021, with a
mandatory redemption date of March 15, 2022, if not converted in connection with an
IPO.  Please update to disclose whether the mandatory redemption date has been
extended.
Note 10. Consultant Stock Awards, page F-20
21.We note that you issued common share awards to consultants for "services relating to the
IPO."  We further note that you have accounted for such share issuances as deferred
offering costs and an offset to your convertible debt obligations.  Please fully explain the
nature of these costs and address how they are directly attributable to the IPO per SAB
Topic 5A.  Your response should also address your accounting for the shares as an offset
to your debt including the accounting literature that supports the basis for your
conclusions.

 FirstName LastNameNegin Yeganegy
 Comapany NamePerfect Moment Ltd.
 April 8, 2022 Page 7
 FirstName LastName
Negin Yeganegy
Perfect Moment Ltd.
April 8, 2022
Page 7
22.We note the terms associated with your consultant stock awards contain a provision for a
50%% clawback in the event an IPO is not achieved by March 31, 2022.   Please update
your disclosure to indicate whether you have exercised the clawback provision or
provided an extension to the term of the stock awards agreement.
Part II
I