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- S-1/A IPO registration
- 2.1 Share Exchange Agreement
- 3.1 Certificate of Incorporation of the Company, Effective As of January 11, 2021
- 3.2 Certificate of Correction, Effective As of January 25, 2021
- 3.3 Form of Certificate of Incorporation of the Company, to Be Effect Upon the Initial Closing of the Company's Initial Public Offering
- 3.4 Bylaws of the Company Currently In Effect
- 3.5 Form of Bylaws of the Company, to Be In Effect Upon the Initial Closing of the Company's Initial Public Offering
- 4.1 Form of the Company's Common Stock Certificate
- 4.3 Form of Convertible Promissory Note for 2021 Debt Financing
- 4.4 Form of Amendment No. 1 to Convertible Promissory Note for 2021 Debt Financing
- 4.5 Form of Amendment No. 2 to Convertible Promissory Note for 2021 Debt Financing
- 4.6 Form of Convertible Promissory Note for 2022 Debt Financing
- 4.7 Form of Amendment No. 1 to Convertible Promissory Note for 2022 Debt Financing
- 10.1 Employment Agreement Between Perfect Moment (Uk) Limited and Mark Buckley
- 10.2 Employment Agreement Between Perfect Moment LTD. and Jeff Clayborne
- 10.3 Employment Agreement Between Perfect Moment (Uk) Limited and Jane Gottschalk
- 10.4 Consulting Agreement Between Perfect Moment Asia Limited and Max Gottschalk
- 10.5 Consulting Agreement Between Perfect Moment Asia Limited and Jane Gottschalk
- 10.6 Consulting Agreement Between Perfect Moment Asia Limited and Tracy Barwin
- 10.7 Consulting Agreement Between Perfect Moment Asia Limited and Arnhem Consulting Limited
- 10.8 2021 Equity Incentive Plan and Forms of Award Agreements Thereunder
- 10.9 Form of Securities Purchase Agreement for 2021 Debt Financing
- 10.10 Form of Security Agreement for 2021 Debt Financing
- 10.11 Form of Registration Rights Agreement for 2021 Debt Financing
- 10.12 Form of Copyright Security Agreement for 2021 Debt Financing
- 10.13 Form of Patent Security Agreement for 2021 Debt Financing
- 10.14 Form of Trademark Security Agreement for 2021 Debt Financing
- 10.15 Form of Securities Purchase Agreement for 2022 Debt Financing
- 10.16 Form of Security Agreement for 2022 Debt Financing
- 10.17 Form of Registration Rights Agreement for 2022 Debt Financing
- 10.18 Independent Director Agreement Between Perfect Moment LTD. and Andre Keijsers
- 10.19 Independent Director Agreement Between Perfect Moment LTD. and Berndt Hauptkorn
- 10.20 Independent Director Agreement Between Perfect Moment LTD. and Tracy Barwin
- 10.21 Form of Indemnification Agreement for Directors and Officers
- 10.22 Consulting Agreement Among Perfect Moment LTD., Perfect Moment Asia LTD. and Lucius Partners LLC
- 10.23 Amendment to Consulting Agreement Among Perfect Moment LTD., Perfect Moment Asia LTD. and Lucius Partners LLC
- 10.24 Second Amendment to Consulting Agreement Among Perfect Moment LTD., Perfect Moment Asia LTD. and Lucius Partners LLC
- 10.25 Third Amendment to Consulting Agreement Among Perfect Moment LTD., Perfect Moment Asia LTD. and Lucius Partners LLC
- 10.26 Consulting Agreement Between Perfect Moment Asia LTD. and Montrose Capital Partners Limited
- 10.27 Amendment to Term Sheet and Consulting Agreement Between Perfect Moment Asia LTD. and Montrose Capital Partners Limited
- 10.28 Second Amendment to Term Sheet and Consulting Agreement Between Perfect Moment Asia LTD. and Montrose Capital Partners Limited
- 10.29 Third Amendment to Consulting Agreement Between Perfect Moment Asia LTD., Perfect Moment LTD. and Montrose Capital Partners Limited
- 10.30 Fourth Amendment to Consulting Agreement Between Perfect Moment Asia LTD., Perfect Moment LTD. and Montrose Capital Partners Limited
- 10.31 Facility Letter Agreement Between Perfect Moment Asia Limited and HSBC
- 10.32 Amendment to Facility Letter Agreement, Dated April 11, 2023, Between Perfect Moment Asia Limited and HSBC
- 10.33 Amendment to Facility Letter Agreement, Dated July 10, 2023, Between Perfect Moment Asia Limited and HSBC
- 10.34 Ubs Switzerland Ag Standby Documentary Credit
- 10.35 Charge Over Securities and Deposits Between Perfect Moment Asia Limited and HSBC
- 10.36 Guarantee of Perfect Moment Limited
- 10.37 Guarantee Agreement Between Perfect Moment Asia Limited and J. Gottschalk & Associates
- 10.38 Guarantee of Max Gottschalk Dated July 7, 2021
- 10.39 Guarantee of Max Gottschalk Dated June 14, 2018
- 16.1 Letter to Sec from Cohnreznick LLP Dated November 6, 2023
- 23.1 Consent of Weinberg & Company, P.a
- EX-FILING FEES Filing Fee Table
- 9 Feb 24 424B4 Prospectus supplement with pricing info
- 8 Feb 24 EFFECT Notice of effectiveness
- 26 Jan 24 S-1/A IPO registration (amended)
- 22 Jan 24 S-1/A IPO registration (amended)
- 18 Jan 24 S-1/A IPO registration (amended)
- 1 Dec 23 S-1/A IPO registration (amended)
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6 Nov 23 S-1/A IPO registration (amended)
- 10 Oct 23 S-1 IPO registration
Exhibit 3.2
CERTIFICATE OF CORRECTION
OF
PERFECT MOMENT LTD.
(Pursuant to Section 103(f) of the
Delaware General Corporation Law)
Perfect Moment Ltd., a corporation organized and existing under an by virtue of the General Corporation Law of the State of Delaware.
DOES HEREBY CERTIFY:
1. The name of the corporation is Perfect Moment Ltd.
2. That a Certificate of Incorporation was filed with the Secretary of State of Delaware on January 11, 2021, and that said Certificate requires correction as permitted by Section 103 of the General Corporation Law of the State of Delaware.
3. The inaccuracy or defect of said Certificate is:
Article 5 of said Certificate of Incorporation incorrectly stated in word but correctly stated in numerals the authorized number of shares of common stock. The intended number of shares of common stock authorized is one hundred million (100,000,000), and the reference in the said Certificate of Incorporation to “fifty million” should be “one hundred million.”
4. Article 5 of the Certificate is corrected to read as follows:
The total number of shares of capital stock which the Corporation shall have authority is issue is: one hundred ten million (110,000,000). These shares will be divided into two classes with one hundred million (100,000,000) shares designated as common stock at $0.0001 par value (the “Common Stock”) and ten million (10,000,000) shares designated as preferred stock at $0.0001 par value (the “Preferred Stock”).
IN WITNESS WHEREOF, said corporation has caused this Certificate of Correction this 25th day of January, 2021.
By: | /s/ Ian Jacobs | |
Ian Jacobs | ||
Chief Executive Officer, President, | ||
Chief Financial Officer and Secretary |