As filed with the Securities and Exchange Commission on January 22, 2024
Registration No. 333-274913
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 4 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
| Perfect Moment Ltd. |
| (Exact name of registrant as specified in its charter) |
| Delaware | | 2300 | | 86-1437114 |
(State or other jurisdiction of
incorporation or organization) | | (Primary Standard Industrial
Classification Code Number) | | (I.R.S. Employer
Identification Number) |
307 Canalot Studios
222 Kensal Road
London W10 5BN
United Kingdom
+44 (0)204 558 8849
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Vcorp Agent Services, Inc.
108 W. 13th Street, Suite 100
Wilmington, DE 19801
New Castle County
(845) 425-0077
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Nimish Patel | | Barrett S. DiPaolo |
| Blake Baron | | Sichenzia Ross Ference Carmel LLP |
| Mitchell Silberberg & Knupp LLP | | 1185 Avenue of the Americas, 31st Floor |
| 2049 Century Park East, 18th Floor | | New York, NY 10036 |
| Los Angeles, CA 90064 | | 212-930-9700 |
| (310) 312-2000 | | |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| | | Emerging growth company | ☒ |
If an emerging growth company, check indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 4 to the Registration Statement on Form S-1 of Perfect Moment Ltd. (the “Company”) (File No. 333-274913) is being filed as an exhibit-only filing solely to file the form of Underwriting Agreement, form of Underwriter Warrant and Opinion of Mitchell Silberberg & Knupp LLP and to update Exhibit 10.3 (Amendment No. 1 to Employment Agreement between Perfect Moment Ltd. and Jeff Clayborne) and Exhibit 107 (Filing Fee Table). Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature pages to the Registration Statement, and the referenced exhibits. The prospectus and the balance of Part II of the Registration Statement are unchanged hereby and have been omitted.
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits
| 10.35** | | Amendment to Facility Letter Agreement, dated April 11, 2023, between Perfect Moment Asia Limited and HSBC |
| | | |
| 10.36** | | Amendment to Facility Letter Agreement, dated July 10, 2023, between Perfect Moment Asia Limited and HSBC |
| | | |
| 10.37** | | UBS Switzerland AG Standby Documentary Credit |
| | | |
| 10.38** | | Charge over Securities and Deposits between Perfect Moment Asia Limited and HSBC |
| | | |
| 10.39** | | Guarantee of Perfect Moment Limited |
| | | |
| 10.40** | | Guarantee Agreement between Perfect Moment Asia Limited and J. Gottschalk & Associates |
| | | |
| 10.41** | | Guarantee of Max Gottschalk dated July 7, 2021 |
| | | |
| 10.42** | | Guarantee of Max Gottschalk dated June 14, 2018 |
| | | |
| 10.43** | | Amendment to UBS Switzerland AG Standby Documentary Credit |
| | | |
| 16.1** | | Letter to SEC from CohnReznick LLP dated November 6, 2023 |
| | | |
| 21.1** | | List of Subsidiaries |
| | | |
| 23.1** | | Consent of Weinberg & Company, P.A. |
| | | |
| 23.2 | | Consent of Mitchell Silberberg & Knupp LLP (included in Exhibit 5.1) |
| | | |
| 24.1** | | Power of Attorney (included on the signature page to a previously filed registration statement) |
| | | |
| 107 | | Filing Fee Table |
| + | Indicates a management contract or compensatory plan or arrangement. |
| # | The schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request. |
| (b) | No financial statement schedules are provided because the information called for is not required or is shown in the financial statements or the notes thereto. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 4 to the Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of London, United Kingdom, on January 22, 2024.
| | PERFECT MOMENT LTD. |
| | | |
| | By: | /s/ Mark Buckley |
| | | Mark Buckley |
| | | Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 4 to the Registration Statement has been signed by the following persons in the capacities set forth opposite their names and on the date indicated above.
| Signature | | Title | | Date |
| | | | | |
| * | | Chairman of the Board of Directors | | January 22, 2024 |
| Max Gottschalk | | | | |
| | | | | |
| /s/ Mark Buckley | | Chief Executive Officer and Director | | January 22, 2024 |
| Mark Buckley | | (Principal Executive Officer) | | |
| | | | | |
| * | | Chief Financial Officer | | January 22, 2024 |
| Jeff Clayborne | | (Principal Financial and Accounting Officer) | | |
| | | | | |
| * | | Director | | January 22, 2024 |
| Andre Keijsers | | | | |
| | | | | |
| * | | Director | | January 22, 2024 |
| Berndt Hauptkorn | | | | |
| | | | | |
| * | | Director | | January 22, 2024 |
| Jane Gottschalk | | | | |
| | | | | |
| * | | Director | | January 22, 2024 |
| Tracy Barwin | | | | |
| | | | | |
| * | | Director | | January 22, 2024 |
| Tim Nixdorff | | | | |
| *By: | /s/ Mark Buckley | |
| | Mark Buckley | |
| | Attorney-In-Fact | |
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