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.
Mark Buckley
FirstName LastNameMark Buckley
Perfect Moment Ltd.
Comapany6,
December NamePerfect
2023 Moment Ltd.
December
Page 2 6, 2023 Page 2
FirstName LastName
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