10-Q

---

---

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

10-Q

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Forthe quarterly period ended December 31, 2025

OR

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For

the transition period from ________ to ________

Commission

file number: 001-41930

PerfectMoment Ltd.

(Exact name of registrant as specified in its charter)

Delaware	86-1437114
(State<br> or other jurisdiction of<br><br> <br>incorporation<br> or organization)	(I.R.S.<br> Employer<br><br> <br>Identification<br> No.)
244 5^th^ Ave Ste 1219<br><br> <br>New York, NY 10001
---
(Address<br> of principal executive offices)

315-615-6156

(Registrant’s telephone number, including area code)

Securities

registered pursuant to Section 12(b) of the Act:

Title<br> of each class	Trading<br> Symbol(s)	Name<br> of each exchange on which registered
Common Stock, par value $0.0001	PMNT	NYSE American LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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<br> accelerated filer	☐	Accelerated<br> filer	☐
Non-accelerated<br> filer	☒	Smaller<br> reporting company	☒
		Emerging<br> growth company	☒

If an emerging growth company, 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 provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ No

As

of February 12, 2026 there were 46,871,000 shares of common stock, $0.0001 par value per share, outstanding.

---

PERFECT

MOMENT LTD.

TABLE

OF CONTENTS

	Page<br><br> <br>Number
Special<br> Note Regarding Forward-Looking Statements	ii
PART<br> I - FINANCIAL INFORMATION	2
Item<br> 1. Condensed Consolidated Financial Statements (Unaudited)	2
Item<br> 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3. Quantitative and Qualitative Disclosures About Market Risk	28
Item 4. Controls and Procedures	29
PART II - OTHER INFORMATION	30
Item 1. Legal Proceedings	30
Item 1A. Risk Factors	30
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3. Defaults Upon Senior Securities	31
Item 4. Mine Safety Disclosures	31
Item 5. Other Information	31
Item 6. Exhibits	32
Signatures	34

---

SPECIAL

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our future results of operations or financial condition, business strategy, and plans and objectives of management for future operations are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “toward,” “will,” or “would,” or the negative of these words or other similar terms or expressions. These forward-looking statements include, but are not limited to, statements concerning the following:

●	our<br> expectations regarding our revenue, expenses, profitability and other operating results;
●	the<br> growth rates of the markets in which we compete;
●	the<br> costs and effectiveness of our marketing efforts, as well as our ability to promote our brand;
●	our<br> ability to provide quality products that are acceptable to our customers;
●	our<br> reliance on key personnel and our ability to identify, recruit, and retain skilled personnel;
●	our<br> ability to effectively manage our growth, including offering new product categories and any international expansion;
●	our<br> ability to maintain the security and availability of our software;
●	our<br> ability to protect our intellectual property rights and avoid disputes in connection with the use of intellectual property rights<br> of others;
●	our<br> ability to protect our users’ information and comply with growing and evolving data privacy laws and regulations;
●	future<br> investments in our business, our anticipated capital expenditures, and our estimates regarding our capital requirements;
●	our<br> ability to compete effectively with existing competitors and new market entrants; and
●	our<br> success at managing the risks involved in the foregoing.

We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q.

You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, and results of operations. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described in the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q and our other filings with the SEC. Moreover, we operate in a very competitive environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. The results, events, and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Quarterly Report on Form 10-Q. While we believe such information provides a reasonable basis for these statements, such information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information, actual results, revised expectations or the occurrence of unanticipated events, except as required by law.

In this Quarterly Report on Form 10-Q, references to “Perfect Moment,” “we,” “us,” “our,” and the “Company” refer to Perfect Moment Ltd. and its subsidiaries, unless the context indicates otherwise.

| ii |

| --- |

PART

I FINANCIAL INFORMATION

ITEM

1. FINANCIAL STATEMENTS.

PERFECT

MOMENT LTD. AND SUBSIDIARIES

CONDENSED

CONSOLIDATED BALANCE SHEETS

(Amountsin thousands, except share and per share data)

			March<br> 31,<br><br> <br>2025
	unaudited
Assets
Current<br> assets:
Cash<br> and cash equivalents	1,567		$	6,159
Restricted<br> cash	-			1,350
Accounts<br> receivable, net	5,125			886
Inventories,<br> net	4,593			1,567
Prepaid<br> and other current assets	1,965			2,812
Total<br> current assets	13,250			12,774
Long<br> term assets:
Operating<br> lease right of use assets	18			44
Property<br> and equipment, net	421			483
Other<br> non-current assets	107			36
Total<br> assets	13,796		$	13,337
Liabilities<br> and Shareholders’ Equity
Current<br> liabilities:
Trade<br> payables	3,659		$	2,594
Accrued<br> expenses	3,760			4,233
Trade<br> finance facility	-			2,495
Short-term<br> borrowings, net	-			1,851
Note<br> payable - related party, current, net	3,319			-
Operating<br> lease obligations	16			44
Deferred<br> revenue	380			264
Total<br> current liabilities	11,134			11,481
Long<br> term liabilities:
Note<br> payable - related party, long-term, net	1,605			-
Total<br> liabilities	12,739			11,481
Shareholders’<br> equity:
Series<br> AA convertible preferred stock, 0.0001 par value, 1,800,000 shares authorized; 924,921 shares issued and outstanding as of December<br> 31, 2025 and March 31, 2025	-			-
Common<br> stock; 0.0001 par value; 100,000,000 shares authorized; 35,412,694 and 19,291,000 shares issued and outstanding as of December 31,<br> 2025 and March 31, 2025, respectively	3			2
Additional<br> paid-in capital	71,604			66,793
Accumulated<br> other comprehensive loss	(68	)		(23	)
Accumulated<br> deficit	(70,482	)		(64,916	)
Total<br> shareholders’ equity	1,057			1,856
Total<br> Liabilities and Shareholders’ Equity	13,796		$	13,337

All values are in US Dollars.

The

accompanying notes are an integral part of these condensed consolidated financial statements

| 2 |

| --- |

---

PERFECT

MOMENT LTD AND SUBSIDIARIES

CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE

INCOME (LOSS)

(Amountsin thousands, except share and per share data)

(Unaudited)

---

	Three Months<br> <br>Ended<br> <br>December 31, 2025			Three Months<br> <br>Ended<br> <br>December 31, 2024			Nine Months<br> <br>Ended<br> <br>December 31, 2025			Nine Months<br> <br>Ended<br> <br>December 31, 2024
Revenues,<br> net:	$	11,656		$	11,658		$	17,891		$	16,466
Cost<br> of sales		4,148			5,269			6,674			7,647
Gross<br> profit		7,508			6,389			11,217			8,819
Operating<br> expenses:
Selling,<br> general and administrative expenses		5,639			6,649			12,649			13,871
Marketing<br> and advertising expenses		1,286			1,034			2,177			2,192
Total<br> operating expenses		6,925			7,683			14,826			16,063
Income (loss) from operations	****	583	****	****	(1,294	)	****	(3,609	)	****	(7,244	)
Interest<br> expense		(455	)		(1,046	)		(1,963	)		(1,241	)
Foreign<br> currency transaction (loss)/gain		(35	)		(142	)		6			(129	)
Total<br> other expense, net		(490	)		(1,188	)		(1,957	)		(1,370	)
Net<br> income (loss)	$	93		$	(2,482	)	$	(5,566	)	$	(8,614	)
Dividends<br> on Series AA Convertible Preferred Stock		(161	)		-			(481	)		-
Net loss attributable to common shareholders, basic and diluted	$	(68	)	$	(2,482	)	$	(6,047	)	$	(8,614	)
Basic<br> and diluted income (loss) per share attributable to common shareholders	$	(0.00	)	$	(0.15	)	$	(0.21	)	$	(0.54	)
Basic<br> and diluted weighted-average number of shares outstanding		35,221,933			16,177,559			29,170,240			15,869,964
Other<br> comprehensive income (losses):
Net<br> income (loss)	$	93		$	(2,482	)	$	(5,566	)	$	(8,614	)
Foreign<br> currency translation gain (loss)		89			(28	)		(45	)		(21	)
Comprehensive<br> income (loss)	$	182		$	(2,510	)	$	(5,611	)	$	(8,635	)

The

accompanying notes are an integral part of these condensed consolidated financial statements

| 3 |

| --- |

PERFECT

MOMENT LTD. AND SUBSIDIARIES

CONDENSED

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Amountsin thousands, except share data)

(Unaudited)

---

F**### orthe three months ended December 31, 2025, and 2024**

	Series<br> AA<br> Convertible Preferred Stock				Common<br> Shares				Additional<br><br> Paid-in			Accumulated Other<br><br> <br>Comprehensive			Accumulated			Total<br> <br>Shareholders’
	Shares		Amount		Shares		Amount		Capital			Loss			Deficit			Equity
Balance<br> – September 30, 2024		-	$	-		15,962,889	$	1	$	57,865		$	(78	)	$	(55,109	)	$	2,679
Stock<br> compensation expense for employee vested options		-		-		-		-		101			-			-			101
Stock<br> compensation for employee vested RSUs		-		-		260,000		-		285			-			-			285
Fair<br> value of shares issued for services		-		-		335,000		-		352			-			-			352
Foreign<br> currency translation adjustment		-		-		-		-		-			(28	)		-			(28	)
Net<br> loss		-		-		-		-		-			-			(2,482	)		(2,482	)
Balance<br> - December 31, 2024		-	$	-		16,557,889	$	1	$	58,603		$	(106	)	$	(57,591	)	$	907
Balance<br> - September 30, 2025		924,921	$	-		35,221,933	$	3	$	71,620		$	(67	)	$	(70,575	)	$	981
Stock<br> compensation expense for employee vested options		-		-		-		-		54			-			-			54
Stock<br> compensation expense for employee vested RSUs		-		-		190,761		-		91			-			-			91
Foreign<br> currency translation adjustment		-		-		-		-		-			(1	)		-			(1	)
Dividends<br> on Series AA Convertible Preferred Stock		-		-		-		-		(161	)		-			-			(161	)
Net<br> income		-		-		-		-		-			-			93			93
Balance<br> - December 31, 2025		924,921	$	-		35,412,694	$	3	$	71,604		$	(68	)	$	(70,482	)	$	1,057

---

| 4 |

| --- |

---

F**### orthe nine months ended December 30, 2025, and 2024**

	Series<br> AA<br> Convertible Preferred Stock				Common<br> Shares				Additional<br><br> Paid-in			Accumulated<br> Other<br> Comprehensive			Accumulated			Total<br> <br>Shareholders’
	Shares		Amount		Shares		Amount		Capital			Income<br> (Loss)			Deficit			Equity
Balance<br> - March 31, 2024		-	$	-		15,653,449	$	1	$	56,824		$	(85	)	$	(48,977	)	$	7,763
Stock<br> compensation expense for employee vested options		-		-		-		-		609			-			-			609
Stock<br> compensation for employee vested RSUs		-		-		289,199		-		489			-			-			489
Fair<br> value of shares issued for services		-		-		615,241		-		681			-			-			681
Foreign<br> currency translation adjustment		-		-		-		-		-			(21	)		-			(21	)
Net<br> loss		-		-		-		-		-			-			(8,614	)		(8,614	)
Balance<br> - December 31, 2024		-	$	-		16,557,889	$	1	$	58,603		$	(106	)	$	(57,591	)	$	907
Balance<br> - March 31, 2025		924,921	$	-		19,291,000	$	2	$	66,793		$	(23	)	$	(64,916	)	$	1,856
Balance		924,921	$	-		19,291,000	$	2	$	66,793		$	(23	)	$	(64,916	)	$	1,856
Stock<br> compensation expense for employee vested options		-		-		-		-		224			-			-			224
Stock<br> compensation expense for employee vested RSUs		-		-		190,761		-		167			-			-			167
Cancellation<br> of employee vested options		-		-		-		-		(23	)		-			-			(23	)
Fair<br> value of shares issued for services		-		-		100,000		-		62			-			-			62
Fair<br> value of RSUs issued to related party as a finance cost		-		-		652,253		-		305			-			-			305
Issuance<br> of common stock upon extinguishment of Related Party Note		-		-		1,692,694		-		508			-			-			508
Sale<br> of common stock from public offering		-		-		10,313,128		1		2,620			-			-			2,621
Issuance<br> of common stock and warrants to related party under securities purchase agreement, net		-		-		3,172,858		-		1,429			-			-			1,429
Foreign<br> currency translation adjustment		-		-		-		-		-			(45	)		-			(45	)
Dividends<br> on Series AA Convertible Preferred Stock		-		-		-		-		(481	)		-			-			(481	)
Net<br> loss		-		-		-		-		-			-			(5,566	)		(5,566	)
Net<br> income loss		-		-		-		-		-			-			(5,566	)		(5,566	)
Balance<br> - December 31, 2025		924,921	$	-		35,412,694	$	3	$	71,604		$	(68	)	$	(70,482	)	$	1,057
Balance		924,921	$	-		35,412,694	$	3	$	71,604		$	(68	)	$	(70,482	)	$	1,057

The

accompanying notes are an integral part of these condensed consolidated financial statements

| 5 |

| --- |

---

PERFECT

MOMENT LTD. AND SUBSIDIARIES

CONDENSED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amountsin thousands)

(Unaudited)

	Nine<br> months ended			Nine<br> months ended
	December 31,<br><br> <br>2025			December 31,<br><br> <br>2024
Operating<br> activities:
Net<br> loss	$	(5,566	)	$	(8,614	)
Adjustments<br> to reconcile net loss to net cash used in operating activities:
Depreciation<br> and amortization		272			290
Bad<br> debt expense		325			46
Inventory<br> reserve		197			(215	)
Stock<br> based compensation		391			1,098
Amortization<br> of stock-based marketing services shares issued for services		455			419
Amortization<br> of debt finance costs		1,683			1,160
Effect<br> of changes in assets and liabilities:
Accounts<br> receivable, net		(4,518	)		(1,740	)
Inventories,<br> net		(3,191	)		(2,039	)
Prepaid<br> and other current assets		454			(131	)
Operating<br> lease right of use assets		47			74
Other<br> non-current assets		(83	)		3
Operating<br> lease obligations		(46	)		(74	)
Trade<br> payables		1,060			154
Accrued<br> expenses		(477	)		750
Deferred<br> revenue		115			39
Net<br> cash used in operating activities		(8,882	)		(8,780	)
Investing<br> activities:
Purchases<br> of property and equipment		(204	)		(287	)
Net<br> cash used in investing activities		(204	)		(287	)
Financing<br> activities:
Deferred<br> offering costs		-			(139	)
Proceeds<br> from public offering, net		2,621			-
Proceeds<br> from convertible note		-			2,000
Proceeds<br> from securities purchase agreement, net from related party		1,429			-
Proceeds<br> from short-term borrowings, net		1,330			4,604
Repayment<br> of short-term borrowings		(4,725	)		(3,846	)
Proceeds<br> from trade finance facilities, net		-			2,849
Repayment<br> of trade finance facilities		(2,495	)		(147	)
Proceeds<br> from notes payable – related party		5,590			-
Payment<br> of dividend on Series AA Convertible Preferred Stock		(475	)		-
Net<br> cash provided by financing activities		3,275			5,321
Effect<br> of exchange rate changes on cash		(131	)		(41	)
Net<br> change in cash		(5,942	)		(3,787	)
Cash<br> and cash equivalents and restricted cash – beginning of the period		7,509			7,910
Cash<br> and cash equivalents and restricted cash – end of the period	$	1,567		$	4,123
Supplemental<br> disclosures of cash flow information:
Interest<br> paid on borrowings	$	1,536		$	774
Reconciliation<br> of cash, cash equivalents, and restricted cash reported in the condensed consolidated balance sheets
Cash<br> and cash equivalents	$	1,567		$	2,772
Restricted<br> cash		-			1,351
Total<br> cash, cash equivalents and restricted cash presented in the condensed consolidated statements of cash flows	$	1,567		$	4,123
Supplemental<br> disclosure of non-cash investing and financing activities:
Recognition<br> of debt discount on short-term borrowings	$	658		$	2,280
Fair<br> value of shares issued to extinguish a note payable – related party	$	508		$	-
Fair<br> value of RSUs issued as a finance cost on notes payable – related party	$	305		$	-
Fair<br> value of shares issued in exchange for services to be received	$	62		$	-
Cancellation<br> of employee vested options	$	23		$	-
Recognition<br> of operating lease right of use asset and lease obligation	$	18		$	-

The

accompanying notes are an integral part of these condensed consolidated financial statements

| 6 |

| --- |

---

PERFECT

MOMENT LTD AND SUBSIDIARIES

Notes

to Condensed Consolidated Financial Statements

For

the three and nine months ended December 31, 2025 and 2024

(Unlessotherwise indicated, dollar amounts in thousands)

(Unaudited)

NOTE

1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Natureof operations

Perfect Moment Ltd., a Delaware corporation (“Perfect Moment” or “PML” and, together with its subsidiaries unless the context otherwise requires, the “Company”), is an owner and operator of a luxury fashion brand that offers ski, surf, and activewear collections under the brand name Perfect Moment. The Company’s collections are sold directly to customers.

Basisof presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required for complete consolidated financial statements. In the opinion of our management, these condensed consolidated financial statements contain all normal recurring adjustments considered necessary for a fair presentation of the Company’s financial position at December 31, 2025, results of operations for the three and nine months ended December 31, 2025 and 2024, consolidated statements of shareholders’ equity for the three and nine months ended December 31, 2025 and 2024, and cash flows for the nine months ended December 31, 2025 and 2024. The Company’s results for the three and nine months ended December 31, 2025 are not necessarily indicative of the results expected for the full year. You should read these statements in conjunction with our audited consolidated financial statements and management’s discussion and analysis and results of operations included in our Annual Report on Form 10-K (the “Form 10-K”) for the fiscal year ended March 31, 2025. The terms “fiscal 2026” and “fiscal 2025” refer to the Company’s fiscal year ending March 31, 2026 and fiscal year ended March 31, 2025, respectively.

Principlesof consolidation

These unaudited condensed consolidated financial statements include the accounts of Perfect Moment Ltd. and its wholly owned subsidiaries; Perfect Moment Asia Limited (“PMA”), Perfect Moment (UK) Limited (“PMUK”), Perfect Moment USA, Inc., (“PMUSA”) and Perfect Moment International AG (“PMCH”). These unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect all adjustments which are, in the opinion of management, necessary for the fair statement of the financial information for the interim periods presented. All significant intercompany balances and transactions have been eliminated in consolidation.

NOTE

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Goingconcern

Through

December 31, 2025, the Company has funded its operations with proceeds from the sale of common stock from the initial public offering, and other sales of common stock; the sale of preferred stock, alongside existing trade, invoice and shareholder financing arrangements. The Company has incurred recurring losses, including a net loss of $5,566 for the nine months ended December 31, 2025 and used cash in operations of $8,882 during that period. As of December 31, 2025, the Company had an accumulated deficit of $70,482. These factors raise substantial doubt about the Company’s ability to continue as a going concern for at least twelve months from the date these condensed consolidated financial statements were available to be issued. The Company’s ability to continue as a going concern is dependent upon management of its expenses and its ability to obtain necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due, and upon profitable operations.

| 7 |

| --- |

The Company’s future capital requirements will depend on many factors, including production costs and planned growth. In order to finance these opportunities and associated costs, it is possible that the Company would need to raise additional financing if working capital is insufficient to support its business needs. While there can be no assurances, the Company intends to raise such capital through additional short-term loan issuances, debt factoring, and additional equity raises. If additional financing is required from outside sources, the Company may not be able to raise it on terms acceptable to it or at all. If the Company is unable to raise additional capital on acceptable terms when needed, its product development, results of operations and financial condition would be materially and adversely affected.

As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update, Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern, management has determined that the Company’s liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern through twelve months from the date these condensed consolidated financial statements are available to be issued.

In addition, the Company’s independent registered public accounting firm, in its report on the Company’s consolidated financial statements for the year ended March 31, 2025, expressed substantial doubt about the Company’s ability to continue as a going concern. These condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Useof estimates

The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgments in applying the Company’s accounting policies that affect the reported amounts and disclosures made in the condensed consolidated financial statements and accompanying notes. Management continually evaluates the estimates and judgments it uses. These estimates and judgments have been applied in a manner consistent with prior periods and there are no known trends, commitments, events or uncertainties that management believe will materially affect the methodology or assumptions utilized in making these estimates and judgments in these condensed consolidated financial statements. Significant estimates inherent in the preparation of the condensed consolidated financial statements include reserves for uncollectible accounts receivables, realizability of inventory, sales reserves, useful lives and impairments of long-lived assets, realization of deferred tax assets and related uncertain tax positions, classification of convertible preferred stock, classification of warrants, and the valuation of stock-based compensation awards  . Actual results may differ from these judgements and estimates under different assumptions or conditions and any such differences may be material.

Seasonality

The Company experiences certain effects of seasonality with respect to its business. The Company generally experiences greater sales during its last three fiscal quarters, primarily driven by ski and outerwear sales being higher during the winter months and the Company’s customers concentrated in the northern hemisphere, and the lowest sales during its first fiscal quarter.

Revenuerecognition

As

of December 31, 2025 and March 31, 2025, the Company did not have any contract assets and had $380 and $264, respectively, of deferred revenue on the accompanying consolidated balance sheets.

For the three and nine months ended December 31, 2025 and 2024, revenue, net recognized from performance obligations related to prior periods was not material. Revenue, net expected to be recognized in any future period related to remaining performance obligations was not material.

| 8 |

| --- |

Disaggregated revenue

The following table disaggregates the Company’s revenue, net by channel and geographic location:

SCHEDULE

OF REVENUE NET BY CHANNEL AND GEOGRAPHICAL LOCATION

	December<br> 31, 2025		December<br> <br>31, 2024		December<br> <br>31, 2025		December<br> <br>31, 2024
	Three<br> Months Ended<br><br> December 31,				Nine<br> Months Ended <br><br> December 31,
	2025		2024		2025		2024
Channel<br> revenue, net
Wholesale<br> revenues	$	8,468	$	7,335	$	12,920	$	10,066
Ecommerce<br> revenues		2,936		3,716		4,532		5,793
Retail<br> revenues		13		516		64		516
Partnership<br> revenues		239		91		375		91
Total	$	11,656	$	11,658	$	17,891	$	16,466
Geographic<br> location revenue, net
Europe<br> (excluding United Kingdom)	$	5,257	$	4,214	$	7,646	$	6,338
United<br> States		3,598		4,187		5,602		5,512
United<br> Kingdom		1,217		2,222		3,060		3,160
Rest<br> of the world		1,584		1,035		1,583		1,456
Total<br> revenue, net	$	11,656	$	11,658	$	17,891	$	16,466

Restrictedcash

Restricted cash as of March 31, 2025 consisted of cash deposits and certificate of deposits under the Company’s trade finance facility and was classified as current on the accompanying consolidated balance sheets as the trade finance facility was due on demand. There was no restricted cash as of December 31, 2025.

Accountsreceivable and allowance for credit losses

Accounts receivable primarily arise out of sales to customers. The allowance for credit losses is an amount equal to the estimated probable losses net of recoveries in accounts receivable using the incurred loss methodology. After considering current economic conditions and specific and financial stability of its customers, an allowance for credit losses is maintained in the consolidated balance sheet at a level which management believes is sufficient to cover all probable future credit losses as of the balance sheet date based on specific reserves and an expectation of future economic conditions that might impact collectability. Accounts receivable are carried net of allowances for credit losses as of December 31, 2025 and 2024. After all reasonable attempts to collect a receivable have failed, the amount of the receivable is written off against the allowance.

As

of December 31, 2025 and March 31, 2025, the Company had $944 and $547, respectively, in allowances for credit losses.

Concentrationof credit risk

Supplier

For the three and nine months ended December 31, 2025, the largest single supplier of manufactured goods produced approximately 29% of the Company’s products and for the same periods in 2024, produced 62% and 40% respectively, of the Company’s products.

| 9 |

| --- |

For the three and nine months ended December 31, 2025, the largest single fabric supplier supplied approximately 0% and 56%, respectively, of the fabric used to manufacture the Company’s products, and for the same periods in 2024, supplied 0% and 46%, respectively, of the fabric used to manufacture the Company’s products.

Customer

For the three and nine months ended December 31, 2025 and 2024, no single customer accounted for more than

10%

of total revenue.

As

of December 31, 2025, one customer accounted for approximately 12% of total accounts receivable. As of March 31, 2025, two customers accounted for approximately 27% of total accounts receivable.

Foreigncurrency

We used the exchange rates in the following table to translate amounts denominated in non-USD currencies as of and for the periods noted:

SCHEDULE

OF FOREIGN CURRENCY EXCHANGE RATE

Period<br> end exchange rate:		March 31,<br> <br>2025
:	1.34450		1.29539
HKD:	0.12848		0.12856
CHF:	1.25986		1.13505
:	1.17344		NA
Period<br> end exchange rate	1.17344		NA

All values are in US Dollars.

		Three<br> months ended
Average<br> exchange rate:		December 31,<br><br> <br>2024
:	1.33007		1.28088
HKD:	0.12856		0.12862
CHF:	1.25129		1.13940
:	1.16422		NA

All values are in US Dollars.

		Nine<br> months ended
Average<br> exchange rate:		December 31,<br> <br>2024
:	1.33779		1.28107
HKD:	0.12819		0.12825
CHF:	1.23747		1.13342
:	1.15596		NA
Average<br> exchange rate	1.15596		NA

All values are in US Dollars.

Netincome (loss) per share of common stock

Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. Diluted net income (loss) per share is computed by dividing the net income (loss) applicable to common shareholders by the weighted average number of shares of common stock outstanding plus the number of additional shares of common stock that would have been outstanding if all dilutive potential shares of common stock had been issued using the treasury stock method. For diluted net income (loss) per share, when the Company has a net loss, the weighted average number of shares of common stock is the same as for basic net loss per share due to the fact that when a net loss exists, dilutive securities are not included in the calculation as the impact is anti-dilutive.

| 10 |

| --- |

For participating securities such as our preferred stock, basic and diluted net loss per share attributable to common shareholders is presented in conformity with the two-class method, an earnings allocation method that determines net income (loss) per share (when there are earnings) for common stock and participating securities. No income was allocated to the participating securities for the three and nine months ended December 31, 2025 and 2024 as results of operations were a loss and basic and diluted weighted-average shares are the same in the loss per share calculation for both periods.

Potentially dilutive stock options and securities excluded from the computation of diluted net income (loss) per share, because the effect would be anti-dilutive are as follows:

SCHEDULE

OF ANTIDILUTIVE SECURITIES FOR BASIC AND DILUTED NET INCOME (LOSS) PER SHARE

	December<br> 31,<br><br> <br>2025		December<br> 31,<br><br> <br>2024
Options<br> to acquire common stock		829,666		1,196,550
Restricted<br> stock units to acquire common stock		1,772,283		741,667
Warrants<br> to acquire common stock		3,843,940		66,700
Series<br> AA convertible preferred stock (see Note 13)		4,624,605		-
Antidilutive<br> securities		11,070,494		2,004,917

Recentlyissued accounting pronouncements

ASU 2025-01, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures: Clarifying the Effective Date (“ASU 2025-01”) clarifies the effective date of ASU 2024-03 is for fiscal years beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of ASU 2024-03 on its financial statements and disclosures.

NOTE

3. INVENTORIES

The following table details the primary categories of inventories as of:

SCHEDULE

OF INVENTORIES

	December<br> 31,<br><br> <br>2025			March 31,<br> <br>2025
Finished<br> goods^(1)^	$	5,707		$	3,326
Raw<br> materials		830			807
Finished<br> goods on consignment^(1)^		719			391
Goods<br> in transit		106			32
Total<br> inventories		7,362			4,556
Inventory<br> reserve		(2,769	)		(2,989	)
Total<br> inventories, net	$	4,593		$	1,567

^1^ Certain prior period presentation of these categories were reclassified to ensure comparability with current period presentation.

NOTE

4. PREPAID AND OTHER CURRENT ASSETS

The following table details the primary categories of prepaid and other currents assets as of:

SCHEDULE

OF PREPAID AND OTHER CURRENT ASSETS

	December 31,<br><br> <br>2025		March 31,<br> <br>2025
Deposits<br> and prepayments	$	933	$	1,621
Other<br> receivables		749		466
Marketing<br> services		185		578
Unbilled<br> accounts receivable		98		147
Total<br> prepaid and other current assets	$	1,965	$	2,812

---

| 11 |

| --- |

---

NOTE

5. ACCRUED EXPENSES

The following table details the primary categories of accrued expenses as of:

SCHEDULE

OF ACCRUED EXPENSES

	December 31,<br><br> <br>2025		March 31,<br> <br>2025
Accrued<br> expenses^1^	$	1,369	$	1,289
Accrued<br> import duties		434		228
Indirect<br> taxes^1^		435		437
Accrued<br> payroll and payroll taxes^1^		604		1,621
Returns<br> provision		853		594
Merchant<br> credit		65		64
Total	$	3,760	$	4,233
^1^	Certain prior period presentation of these categories were reclassified to ensure comparability<br>with current period presentation.
---	---

NOTE

6. DEBT

Short-TermBorrowings

During

the nine months ended December 31, 2025, the Company entered into business loan and security agreements (the “2026 Term Loans”) with the same lender as the Term Loans entered into during fiscal year 2025 for short-term loans that mature 30-weeks from the date of a borrowing. No amount of repaid borrowings may be reborrowed. The Company borrowed a gross amount of $1,988, net of fees of $658 which was recorded as a debt discount and is being amortized over the term of the 2026 Term Loans. The 2026 Term Loans and the outstanding balance owed on the fiscal year 2025 Term Loans at March 31, 2025 are collectively referred to as the “Term Loans”.

During the nine months ended December 31, 2025 and 2024, the Company made total repayments on the Term Loans of $4,725 and $3,846, respectively. During the three and nine months ended December 31, 2025, the Company amortized $251 and $1,544, respectively, of the debt discount to interest expense. During the three and nine months ended December 31, 2024, the Company amortized $979 and $1,160, respectively, of the debt discount to interest expense. During the three and nine months ended December 31, 2024, the Company received an early payment discount of $

179

that was recorded as a cancelled debt discount in the same amount.   As of December 31, 2025 and March 31, 2025, the Company had outstanding borrowings of $nil and $2,738, respectively, and an unamortized debt discount of $nil and $887, respectively, resulting in a net balance of $nil and $1,851, respectively.

RelatedParty Notes

During May 2025, the Company entered into a promissory note (the “May 2025 Related Party Note”) with an entity controlled by the Chairman of the Company’s board of directors to borrow $500. The May 2025 Related Party Note matures on December 31, 2025 and permits the Company to prepay the note in full without penalty at any time. If an Event of Default, as defined in the May 2025 Related Party Note, occurs, the outstanding principal and accrued interest becomes due and payable immediately. Concurrently, with the closing of an offering in September 2025 (see Note 7), the May 2025 Related Party Note and accrued unpaid interest totaling $508 was extinguished through the issuance of 1,692,694 shares of the Company’s common stock at a per share price of $0.30. The issuance of shares was approved and determined to be on terms and conditions at arm’s length as the share price was the same price extended to third parties as part of a share offering that closed on the same day (see Note 7).

During August 2025, the Company received $3,390 from one of its principal shareholders (a related party) in exchange for an unsecured promissory note that matures on  March 9, 2026 (the “First August 2025 Related Party Note”), and $1,700 from two of its principal shareholders (related parties) in exchange for an unsecured promissory note that matures on August 18, 2030 (the “Second August 2025 Related Party Note”, collectively with the First August 2025 Related Party Note, the “August 2025 Related Party Notes”).

| 12 |

| --- |

In

consideration for providing the August 2025 Related Party Notes, the Company issued the principal shareholder 652,253 restricted stock units of the Company’s common stock, with 521,802 restricted stock units vesting immediately and 130,451 restricted stock units vesting over the term of the August 2025 Related Party Notes. The fair value of the restricted stock units was $305, as determined by the average closing price of the Company’s common stock for the five trading days immediately preceding the issuance of the August 2025 Related Party Notes, and was recorded as a debt discount and is being amortized over the terms of the August 2025 Related Party Notes.

The August 2025 Related Party Notes permit the Company to prepay the note in full without penalty at any time. If an Event of Default, as defined in the August 2025 Related Party Notes, occurs, the outstanding principal and accrued interest becomes due and payable immediately. If the Company prepays the notes, the unvested restricted stock units would vest proportionately with the amount of the prepayment.

During

the three and nine months ended December 31, 2025, the Company amortized $41 and $139, respectively, of the debt discount to interest expense. As of December 31, 2025, the Company has outstanding borrowings of $5,090 and an unamortized discount of $166 resulting in a net balance of $4,924, of which $3,319 is current.

During

the three and nine months ended December 31, 2025, the Company incurred and paid interest on the August 2025 Related Party Notes totaling $153. As of December 31, 2025, there were no amounts of accrued but unpaid interest on the August 2025 Related Party Notes.

TradeFinance Facility

The

Company repaid $2,495 on the trade finance facility in June 2025, and the facility was terminated in August 2025.

NOTE

7. SHAREHOLDERS’ EQUITY

Saleof Common Stock

---

PublicOffering: On June 30, 2025, the Company closed a public offering of 10,000,000 shares of its common stock at an offering price of $0.30 per share (the “Offering”), pursuant to its registration statement on Form S-3 (File No. 333-285612) for aggregate net proceeds of approximately $2,538, after deducting underwriting discounts and commissions and estimated offering expenses. The underwriters were also granted a 45-day option to purchase up to an additional 1,500,000 shares of common stock and/or pre-funded warrants to cover over-allotments, if any. On July 21, 2025, the over-allotment option was partially exercised by the underwriters for an additional 313,128 shares of the Company’s common stock, generating net proceeds of approximately $83, after deducting underwriting discounts and commissions and estimated offering expenses.

In connection with the Offering, the Company issued to the representative of the underwriters, warrants to purchase up to 500,000 shares of common stock at an exercise price of $0.375 per share (the “June 2025 Warrant”). The June 2025 Warrant is exercisable beginning on the date of issuance and expires five years thereafter.

The June 2025 Warrant was determined to be an equity classified warrant and fair value was calculated as $5 using the Black-Scholes option-pricing model with the following assumptions: volatility of 60%, risk-free rate of 4.2%, annual dividend yield of 0.0% and expected life of five years.

In connection with the underwriter’s exercise of the over-allotment option, the Company issued the representative of the underwriters from the Offering a warrant to purchase up to 15,656 shares of the Company common stock at an exercise price of $0.375 (the “July 2025 Warrant”). The July 2025 Warrant is exercisable beginning on the date of issuance and expires five years thereafter.

The July 2025 Warrant was determined to be an equity classified warrant and fair value was calculated as $74 using the Black-Scholes option-pricing model with the following assumptions: volatility of 113%, risk-free rate of 4.2%, annual dividend yield of 0.0% and expected life of five years.

The holder of the June 2025 Warrants and July 2025 Warrants shall not have the right to convert any portion of the respective warrants to the extent that after giving effect to such conversion the holder of the respective warrants, together with any affiliates, would beneficially own in excess of 4.99% (which may be increased to 9.99% at the holder’s sole discretion) of the number of common shares outstanding immediately after giving effect to such conversion. Any increase to the beneficial ownership limitation will not be effective until the 61st day after notice is received by the Company.

| 13 |

| --- |

SecuritiesPurchase Agreement: On August 27, 2025, the Company entered into a securities purchase agreement (the “August SPA”) to issue and sell 3,172,858 shares of its common stock (the “August SPA Shares”) at a per share price of $0.46822, which represents the average closing price of the Company’s common stock for the five trading days immediately preceding the sale, and a warrant to purchase up to 3,204,908 shares of its common stock (the “August 2025 Warrant Shares”, and together with the August SPA Shares, the “August SPA Securities”) at an exercise price of $0.46822 per share (the “August 2025 Warrant”) for aggregate net proceeds of approximately $1,429, after deducting direct offering expenses. The August 2025 Warrant is exercisable beginning on the date of issuance and expires three years thereafter. The August 2025 Warrant can be exercised on a cashless basis if the shares underlying the August 2025 Warrant are not registered at the time it is exercised.

The August 2025 Warrant was determined to be an equity classified warrant and fair value was calculated as $1,125 using the Black-Scholes option-pricing model with the following assumptions: volatility of 113%, risk-free rate of 4.2%, annual dividend yield of 0.0% and expected life of three years.

The holder of the August 2025 Warrants shall not have the right to convert any portion of the respective warrants to the extent that after giving effect to such conversion the holder of the respective warrants, together with any affiliates, would beneficially own in excess of 9.99% (which may be increased to 19.99% at the holder’s sole discretion) of the number of common shares outstanding immediately after giving effect to such conversion. Any increase to the beneficial ownership limitation will not be effective until the 61st day after notice is received by the Company.

Beginning

in August 2026, the Company may, at its sole discretion, require the holder of the August 2025 Warrant to exercise the warrant in full on a specified date (the “Mandatory Exercise Date”), provided that, prior to and as of the Mandatory Exercise Date (a) the closing price of the Company’s common stock has exceeded the exercise price of the August 2025 Warrant during any consecutive five trading days within a fifteen trading-day period at least once and (b) the Company has an effective registration statement registering the resale of both the August 2025 Warrant and the shares issuable upon exercise of the August 2025 Warrant. On the Mandatory Exercise Date, the beneficial ownership limitation will be automatically increased to 19.99%. If the holder of the August 2025 Warrant does not pay the amount due in cash within thirty days of the Mandatory Exercise Date, then the Company may effect, in its discretion, either (i) a cashless exercise of the August 2025 Warrants or (ii) a redemption and subsequent cancellation of the August 2025 Warrant, in exchange for $0.001 per warrant.

EquityLine of Credit (“ELOC”): On October 7, 2025, the Company entered into an equity purchase agreement (the “ELOC”), whereby the Company has the right, but not the obligation, to direct an investor to purchase up to $25,000 of the Company’s common stock (the “Put Shares”), where the Company directs the investor to purchase Put Shares in increments between $5 and the lesser of (a) $500 or (b) 20.0% of the Average Daily Trading Value (as defined in the ELOC), on the terms and conditions set forth in the ELOC. The purchase price of the Put Shares will be the lesser of (i) 97.0% of the Market Price (as defined in the ELOC) or (ii) 102.0% of the Market Alternative Price (as defined in the ELOC). If the Company’s principal market is any tier of the OTC Markets on the date the investor receives the Company’s directive, the purchase price of the Put Shares will be the lesser of (i) 85.0% of the Market Price or (ii) 85.0% of the Market Alternative Price. The number of Put Shares to be purchased by the investor is subject to a beneficial ownership limitation of 4.99%.

| 14 |

| --- |

The

ELOC will not be effective until it is first approved by the Company’s shareholders and then approved by the Company’s board of directors. The ELOC was approved by the Company’s shareholders on January 14, 2026, but has not been approved by the Company’s Board as of the dates these condensed consolidated financial statements were issued.  Once the ELOC is effective, the Company will issue the investor shares of the Company’s common stock (the “Commitment Shares”) that is determined by dividing 187,000 by the lesser of (i) the closing price of the Company’s common stock on the Trading Day (as defined in the ELOC) immediately preceding date the ELOC is approved by Company’s board of directors, or (ii) average of the five (5) closing prices of the Company’s common stock during the five Trading Days immediately preceding the date the ELOC is approved by Company’s board of directors. As of the date these condensed consolidated financial statements were issued, the approvals were not yet received.

In connection with the ELOC, the Company entered into a registration rights agreement (the “ELOC RRA”) whereby the Company will file a registration statement covering the maximum number of registerable securities (as defined in the ELOC RRA) within forty-five calendar days from the date the ELOC is approved by the Company’s board of directors.

The

ELOC will end on the earlier of (i) the date the investor purchased $25,000 of Put Shares, (ii) October 7, 2027, (iii) the date of written notice of termination by the Company to the investor (per the terms and conditions set forth in the ELOC), (iv) the ELOC RRA is no longer effective after the initial effective date of the ELOC RRA, or (v) the date that the Company commences a case or any person commences a proceeding against the Company, a custodian is appointed for the company or for all or substantially all of its property or the Company makes a general assignment for the benefit of its creditors.

---

SharesIssued for Services

The

Company, from time to time, issues shares of its common stock for marketing and other services. The fair value of the shares is initially capitalized as a prepaid service cost and amortized over the service period. As of March 31, 2025, the unamortized service costs were $578. During the nine months ended December 31, 2025, the Company issued 100,000 shares of common stock to a vendor for services to be rendered with a fair value of $62   as determined by the closing price on the day of issuance. During the nine months ended December 31, 2025 and 2024, the Company amortized $455 and $419 respectively, of the value of the shares as the services were rendered. As of December 31, 2025, the unamortized service cost was $185 and was included as a component of prepaid and other current assets (see Note 4).

SeriesAA Preferred Stock Dividends

Dividends

on the Series AA Preferred Stock accrue daily and will be cumulative from the first day of the calendar month in which they are issued, and shall be payable monthly in arrears on the 30th day of each calendar month, at the rate of 12.0% per annum of its original issue price, which is the equivalent to $0.6961 per annum per share.

For

the three and nine months ended December 31, 2025, the Company recorded dividends on our Series AA Preferred Stock of approximately $161 and $481 respectively.

Subsequent to December 31, 2025, and following approval by the Company’s shareholders at the annual general meeting, all outstanding shares of the Series AA Preferred Stock were converted into shares of the Company’s common stock in accordance with the amended conversion terms (see Note 13). The conversion had no impact on the Company’s consolidated financial position as of December 31, 2025.

| 15 |

| --- |

---

NOTE

8. STOCK-BASED COMPENSATION PLANS

Time-basedRSUs

A summary of time-based RSU activity is presented below:

SCHEDULE

OF TIME-BASED RSU ACTIVITY

				Weighted-
				Average
				Grant<br> Date
	Shares			Fair<br> Value
Non-vested<br> at March 31, 2025		600,000		$	0.99
Granted		1,363,044			0.48
Vested/deemed<br> vested		(190,761	)		0.73
Forfeited		-			-
Non-vested<br> at December 31, 2025		1,772,283		$	0.62

The total stock compensation expense related to vesting of time-based RSUs for the three months ended December 31, 2025 and 2024, was $91

and $285

,

respectively, and for the nine months ended December 31, 2025 and 2024, was $167

and $489

,

respectively, was recognized on the accompanying condensed consolidated statements of operations and comprehensive income as a component of selling, general and administrative expenses. As of December 31, 2025, the total unrecognized stock-based compensation for time-based RSUs totaled $1,016

and was expected to be recognized over a weighted average period

of 3.2

years.

StockOptions

A summary of option activity is presented below:

SCHEDULE

OF STOCK OPTION ACTIVITY

						Weighted-
				Weighted-		Average
				Average		Remaining		Aggregate
				Exercise		Contractual		Intrinsic
	Options			Price		Life<br> (Years)		Value
Outstanding<br> at March 31, 2025		1,006,550		$	2.42		2.85	$	178
Granted		171,516			0.46
Forfeited		(140,000	)		2.40
Cancelled		(208,400	)		4.10
Exercised		-			-
Outstanding<br> at December 31, 2025		829,666		$	1.80		5.73	$	70
Vested<br> and expected to vest at December 31, 2025		747,271		$	2.64		5.30	$	70
Exercisable<br> at December 31, 2025		518,882		$	2.91		4.04	$	70

During

August 2025, the Company re-purchased 208,400 stock options from certain directors and officers at fair value as determined by the closing price on the day of re-purchase, for cash consideration of $60. The re-purchase provided for $37 in excess fair value of the cash consideration over the fair value of the initial options, which was recognized as compensation expense and was included as a component of selling, general and administrative expenses for the three and nine months ended December 31, 2025.

The

total stock compensation expense recognized related to vesting of stock options for the three months ended December 31, 2025 and 2024 was $54 and $101, respectively and for the nine months ended December 31, 2025 and 2024 was $224 and $609, respectively, and was recognized on the accompanying condensed consolidated statements of operations and comprehensive income as a component of selling, general and administrative expenses. As of December 31, 2025 the total unrecognized stock-based compensation for stock options was $375 and is expected to be recognized over a weighted average period of 2.1 years.

| 16 |

| --- |

NOTE

9. WARRANTS

The following table summarizes the shares of the Company’s common stock issuable upon exercise of warrants outstanding at December 31, 2025:

SCHEDULE

OF COMMON STOCK ISSUABLE UPON EXERCISE OF WARRANTS OUTSTANDING

	Warrants<br> Outstanding
	Exercise<br> <br> Price		Number<br> Outstanding		Weighted<br> Average Remaining Contractual Life <br> (Years)		Weighted<br> Average Exercise <br> Price
Underwriter<br> Warrants	$	7.50		66,700		3.12	$	7.50
March 2025 Warrant		1.45		56,676		4.25		1.45
June 2025 Warrant		0.38		500,000		4.50		0.38
July 2025 Warrant		0.38		15,656		4.56		0.38
August<br> 2025 Warrant		0.47		3,204,908		2.66		0.47
	$	0.38<br> – 7.50		3,843,940		2.11	$	0.43

A summary of warrant activity for the nine months ended December 31, 2025 is presented below:

SCHEDULE

OF WARRANTS ACTIVITY

			Weighted-
			Average
			Exercise
	Warrants		Price
Outstanding<br> at March 31, 2025		123,376	$	6.65
Granted		3,720,564		0.46
Exercised		-		-
Forfeited		-		-
Outstanding<br> at December 31, 2025, all vested		3,843,940	$	0.43

As of December 31, 2025, the intrinsic value of the outstanding warrants was $31.

10.

COMMITMENTS AND CONTINGENCIES

Notice

from NYSE – On December 17, 2024 the Company received a notification from the NYSE American LLC (the “NYSE”) stating that the Company is not in compliance with the minimum shareholders’ equity requirements of Sections 1003(a)(ii) of the NYSE American Company Guide (the “Company Guide”) requiring shareholders’ equity of $4,000 or more if the Company has reported losses from continuing operations and/or net losses in three of the four most recent fiscal years. As of December 31, 2025, the Company had shareholders’ equity of approximately $1,057 and had losses in its three most recent fiscal years ended March 31, 2025.

The Company is now subject to the procedures and requirements of Section 1009 of the Company Guide. The Company has until June 11, 2026 to regain compliance with the Company Guide. The Company submitted a plan of action to regain compliance with the Company Guide (the “Plan”) on January 10, 2025, which the NYSE accepted on March 4, 2025. Accordingly, the Company will be able to continue its listing during the Plan period and will be subject to periodic reviews including quarterly monitoring for compliance with the Plan until it has regained compliance.

The notification and Plan acceptance has no immediate effect on the listing or trading of the Company’s common stock on the NYSE. The NYSE’s acceptance of the Company’s Plan does not affect the Company’s business, operations or reporting requirements with the U.S. Securities and Exchange Commission.

| 17 |

| --- |

---

Legalproceedings – The Company is, from time to time, involved in routine legal matters, and audits and inspections by governmental agencies and other third parties which are incidental to the conduct of its business. This includes legal matters such as initiation and defense of proceedings to protect intellectual property rights, liability claims, employment claims, and similar matters. The Company believes the ultimate resolution of any such legal proceedings, audits, and inspections will not have a material adverse effect on its consolidated balance sheets, results of operations or cash flows.

On

May 14, 2025, we were named as a defendant in a lawsuit filed in the Superior Court of the State of California in and for the County of Los Angeles Central Judicial District by Amanda Archer and Archer Bytes LLC, a former public relations consultant for the Company. The complaint alleges breach of contract, and other claims and seeks specific damages of $600,000 and unspecified punitive damages. We believe the claims are entirely without merit and we continue to vigorously defend the matter.

On October 6, 2025, the Company received notice that its former Chief Executive Officer of the Company, Mark Buckley, filed Grounds of Complaint with the UK Employment Tribunal against the Company alleging, among other things, unfair dismissal from his position. The Company filed its Grounds of Resistance to Mr. Buckley’s claims on October 30, 2025. The Company intends to continue vigorously defending the matter. The Company’s attempts to resolve the dispute will continue in parallel with the ongoing litigation.

Capital

commitments – The Company had $382 purchase obligations as of December 31 2025, related to purchase orders to factories for the manufacture of finished goods.

Leases

– In April 2025, a two-year lease renewal agreement was executed during April 2025 with fixed monthly payments of approximately $0.6. At inception, the Company recorded a right of use asset and operating lease liability of approximately $18. In October 2025, the Company notified its landlord of its intent to terminate this lease in January 2026.

NOTE

11. RELATED PARTY TRANSACTIONS

Consultingand Advisory Services

One director and one related

party of the Company provided consulting and advisory services for the Company totaling $191 and $46 for the three months ended December 31, 2025 and 2024, respectively, and totaling $563 and $139 for the nine months ended December 31, 2025 and 2024, respectively, and are included in selling, general and administrative expenses on the accompanying consolidated statement of operations and comprehensive loss. As of December 31, 2025 and March 31, 2025 there were no amounts owed to either the director or the related party.

| 18 |

| --- |

---

NOTE

12. SEGMENT REPORTING

The following table includes additional information about reported segment revenue, significant segment expenses and segment measure of profitability:

SCHEDULE

OF SEGMENT REVENUE, SIGNIFICANT SEGMENT EXPENSES AND SEGMENT MEASURE OF PROFITABILITY

	Three months<br> <br>ended<br> <br>December 31, 2025			Three Months<br> <br>Ended<br> <br>December 30, 2024			Nine Months<br> <br>Ended<br> <br>December 30, 2025			Nine Months<br> <br>Ended<br> <br>December 30, 2024
Revenues,<br> net	$	11,656		$	11,658		$	17,891		$	16,466
Less:<br> significant segment expenses:
Cost<br> of sales		(4,148	)		(5,269	)		(6,674	)		(7,647	)
Selling,<br> general and administrative expense		(5,378	)		(5,954	)		(11,803	)		(12,654	)
Marketing<br> and advertising		(1,286	)		(1,034	)		(2,177	)		(2,192	)
Non-cash<br> compensation		(261	)		(694	)		(846	)		(1,517	)
Other<br> segment items^(1)^		(490	)		(1,188	)		(1,957	)		(1,370	)
Net<br> income (loss)	$	93		$	(2,482	)	$	(5,566	)	$	(8,614	)
^(1)^	Includes<br> interest expense and foreign currency transactions (loss) gain.
---	---

See Note 2 for revenue by geographic location. Long-lived assets excluding other non-current assets, by geography are summarized as follows:

SCHEDULE

OF LONG-LIVED ASSETS, EXCLUDING OTHER NON-CURRENT ASSETS, BY GEOGRAPHY

	December<br> 31, 2025		March 31, 2025
United<br> Kingdom	$	427	$	478
Hong<br> Kong		12		49
Total<br> long-lived assets	$	439	$	527

NOTE

13. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review, other than as described below or within these condensed consolidated financial statements, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements.

Submissionof Matters to a Vote of Security Holders

On January 14, 2026, the shareholders holding a majority of the voting power of the Company entitled to vote as of the record date of November 21, 2025 approved a number of corporate matters. These actions included authorizing certain issuances of common stock and warrants, amending the Certificate of Incorporation to increase authorized shares, approving the ELOC, and authorizing an additional reverse stock split of the common stock at a ratio to be determined by the Company’s board of directors. Refer to the definitive information statement filed via form DEF 14A with the SEC on November 26, 2025.

SeriesAA Preferred Stock Conversion

On

January 15, 2026, the Company issued 11,458,306 shares of its common stock upon conversion of all outstanding shares of Series AA Preferred Stock at a reduced conversion price of $0.46822 per share, as approved by the shareholders of the Company on January 14, 2026.

WarrantIssuance

During January 2026, the August 2025 Warrant was amended and restated to provide for (i) preemptive rights of the holder of the August 2025 Warrant to participate in future financings by the Company, pro rata, except in connection with certain issuance; (ii) the right of the holder of the August 2025 Warrant to match any proposal to provide equity or debt financing to the Company so long as the holder of the August 2025 Warrant holds at least 4.99% of the outstanding common stock of the Company; and (iii) weighted average anti-dilution price protection, with customary carve outs including for the excluded issuance. Additionally, the Company issued the holder of the August 2025 Warrant an additional Warrant (the “January 2026 Warrant”) to purchase up to an amount of shares of its common stock equal to the difference between (i) 19.99% of the number of shares of its common stock outstanding as of the closing date of the conversion of the Series A Preferred Stock and (ii) the August SPA Securities (see Note 9).

Leases

During January 2026, the

Company entered into a lease for office premises at 5th Floor, Gramophone Works, 326 Kensal Road, London W10 5BZ, commencing January 2026. The lease has a ten-year term and includes a mutual break option after five years. Lease payments for the first five-years total approximately GBP 1,600 (approximately $2,151 as of December 31, 2025). The Company accounted for the lease under ASC 842 beginning on the commencement date.

| 19 |

| --- |

ITEM2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Amounts in thousands, except numberof countries, style count and share and per share data)

Overview

Perfect Moment is a luxury lifestyle brand offering high-performance skiwear and complementary apparel categories that merge technical functionality with fashion-led design. We develop collections for women, men, and children that reflect a combination of technical integrity, elevated aesthetics, and versatility across seasons and use cases.

We design all products in-house and rely on a network of manufacturing partners across Europe and Asia, including China. Our merchandise is sold in over 60 countries through a combination of direct-to-consumer ecommerce, wholesale partnerships with premium retailers, select concession formats, and licensed international wholesalers.

We are focused on generating long-term, brand-right growth and improving profitability. During the nine months ended December 31, 2025, we continued to scale our direct-to-consumer business, launched a new spring/summer capsule, opened a new European distribution hub in the Netherlands as part our global logistics transformation, and increased our annual style count from approximately 75 to over 200. We also implemented a tiered pricing architecture across key categories to support value perception and drive margin enhancement.

We intend to grow our business over time by expanding our digital and retail footprint, diversifying our product portfolio, enhancing international reach, and pursuing selective collaborations. Our marketing efforts—both brand-building and performance-driven—are designed to increase awareness, strengthen customer engagement, and support customer acquisition and retention.

---

RecentDevelopments

During January 2026, the shareholders holding a majority of the voting power of the Company entitled to vote as of the record date of January 14, 2026 approved a number of corporate matters. These actions included authorizing certain issuances of common stock and warrants, amending the Certificate of Incorporation to increase authorized shares, approving the ELOC, and authorizing an additional reverse stock split of the common stock at a ratio to be determined by the Company’s board of directors

During January 2026, we issued 11,458,306 shares of our common stock upon conversion of all outstanding shares of Series AA Preferred Stock at a reduced conversion price of $0.46822 per share, as approved by our shareholders.

Comparabilityof Financial Information

Our historical operations and statements of assets and liabilities may not be comparable to our operations and statements of assets and liabilities as a result of completing our IPO in February 2024 and becoming a public company.

| 20 |

| --- |

Resultsof Operations

The following tables set forth our results of operations for the:

	Three months ended<br><br> <br>December 31, 2025			Three months ended<br><br> <br>December 31, 2024			Change
Revenue, net	$	11,656		$	11,658		$	(2)
Cost of sales		4,148			5,269			(1,121	)
Gross profit		7,508			6,389			1,119
Gross margin^(1)^		64.4	%		54.8	%
Operating expenses:
Selling, general and administrative expenses		5, 639			6,649			(1,010	)
Marketing and advertising expenses		1,286			1,034			252
Total operating expenses		6,925			7,683			(758	)
Income (loss) from operations		583			(1,294	)		1,877
Total other expense, net		(490	)		(1,188	)		698
Net income (loss)	$	93		$	(2,482	)	$	2,575
Other comprehensive income (loss)
Foreign currency translation income (loss)		89			(28	)		117
Comprehensive income (loss)	$	182		$	(2,510	)	$	2,692
	Nine months ended<br><br> <br>December 31, 2025			Nine months ended<br><br> <br>December 31, 2024			Change
---	---	---	---	---	---	---	---	---	---
Revenue, net	$	17,891		$	16,466		$	1,425
Cost of sales		6,674			7,647			(973	)
Gross profit		11,217			8,819			2,398
Gross margin^(1)^		62.7	%		53.6	%
Operating expenses:
Selling, general and administrative expenses		12,649			13,871			(1,222	)
Marketing and advertising expenses		2,177			2,192			(15	)
Total operating expenses		14,826			16,063			(1,237	)
Loss from operations		(3,609	)		(7,244	)		3,635
Total other (expense) income, net		(1,957	)		(1,370	)		(587	)
Net loss	$	(5,566	)	$	(8,614	)	$	3,048
Other comprehensive loss
Foreign currency translation loss		(45	)		(21	)		(24	)
Comprehensive loss	$	(5,611	)	$	(8,635	)	$	3,024
^(1)^	Gross<br> margin is defined as gross profit as a percentage of revenue, net
---	---

Non-GAAPMeasures

We analyze operational and financial data to evaluate our business, allocate our resources, and assess our performance. In addition to total net sales, net income (loss), and other results under GAAP, the following information includes key operating metrics and non-GAAP financial measures that we use to evaluate our business. We believe that these measures are useful for period-to-period comparisons of the Company’s performance. We have included these non-GAAP financial measures in this Quarterly Report because they are key measures management uses to evaluate our operational performance, produce future strategies for our operations, and make strategic decisions, including those relating to operating expenses and the allocation of our resources. Accordingly, we believe that these measures provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and Board of Directors.

AdjustedEBITDA

	Three months ended<br><br> <br>December 31,					Nine months ended<br><br> <br>December 31,
	2025		2024			2025			2024
Net income (loss), as reported	$	93	$	(2,482	)	$	(5,566	)	$	(8,614	)
Adjustments:
Interest expense		455		1,046			1,963			1,241
Stock compensation expense		145		386			391			1,098
Amortization of stock-based marketing services		116		308			455			419
Depreciation and amortization		73		71			272			282
Total EBITDA adjustments		789		1,811			3,081			3,040
Adjusted EBITDA	$	882	$	(671	)	$	(2,485	)	$	(5,574	)

Adjusted EBITDA is a non-GAAP financial measure that displays our net income (loss) from continuing operations, adjusted to eliminate the effect of certain items as described below. We define Adjusted EBITDA as net income (loss) excluding interest expense, income tax benefit (expense), depreciation and amortization and stock-based compensation expense. Adjusted EBITDA is a measure that is not defined in US GAAP. We believe that it is useful to exclude these expenses because the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations.

Management considers our core operating performance to be that which our managers can affect in any particular period through their management of the resources that affect our underlying revenue and profit generating operations in that period. We present adjusted EBITDA because we believe it assists investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. In addition, we use Adjusted EBITDA in developing our internal budgets, forecasts, and strategic plan; in analyzing the effectiveness of our business strategies; in evaluating potential acquisitions; in making compensation decisions; and in communications with our board of directors concerning our financial performance.

The $1,553 improvement in Adjusted EBITDA for the three months ended December 31, 2025, compared to the same period in 2024, was primarily driven by a $1,119 increase in gross profit. This increase was largely attributable to improvements in gross margin, which rose from 54.8% to 64.4%, reflecting enhancements in the Company’s operating model and logistics execution. During the period, the Company benefited from continued optimization of its supply chain and fulfillment processes, including improved warehouse efficiency, more effective shipping flows, and better cost control across distribution activities. In addition, growth in partnership revenue contributed to the overall margin improvement, with partnership revenue increasing to $239 for the three months ended December 31, 2025, from $91 in the prior-year period.

| 21 |

| --- |

Selling, general and administrative (SG&A) expenses decreased by $1,010 during the three months ended December 31, 2025, compared to the same period in 2024, reflecting continued cost discipline and reduced discretionary spending across most categories. The decrease was primarily driven by a reduction in stock-based compensation expense following the restructuring of our employee equity compensation program and the redundancy plan implemented in the fourth quarter of the prior fiscal year. Partially offsetting these savings were higher legal and professional fees associated with ongoing public company compliance and fundraising activities, as well as costs to support operational expansion. The Company also incurred incremental spending across key functional areas including information technology, insurance, travel, and retail operations, which were necessary to support its transition and long-term growth initiatives.

Marketing and advertising expenses increased by $252 during the three months ended December 31, 2025, compared to the same period in 2024, primarily due to the timing of marketing spend. The Company increased activation and promotional activities in the quarter to support the AW25 launch relative to the prior-year period.

The $3,089 improvement in Adjusted EBITDA for the nine months ended December 31, 2025, compared to the same period in 2024, was primarily driven by a $2,398 increase in gross profit, reflecting higher revenue and an increase in gross margin from 53.6% to 62.7%. The improvement in gross margin was mainly attributable to enhancements in the Company’s operating model and logistics execution, including more efficient supply chain and fulfillment processes and improved cost control. In addition, growth in partnership revenue contributed positively to gross margin, with partnership revenue increasing to $375 during the nine months ended December 31, 2025, from $91 in the prior-year period, alongside a more favorable channel and product mix.

Selling, general and administrative (SG&A) expenses decreased by $1,222 for the nine months ended December 31, 2025, compared to the same period in 2024, which was primarily driven by a reduction in stock-based compensation expense following the restructuring of our employee equity program and the redundancy plan implemented in the fourth quarter of the prior fiscal year. Partially offsetting these savings were higher legal, professional, and payroll costs associated with ongoing public company compliance and fundraising activities, as well as costs to support operational expansion.

Marketing and advertising expenses decreased by $15 for the nine months ended December 31, 2025, compared to the same period in 2024, primarily due to the timing of marketing spend. While the Company incurred higher activation and promotional costs in the third quarter to support the AW25 product launch, these increases were offset by lower spending in other periods, resulting in a decrease in marketing and advertising expenses on a year-to-date basis.

The improvement in adjusted EBITDA demonstrates operating leverage on higher revenue and margin despite ongoing investments in infrastructure and brand development.

Non-GAAP financial measures have limitations, should be considered as supplemental in nature and are not meant as a substitute for the related financial information prepared in accordance with GAAP. These limitations include the following:

●	employee<br> stock awards and common stock purchase options expense has been, and will continue to be for the foreseeable future, a significant<br> recurring expense for the Company and an important part of our compensation strategy;
●	the<br> assets being depreciated or amortized may have to be replaced in the future, and the non-GAAP financial measures do not reflect cash<br> capital expenditure requirements for such replacements or for new capital expenditures or other capital commitments;
●	non<br> GAAP measures do not reflect future interest expense, or the cash requirements necessary to service interest or principal payments,<br> on our debts;
●	non-GAAP<br> measures do not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;
●	non-GAAP<br> measures do not reflect changes in, or cash requirements for, our working capital needs; and
●	other<br> companies, including companies in our industry, may calculate their non-GAAP financial measures differently or not at all, which<br> reduces their usefulness as comparative measures.

Because of these limitations, you should consider the non-GAAP financial measures alongside other financial performance measures, including our net income (loss) and our other financial results presented in accordance with GAAP. You are encouraged to evaluate the above adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

Revenue

Total revenue for the three months ended December 31, 2025 was $11,656, compared to $11,658 for the same period in 2024, a decrease of $2, or 0.0% and for the nine months ended December 31, 2025 was $17,891, compared to $16,466 for the same period in 2024, an increase of $1,425, or 8.7%. Growth for both periods was primarily driven by contributions from the new partnership channel.

The year-over-year increase in revenue was primarily driven by a stronger wholesale order book and improved operational execution, which enabled more efficient fulfillment and shipment timing compared to the prior year. These enhancements reflect the Company’s ongoing focus on operational discipline and supply chain optimization, positioning it to capture additional sales opportunities over the remainder of the season.

---

| 22 |

| --- |

---

Costof sales

Cost of sales for the three months ended December 31, 2025 was $4,148, compared to $5,269 for the same period in 2024, a decrease of $1,121, or 21.3% and for the nine months ended December 31, 2025 was $6,674, compared to $7,647 for the same period in 2024, a decrease of $973, or 12.7%. The decrease was primarily driven by improved inventory efficiency and disciplined cost management.

We continue to focus on optimizing our supply chain and sourcing practices to support long-term margin expansion.

Grossprofit and gross margin

Gross profit for the three months ended December 31, 2025 was $7,508, compared to $6,389 for the same period in 2024, an increase of $1,119, or 17.5%. Gross margin improved to 64.4%, up from 54.8% for the same period in 2024. This increase reflects the favorable impact of channel mix, particularly growth in higher-margin revenue streams, and our ongoing focus on disciplined pricing and supply chain reengineering.

Gross profit for the nine months ended December 31, 2025 was $11,217, compared to $8,819 for the same period in 2024, an increase of $2,398, or 27.2%. Gross margin improved to 62.7%, up from 53.6% for the same period in 2024. This increase reflects the favorable impact of channel mix, particularly growth in higher-margin revenue channels, and our ongoing focus on disciplined pricing and supply chain reengineering.

The margin expansion demonstrates progress toward achieving improved profitability while continuing to scale the business.

Selling, general and administrative expenses(“SG&A”)

SG&A expenses for the three months ended December 31, 2025 were $5,639, compared to $6,649 for the same period in 2024, a decrease of $1,010, or 15.2%. For the nine months ended December 31, 2025, SG&A expenses were $12,649, compared to $13,871 for the same period in 2024, a decrease of $1,222, or 8.8%.

The decreases primarily reflect continued cost discipline and reduced discretionary spending, including lower stock-based compensation following the restructuring of our employee equity program and redundancy plan implemented in the fourth quarter of the prior fiscal year. These savings were partially offset by higher legal and professional fees related to public company compliance and fundraising activities, as well as increased payroll and operational costs to support expansion initiatives. The Company also incurred targeted increases across technology, compliance, and insurance to strengthen its operating infrastructure and scalability.

Overall, SG&A expenses decreased as a percentage of revenue—improving to 48.4% from 57.0% for the three-month period and to 70.7% from 84.2% for the nine-month period—reflecting enhanced operating leverage, improved cost efficiency, and the early benefits of management’s ongoing efforts to align the cost base with revenue growth.

Marketingand advertising expense

Marketing and advertising expenses for the three months ended December 31, 2025 were $1,286, compared to $1,034 for the same period in 2024, an increase of $252, or 24.4 %. For the nine months ended December 31, 2025, marketing and advertising expenses were $2,177, compared to $2,192 for the same period in 2024, a decrease of $15, or 0.7%.

These fluctuations primarily reflect the timing of marketing initiatives as the Company continues to better align and phase its brand and promotional activities throughout the year, rather than concentrating spend during the first half. In addition, management implemented permanent cost-saving measures through optimized agency support, improved event planning, and a greater focus on in-house capabilities, resulting in a more efficient allocation of marketing resources.

| 23 |

| --- |

We remain focused on maintaining marketing efficiency while continuing to strengthen global brand awareness and customer engagement through targeted and data-driven campaigns that support both direct-to-consumer and wholesale channels.

Seasonalityand Quarterly Trends

Our business is seasonal with revenue concentrated in northern hemisphere countries. Revenue is elevated in the quarters ending September 30, December 31 and March 31 driven by sales of ski and outerwear through the fall and winter months. In the quarter ending June 30 sales are driven by swimwear and activewear. Our growth rate fluctuates quarter-on-quarter as a result of the seasonality of our business. We expect this fluctuation to continue. In addition to seasonality, quarter-on-quarter results are expected to be impacted by the timing of goods production and delivery, promotional activities and the addition of new products and geographies as the business grows. The business is also subject to the impact of economic cycles that influence retail apparel trends.

Liquidityand Capital Resources

Through December 31, 2025, we have funded our operations with proceeds from the sale of common stock from the initial public offering, a public offering during December 2025, and other sales of common stock; the sale of preferred stock, alongside existing trade, invoice and shareholder financing arrangements. We have incurred recurring losses, including a net loss of $5,566 for the nine months ended December 31, 2025 and used cash in operations of $8,882 during that period. As of December 31, 2025, the Company had an accumulated deficit of $70,482. These factors raise substantial doubt about our ability to continue as a going concern for at least twelve months from the date these condensed consolidated financial statements were available to be issued. Our ability to continue as a going concern is dependent upon management of its expenses and its ability to obtain necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due, and upon profitable operations.

As of December 31, 2025, we had cash and cash equivalents of $1,567. Historically, we have generated negative cash flows from operations and have primarily financed our operations through sales of equity securities, issuance of debt instruments and working capital finance facilities.

We expect operating losses and negative cash flows from operations to continue into the foreseeable future as we continue to invest in growing our business and expanding our infrastructure. Our primary uses of cash include personnel and marketing expenditures, inventory, capital investment and expenditures in technology and incremental expenses arising from distribution center operating costs to support our operations and our growth.

As a result of the seasonality of our business, we typically draw down on our finance facilities during summer, fall and early winter to meet a large proportion of the cost of goods associated with the manufacture of our fall/winter collection. Finance and debt factoring facilities support our working capital cycle through to the late fall/winter season when wholesale receivables are paid and ecommerce revenues increase.

Our ability to fund inventory purchases, capital expenditures, and growth will depend on our ability to generate cash in the future. Our future ability to generate cash from operations is, to a certain extent, subject to general economic, financial, competitive, regulatory and other conditions. Based on our current level of operations, we believe our existing cash balances and expected cash flows from operations, alongside the continuance of our existing financing arrangements, will be sufficient to meet our operating requirements for at least the next 12 months, excluding financing to support production (i.e. timing of working capital). We may seek additional or alternative debt and equity financing to that set out above. If we raise equity financing, our shareholders may experience significant dilution of their ownership interests. If we conduct additional debt financing, the terms of such debt financing may be similar or more restrictive than the terms of our current financing arrangements and we would have additional debt service obligations. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital when desired, our business, financial condition and results of operations could be harmed. See the sections included in our annual report filed on Form 10-K titled “Risk Factors – Risks Related to Ownership of Our Common Stock – Future sales and issuances of our common stock or rights to purchase common stock, including pursuant to our 2021 Equity Incentive Plan, could result in additional dilution of the percentage ownership of our shareholders” and “Risk Factors – Risks Related to Our Business, Our Brand, Our Products and Our Industry – We have a history of losses, expect to continue to incur losses in the near term and may not achieve or sustain profitability in the future, and as a result, our management has identified and our auditors reported that there is a substantial doubt about our ability to continue as a going concern.”

| 24 |

| --- |

---

CashFlow Activities

The following table shows summary cash flow information for the periods presented:

	Ninemonths ended December 31,
	2025			2024
Consolidated statement of cash flow data:
Net cash used in operating activities	$	(8,882	)	$	(8,780	)
Net cash used in investing activities	$	(204	)	$	(287	)
Net cash provided by financing activities	$	3,275		$	5,321

CashFlows Used in Operating Activities

During the nine months ended December 31, 2025, operating activities used $8,882 in cash and cash equivalents and restricted cash, primarily resulting from a net loss of $5,566, non-cash adjustments totaling $3,323, and a net cash outflow from changes in operating assets and liabilities of $6,639. Net cash used in changes in operating assets and liabilities was driven primarily by an increase in inventory of $3,191, an increase in accounts receivable of $4,518, and an increase in other non-current assets of $83, and a decrease in accrued expenses of $477. These outflows were partially offset by an increase in trade payables of $1,060 and a decrease in prepaid and other current assets of $454. The increase in inventory reflects higher stock purchases to support the upcoming winter season and expanded sales channels and also improved inventory planning and purchasing timing, designed to enhance availability and support stronger sell-through performance in the second half of the fiscal year.

During the nine months ended December 31, 2024, operating activities used $8,780 in cash and cash equivalents and restricted cash, primarily resulting from a net loss of $8,614, non-cash adjustments totaling $2,798 and a net cash outflow from changes in operating assets and liabilities of $2,964. Net cash used by changes in operating assets and liabilities during the nine months ended December 31, 2024 consisted primarily of an increase in inventory of $2,039, reflecting higher stock purchases to support the upcoming winter season, as well as an increase in accounts receivable of $1,740, offset by an increase in accrued expenses of $750.

CashFlows Used in Investing Activities

During the nine months ended December 31, 2025, investing activities used $204 in cash and cash equivalents and restricted cash, compared to $287 for the same period in 2024, a decrease of $83, or 28.9%. The current period capital expenditures related to the opening of the new pop-up store in Verbier and preparatory investments for additional pop-up locations planned for the third quarter. These investments are consistent with the Company’s strategy to enhance brand visibility and expand its retail presence in key markets while maintaining disciplined capital allocation.

CashFlows Provided by Financing Activities

During the nine months ended December 31, 2025, financing activities provided $3,275 in cash and cash equivalents, primarily attributed to $4,050 of net proceeds from the sale of our common stock, $1,330 of net proceeds from short term borrowings, and $5,590 of net proceeds from the issuance of notes payable to related parties, offset by a $4,725 repayment of short term borrowings, $2,495 repayment of trade finance facility, and $475 payment of dividends on our Series AA Convertible Preferred Stock.

During the nine months ended December 31, 2024, financing activities provided $5,321 in cash and cash equivalents and restricted cash, primarily attributed to $4,604 of net proceeds from short term borrowings, $2,849 of net proceeds from trade finance facilities, and $2,000 proceeds from a convertible note, offset by a $3,846 repayment of short term borrowings, $139 payment of deferred offering costs and a $147 repayment of trade finance facilities.

| 25 |

| --- |

---

Off-BalanceSheet Arrangements

We did not have during the periods presented, and we do not currently have, any off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

CriticalAccounting Policies and Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions. Predicting future events is inherently an imprecise activity and, as such, requires the use of significant judgment. Actual results may vary from our estimates in amounts that may be material to the financial statements. An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact our consolidated financial statements.

Our critical accounting policies, estimates, and judgements are as follows, and see Note 2. Summary of Significant Accounting Policies included in Item 8 of Part II for additional information:

---

Revenuereserves

---

The amount of consideration we receive and recognize as revenue, net across both wholesale and DTC channels varies with changes in sales returns and other accommodations and incentives we offer to our customers. When we give our customers the right to return products or provide other accommodations such as chargebacks and markdowns, we estimate the expected sales returns and miscellaneous claims from customers and record sales reserves to reduce revenue, net.

As of December 31, 2025, our sales-related reserves were $0.9 million compared to $0.6 million as of March 31, 2025. The most significant variable affecting these reserve balances is sales levels. As a percentage of net revenue, sales-related reserves were 4.8% as of December 31, 2025, compared to 2.8% as of March 31, 2025. The reserve for customer returns is the component of our sales-related reserves most susceptible to estimation uncertainty.

December 31, 2025 represents the period with the highest return reserves, reflecting the seasonality of our business and the concentration of sales in the winter period. A significant portion of revenue in December is generated through our eCommerce channel, which historically experiences higher return rates than other channels, resulting in elevated return reserves at quarter-end.

These estimates are based on 1) historical rates of product returns and claims; and 2) events and circumstances that indicate changes to such historical rates are warranted, such as our customers’ inventory positions and their anticipated sell-through rates. However, actual returns and claims in any future period are inherently uncertain and thus may differ from our estimates. As a result, we adjust our estimates of revenue at the earlier of when the most likely amount of consideration we expect to receive changes or when the amount of consideration becomes fixed. If actual or expected future returns and claims are significantly different than the sales reserves established, we record an adjustment to Net sales in the period in which such determination was made.

AccountsReceivable and Credit Losses

---

We make ongoing estimates relating to the collectability of accounts receivable and maintain an allowance for estimated losses resulting from the inability of our customers to make required payments. In determining the amount of the reserve, we consider historical levels of credit losses and significant economic developments within the retail environment that could impact the ability of our customers to pay outstanding balances and make judgments about the creditworthiness of significant customers based on ongoing credit evaluations. Because we cannot predict future changes in the financial stability of our customers, actual future losses from uncollectible accounts may differ from estimates. If the financial condition of customers were to deteriorate, resulting in their inability to make payments, a larger reserve might be required. In the event we determine a smaller or larger reserve is appropriate, we would record a benefit or charge to selling, general and administrative expenses in the period in which such a determination was made.

| 26 |

| --- |

InventoryReserves

The Company periodically reviews its inventory for potential excess, obsolescence, or slow-moving items and records reserves as necessary to reflect inventory at the lower of cost or net realizable value. This assessment is inherently judgmental and considers multiple factors including current inventory levels, historical and projected sales trends, seasonality, planned markdowns, and liquidation history. Management places particular focus on unsold units from prior seasons and styles that have been carried forward, taking into account their performance over time and expected sell-through.

Inventory is tracked at the SKU level, and the Company’s provision methodology involves a cross-functional process with the merchandising and planning teams to identify items at risk of non-recovery. This includes analysis of aged inventory by collection season, unit sales velocity, and margin erosion. Provisions are updated quarterly and recorded in the period in which such assessments are made.

Warrants

We account for warrants as either equity classified or liability classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing liabilities from equity (“ASC 480”), and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to our own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of our control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance, modification, and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the liability-classified warrants are recognized as a non-cash gain or loss on the accompanying consolidated statements of operations and comprehensive loss. We assess the classification of our warrants at each reporting date to determine whether a change in classification between equity and liability is required.

Stock-basedcompensation

We account for share-based payments that involve the issuance of shares of our common stock to employees and non-employees and meet the criteria for share-based awards as stock-based compensation expense based on the grant-date fair value of the award. We estimate forfeitures and apply that to the stock-based compensation expense to be recognized over the period an award vests. We recognize compensation expense for awards with only service conditions on a straight-line basis over the requisite service period for the entire award.

If factors change, and we utilize different assumptions including the probability of achieving performance conditions, share-based compensation cost on future award grants may differ significantly from share-based compensation cost recognized on past award grants. If there are any modifications or cancellations of the underlying unvested securities, we may be required to accelerate any remaining unearned share-based compensation cost or incur incremental cost. Share-based compensation cost affects our compensation and benefits expenses. In addition to the below, see Note 11 – Stock Based Compensation to our audited consolidated financial statements for additional detail.

For periods prior to the IPO, we issued stock option awards and restricted stock units to employees and non-employees under the 2021 Equity Incentive Plan (the “2021 Plan”). The fair value of each award is estimated on the date of the grant using the Black-Scholes option-pricing model in order to measure the compensation cost associated with the award. This model incorporates the following assumptions for inputs: the expected volatility in the market value of the underlying common stock, the expected term of the contractual option, the risk-free interest rate based upon quoted market yields for United State Treasury instruments with terms that were consistent with the expected term of the stock options and the expected dividend yield of the underlying common stock.

The fair value of the stock awards issued to employees and nonemployees under the 2021 Plan prior to the IPO was estimated at each grant date using the Black-Scholes model which requires the input of the following subjective assumptions: (a) length of time grantees will retain their vested stock options before exercising them for employees and the contractual term of the option for nonemployees (“expected term”), (b) The volatility of our common stock price over the expected term, (c) expected dividends, (d) risk-free interest rate over the option’s expected term, and estimated forfeiture rate. A summary of our significant assumptions for the pre-IPO stock awards is as follows:

● Expected term: For employees, the expected term is determined using the “simplified” method, as prescribed by the SEC’s Staff Accounting Bulletin No. 107, Share-Based Payment, to estimate on a formula basis the expected term of the Company’s employee stock options, which are considered to have “plain vanilla” characteristics. For nonemployees, the expected term represents the contractual term of the option.

● Expected volatility: The expected volatility was determined by examining the historical volatilities of a group of industry peers, as the Company did not have any trading history for our common stock prior to the IPO.

● Expected dividend yield: The expected dividend yield was based on our history and management’s current expectation regarding future dividends.

● Risk-free interest rate: The risk-free interest rate was based upon quoted market yields for the United States Treasury instruments with terms that were consistent with the expected term of the stock options.

● Estimated forfeiture rate: The expected forfeiture rate was based on our history and management’s expectation regarding future forfeitures.

If factors change, and we utilize different assumptions, share-based compensation cost on future award grants may differ significantly from share-based compensation cost recognized on past award grants. Higher volatility and longer expected terms result in an increase to share-based compensation determined at the date of grant. Future share-based compensation cost will increase to the extent that we grant additional share-based awards to employees and non-employees. If there are any modifications or cancellations of the underlying unvested securities, we may be required to accelerate any remaining unearned share-based compensation cost or incur incremental cost. Share-based compensation cost affects our selling, general and administrative expenses.

In future periods, we expect share-based compensation to increase, due in part to our existing unrecognized share-based compensation and as we issue additional share-based awards to continue to attract and retain employees.

IncomeTaxes

---

We make assumptions, judgments and estimates to determine our current provision for income taxes, our deferred tax assets and liabilities and our uncertain tax positions. Our judgments, assumptions and estimates relative to the current provision for income tax take into account current tax laws, our interpretation of current tax laws and possible outcomes of current and future audits conducted by foreign and domestic tax authorities. Changes in tax law or our interpretation of tax laws and the resolution of current and future tax audits could significantly affect our ability to utilize our net operating loss carryforwards.

Our assumptions, judgments and estimates relative to the value of a deferred tax asset take into account predictions of the amount and category of future taxable income. Actual operating results and the underlying amount and category of income in future years could cause our current assumptions, judgments and estimates of recoverable net deferred tax assets to be inaccurate. Changes in any of the assumptions, judgments and estimates mentioned above could cause our actual income tax obligations to differ from our estimates, which could materially affect our financial position, results of operations or cash flows.

Our assumptions, judgement and estimates relative to uncertain tax positions take into account whether a tax position is more likely than not to be sustained upon examination by the relevant taxing authority based on the technical merits of the position and the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant taxing authority. Changes in tax law or our interpretation of tax laws and the resolution of current and future tax audits could significantly affect our ability to utilize our net operating loss carryforwards.

| 27 |

| --- |

---

Contingencies

We are involved in legal proceedings regarding contractual and employment relationships and a variety of other matters. We record contingent liabilities when a loss is assessed to be probable and its amount is reasonably estimable. If it is reasonably possible that a material loss could occur through ongoing litigation, we provide disclosure in the footnotes to our financial statements. Assessing probability of loss and estimating the amount of probable losses requires analysis of multiple factors, including in some cases judgments about the potential actions of third-party claimants and courts. Should we experience adverse court judgments or should negotiated outcomes differ to our expectations with respect to such ongoing litigation it could have a material adverse effect on our results of operations, financial position, and cash flows.

RecentAccounting Pronouncements

For recent accounting pronouncements, see Note 2 of our audited consolidated financial statements included in this Quarterly Report and Note 2 of our unaudited condensed consolidated financial statements included in this Form 10-Q.

Quantitativeand Qualitative Disclosures about Market Risk

We are exposed to market risks in the ordinary course of our business. These risk primarily include:

Interestrate risk

The fair value of our cash equivalents, held primarily in cash deposits, have not been significantly impacted by increases or decreases in interest rates to date, due to the short-term nature of these instruments. The interest expense associated with our letter of credit trade finance facility is composed of a fixed spread over HIBOR or SOFR. The interest rate associated with our short-term borrowings is a fixed rate also. We are exposed to interest rate risk where the interest expense associated with our financing arrangements is depending upon HIBOR or SOFR, a floating reference rate, or in the event that the fixed interest rate associated with our financing arrangements is increased upon roll-over of the financing arrangement at its contractual maturity. Fluctuations in interest rates have not been significant to date. We do not expect that interest rates will have a material impact on our results of operations, owing to the size and short-term nature of the floating rate financing arrangements.

Inflationrisk

We are beginning to observe increases in our costs of goods sold, in particular, transportation costs. If these cost increases are sustained and we become subject to significant inflationary pressures, we may not be able to fully offset such higher costs. Our inability to do so could harm our business, results of operations or financial condition.

Foreignexchange risk

To date, revenue has primarily been generated in U.S. dollar, U.K. pound sterling and euro. As a result, our revenue may be subject to fluctuations due to changes in foreign currency exchange rates, particularly changes in U.K. pound sterling and euros relative to the U.S. dollar. Our foreign exchange risk is less pronounced for our cost of sales as our cost of goods sold is predominantly U.S. dollar denominated. Our selling, general and administrative expenses are primarily made up of U.S. dollar, Hong Kong dollar, U.K. pound sterling and euro amounts. Although a portion of our non-U.S. dollar costs offset non-U.S. dollar revenue, a currency mismatch arises as to the amount and timing of our different currency cash flows. To date, we have not hedged our foreign currency exposure. We will continue to monitor the impact of foreign exchange risk and review whether to implement a hedging strategy to minimize this risk in future accounting periods. Hedging strategies where implemented are unlikely to completely mitigate this risk. To the extent that foreign exchange risk is not hedged it may result in harm to our business, results of operations and financial condition.

---

ITEM

3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For quantitative and qualitative disclosures regarding market risks in our portfolio, see, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Quantitative and Qualitative Disclosures About Market Risk” above.

| 28 |

| --- |

---

ITEM

4 - CONTROLS AND PROCEDURES

Evaluationof Disclosure Controls and Procedures

We maintain disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

We carried out an evaluation under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d- 15(e) under the Exchange Act) as of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2025.

InternalControls Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed under the supervision of our principal executive and principal financial officers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of our management, including our principal executive and principal financial officers, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025. Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2025.

Changesin Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

InherentLimitations on the Effectiveness of Controls

Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control systems are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in a cost-effective control system, no evaluation of internal control over financial reporting can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been or will be detected.

These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

| 29 |

| --- |

---

PART

II - OTHER INFORMATION

ITEM

1 - LEGAL PROCEEDINGS

For information regarding legal proceedings, refer to Note 10, “Commitments and Contingencies” in the Notes to our Condensed Consolidated Financial Statements, which is incorporated herein by reference.

ITEM

1A. RISK FACTORS

Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described below and those described in “Part I, Item 1A. Risk Factors” in the Form 10-K and “Part II, Item 1A. Risk Factors” in the Form 10-Q for the quarter ended June 30, 2025. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, other than as set forth below, there were no material changes to the risks and uncertainties described in the section titled “Risk Factors” in Part I, Item 1A of the Form 10-K for our fiscal year ended March 31, 2025 and in Part II, Item 1A of the Form 10-Q for our quarters ended June 30, 2025 and September 30, 2025.

Wehave a history of losses, expect to continue to incur losses in the near term and may not achieve or sustain profitability in the future,and as a result, our management has identified and our auditors reported that there is a substantial doubt about our ability to continueas a going concern.

We intend to rely on debt and equity financing for working capital until positive cash flows from operations can be achieved, which may never occur. These matters raise substantial doubt about our ability to continue as a going concern. Based upon our current operating plan and assumptions, we expect that our existing cash balances and expected cash flows from operations, alongside the continuance of our existing financing arrangements, will be sufficient to fund our operations for at least the next 12 months, excluding financing to support production (i.e. timing of working capital). However, our operating plan may change, and our assumptions may prove to be wrong, as a result of many factors currently unknown to us, and we could use our available capital resources sooner than we expect. We may need to seek additional funds sooner than planned, through public or private equity or debt financings or other third-party funding or a combination of these approaches. Even if we believe we have sufficient funds for our current or future operating plans, we may seek additional capital if market conditions are favorable or based upon specific strategic considerations.

Any additional capital-raising efforts may divert our management’s attention from the operation of our business. In addition, we cannot guarantee that future financing will be available in sufficient amounts or on terms acceptable to us, if at all. If we are unable to obtain sufficient amounts of additional capital, when and if we require it, we may be required to reduce the scope of our operations, which could harm our business, financial condition and results of operations. Our consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

The report of our independent registered public accounting firm that accompanies our audited consolidated financial statements for the fiscal years ended March 31, 2025 and March 31, 2024 contains a going concern explanatory paragraph in which such firm stated that there is substantial doubt about our ability to continue as a going concern. Our consolidated financial statements contained in this quarterly report do not include any adjustments that might result if we are unable to continue as a going concern. If we are unable to continue as a going concern, holders of our securities might lose their entire investment. These factors, among others, may make it difficult to raise any additional capital and may cause us to be unable to continue to operate our business.

| 30 |

| --- |

Ourfinancial results and ability to grow our business may be negatively impacted by global events beyond our control.

---

We operate distribution and warehousing facilities and offices around the world and substantially all of our manufacturers are located outside of the United States. We are subject to numerous risks and global events beyond our control which could negatively impact consumer spending or our own operations or operations of our customers or business partners, and therefore our results of operations, including: changes in diplomatic and trade relationships, trade policy or actions of foreign or U.S. governmental authorities impacting trade and foreign investment; inflation; military conflict; political or labor unrest; terrorism; public health crises, disease epidemics or pandemics; natural disasters and extreme weather conditions, which may increase in frequency and severity due to climate change; economic instability resulting in the disruption of trade from foreign countries; the imposition of new laws, regulations and rules, including those relating to sustainability and climate change, data privacy, labor conditions, minimum wage, quality and safety standards and disease epidemics or other public health concerns; and changes in local economic conditions in countries where our stores, customers, manufacturers and suppliers are located.

These risks could hamper our ability to sell products, negatively affect the ability of our manufacturers to produce or deliver our products or procure materials and increase our cost of doing business generally, any of which could have an adverse effect on our results of operations, profitability, cash flows and financial condition. In the event that one or more of these factors make it undesirable or impractical for us to conduct business in a particular country, our business could be adversely affected.

Werely on a limited number of third-party suppliers to provide high quality raw materials.

Our products require high quality raw materials, including down, softshell, wool, neoprene, and cotton. We do not manufacture our products or the raw materials for them and rely instead on suppliers. Many of the specialty fabrics used in our products are technically advanced textile products developed and manufactured by third parties and may be available, in the short-term, from only one or a limited number of sources. We have no long-term contracts with any of our suppliers or manufacturers for the production and supply of our raw materials and products, and we compete with other companies for fabrics, other raw materials, and production.

During the nine months ended December 31, 2025 and the year ended March 31, 2025, our largest single manufacturer, produced approximately 29% and 39% of our products, respectively, and majority of our products were manufactured in China. For the nine months ended December 31, 2025 and the year ended March 31, 2025, the largest single supplier, produced approximately 56% and 46% of the fabric for our products, respectively. During the nine months ended December 31, 2025 and the year ended March 31, 2025, approximately 3% and 37% of our fabrics originated from Japan, respectively, and 84% and 62% from China, respectively. We also source other raw materials which are used in our products, including items such as content labels, elastics, buttons, clasps and drawcords from suppliers located predominantly in the Asia Pacific region.

The price of raw materials depends on a wide variety of factors largely beyond the control of the Company. A shortage, delay or interruption of supply for any reason, could negatively impact our ability to fulfill orders and have an adverse impact on our financial results. In addition, while our suppliers, in turn, source from a number of sub-suppliers, we rely on a very small number of direct suppliers for certain raw materials. As a result, any disruption to these relationships could have an adverse effect on our business. Events that adversely affect our suppliers could impair our ability to obtain inventory in the quantities and at the quality that we require. Such events include difficulties or problems with our suppliers’ businesses, finances, labor relations, ability to import raw materials, costs, production, insurance and reputation, as well as natural disasters, public health emergencies or other catastrophic occurrences. A significant slowdown in the retail industry as a whole may also result in bankruptcies or permanent closures of some of our suppliers and third-party vendors. Furthermore, there can be no assurance that our suppliers will continue to provide fabrics and raw materials or provide products that are consistent with our standards. More generally, if we need to replace an existing supplier, additional supplies or additional manufacturing capacity may not be available when required on terms that are acceptable to us, or at all, and any new supplier may not meet our strict quality requirements. In the event we are required to find new sources of supply, we may encounter delays in production, inconsistencies in quality and added costs as a result of the time it takes to train our suppliers and manufacturers in our methods, products and quality control standards. Any delays, interruption or increased costs in the supply of our raw materials could have an adverse effect on our ability to meet customer demand for our products and result in lower revenue and profitability both in the short and long-term.

ITEM

2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On August 27, 2025, the Company entered into a Securities Purchase Agreement with X3 Higher Moment Fund LLC (the “Investor”) to issue and sell (i) 3,172,858 shares of common stock (the “Shares”) and (ii) a warrant (the “Warrant”) to purchase up to 3,204,908 shares of Common Stock (collectively, the “Securities”) for an aggregate of $1,485,595. The per share purchase price of the Shares and the Warrant exercise price are each $0.46822, which represents the average closing price of the Company’s common stock as reported on the NYSE American for the five trading days immediately preceding the signing of the Securities Purchase Agreement. The Securities were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended provided in Section 4(a)(2) of the Securities Act. The Securities Purchase Agreement was approved by the shareholders of the Company on January 14, 2026.

On January 15, 2026, the Company issued 11,458,306 shares of its common stock upon conversion of all outstanding shares of Series AA Preferred Stock. The shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended provided in Section 4(a)(2) of the Securities Act.

ITEM

3 - DEFAULTS UPON SENIOR SECURITIES

None.

ITEM

4 - MINE SAFETY DISCLOSURES

Not applicable.

ITEM

5 - OTHER INFORMATION

InsiderTrading Arrangements

During the quarter ended December 31, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Item 408(a) of Regulation S-K under the Exchange Act.

| 31 |

| --- |

ITEM

6 - EXHIBITS

The exhibits listed below are filed as part of this Quarterly Report on Form 10-Q, or are incorporated herein by reference, in each case as indicated below.

		Incorporated by Reference
Exhibit Number	Description	Form	File No.	Exhibit	Filing Date
3.1	Amended and Restated Certificate of Incorporation of the Company	8-K	001-41930	3.1	February<br> 13, 2024
3.2	Amended and Restated Bylaws of the Company	8-K	001-41930	3.2	February<br> 13, 2024
3.3	Certificate of Designations of 12.00% Series AA Convertible Preferred Stock.	8-K	001-41930	3.1	April<br> 2, 2025
3.4	Certificate of Adoption of Bylaw Amendment	8-K	001-41930	3.1	October<br> 10, 2025
3.5	Certificate of Amendment of Certificate Designations, Preferences, Limitations, Restrictions and Relative Rights 12.00% Series AA Convertible Preferred Stock of Perfect Moment Ltd.	8-K	001-41930	3.1	January 21, 2026
4.1	Form of the Company’s Common Stock Certificate	S-1	333-274913	4.1	November<br> 6, 2023
4.2	Form of Underwriter Warrants	S-1	333-274913	4.2	January<br> 22, 2024
4.3	Form of Convertible Promissory Note for 2021 Debt Financing	S-1	333-274913	4.3	November<br> 6, 2023
4.4	Form of Amendment No. 1 to Convertible Promissory Note for 2021 Debt Financing	S-1	333-274913	4.4	November<br> 6, 2023
4.5	Form of Amendment No. 2 to Convertible Promissory Note for 2021 Debt Financing	S-1	333-274913	4.5	November<br> 6, 2023
4.6	Form of Amendment No. 3 to Convertible Promissory Note for 2021 Debt Financing	S-1	333-274913	4.6	January<br> 18, 2024
4.7	Form of Convertible Promissory Note for 2022 Debt Financing	S-1	333-274913	4.6	November<br> 6, 2023
4.8	Form of Amendment No. 1 to Convertible Promissory Note for 2022 Debt Financing	S-1	333-274913	4.7	November<br> 6, 2023
4.9	Form of Amendment No. 2 to Convertible Promissory Note for 2022 Debt Financing	S-1	333-274913	4.9	January<br> 18, 2024
4.10	Form of Convertible Secured Note dated December 6, 2024	8-K	001-41930	10.2	December<br> 12, 2024
4.11	Form of Placement Agent Warrant	8-K	001-41930	4.1	April<br> 2, 2025
4.12	Form of Amendment No. 1 to Convertible Promissory Note for 2022 Debt Financing	S-1	333-274913	4.7	November<br> 6, 2023
4.13	Representative’s Warrants	8-K	001-41930	4.1	June<br> 30, 2025
4.14	Promissory Note, Dated August 26, 2025	8-K	001-41930	10.1	August<br> 27, 2025
4.15	Promissory Note, Dated August 26, 2025	8-K	001-41930	10.2	August<br> 27, 2025
4.16	Form of Warrant	8-K	001-41930	4.1	August<br> 27, 2025
4.17	Amended and Restated Promissory Note, dated October 30, 2025	8-K	001-41930	10.1	October<br> 31, 2025
4.18	Form of Amended Warrant 1	8-K	001-41930	4.1	January 21, 2026
4.19	Form of Warrant 2	8-K	001-41930	4.2	January 21, 2026
10.1	Equity Purchase Agreement, dated October 7, 2025 between the Company and the Investor	8-K	001-41930	10.1	October<br> 10, 2025
10.2	Registration Rights Agreement, dated October 7, 2025, between the Company and the Investor	8-K	001-41930	10.2	October<br> 10, 2025

| 32 |

| --- | | 31.1 | Certification of the Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | --- | --- | | 31.2 | Certification of the Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | 32.1* | Certifications of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | 32.2* | Certifications of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | 101.INS | Inline<br> XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within<br> the Inline XBRL document). | | 101.SCH | Inline<br> XBRL Taxonomy Extension Calculation Linkbase Document | | 101.CAL | Inline<br> XBRL Taxonomy Extension Calculation Linkbase Document | | 101.DEF | Inline<br> XBRL Taxonomy Extension Definition Linkbase Document | | 101.LAB | Inline<br> XBRL Taxonomy Extension Labels Linkbase Document | | 101.PRE | Inline<br> XBRL Taxonomy Extension Presentation Linkbase Document | | 104 | Cover<br> Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |

* The certifications attached as Exhibit 32.1 that accompany this Quarterly Report on Form 10-Q are deemed furnished and not filed with the SEC and are not to be incorporated by reference into any filing of Perfect Moment Ltd. under the Securities Act or the Exchange Act, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.

| 33 |

| --- |

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	PERFECT MOMENT LTD.
Date:<br> February 12, 2026	By:	/s/ Jane Gottschalk
		Jane<br> Gottschalk
		President<br><br> <br>(Principal<br> Executive Officer)
Date:<br> February 12, 2026	By:	/s/ Chath Weerasinghe
		Chath<br> Weerasinghe
		Chief<br> Financial Officer and Chief Operating Officer<br><br> <br>(Principal<br> Financial and Accounting Officer)

| 34 |

| --- |

Exhibit31.1

CERTIFICATIONSOF CHIEF EXECUTIVE OFFICER

PURSUANTTO RULES 13A-14 AND 15D-14

OFTHE SECURITIES EXCHANGE ACT OF 1934

I, Jane Gottschalk, certify that:

1)	I<br> have reviewed this quarterly report on Form 10-Q of Perfect Moment Ltd.;
2)	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to<br> the period covered by this quarterly report;
3)	Based<br> on my knowledge, the financial statements and other financial information included in this report, fairly present in all material<br> respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in<br> this report;
4)	The<br> registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures<br> (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange<br> Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.	Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others<br> within those entities, particularly during the period in which this report is being prepared.
---	---
b.	Designed<br> such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our<br> supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements<br> for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about<br> the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br> and
d.	Disclosed<br> in this quarterly report any changes in the registrant’s internal control over financial reporting that occurred during the<br> registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s<br> internal control over financial reporting; and
5)	The<br> registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial<br> reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing<br> the equivalent functions):
---	---
a.	All<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and
---	---
b.	Any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting.
February<br> 12, 2026
---	---
	/s/ Jane Gottschalk
	Jane<br> Gottschalk
	President
	(Principal<br> Executive Officer)

---

Exhibit31.2

CERTIFICATIONSOF CHIEF FINANCIAL OFFICER

PURSUANTTO RULES 13A-14 AND 15D-14

OFTHE SECURITIES EXCHANGE ACT OF 1934

I, Chath Weerasinghe, certify that:

1)	I<br> have reviewed this quarterly report on Form 10-Q of Perfect Moment Ltd.;
2)	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to<br> the period covered by this quarterly report;
3)	Based<br> on my knowledge, the financial statements and other financial information included in this report, fairly present in all material<br> respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in<br> this report;
4)	The<br> registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures<br> (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange<br> Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.	Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others<br> within those entities, particularly during the period in which this report is being prepared.
---	---
b.	Designed<br> such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our<br> supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements<br> for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about<br> the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br> and
d.	Disclosed<br> in this quarterly report any changes in the registrant’s internal control over financial reporting that occurred during the<br> registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s<br> internal control over financial reporting; and
5)	The<br> registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial<br> reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing<br> the equivalent functions):
---	---
a.	All<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and
---	---
b.	Any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting.
February<br> 12, 2026
---	---
	/s/ Chath Weerasinghe
	Chath<br> Weerasinghe
	Chief<br> Financial Officer and Chief Operating Officer
	(Principal<br> Financial and Accounting Officer)

---

Exhibit32.1

CERTIFICATIONPURSUANT TO

18U.S.C. SECTION 1350,

ASADOPTED PURSUANT TO

SECTION906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Perfect Moment Ltd. (“Company”) on Form 10-Q for the quarter ending December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (“Report”), the undersigned, in the capacity and on the date indicated below, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the knowledge of the undersigned:

1.	The<br> Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The<br> information contained in the Report fairly presents, in all material respects, the financial condition and results of operations<br> of the Company.
February<br> 12, 2026
---	---
	/s/ Jane Gottschalk
	Jane<br> Gottschalk
	President
	(Principal<br> Executive Officer)

Exhibit32.2

CERTIFICATIONPURSUANT TO

18U.S.C. SECTION 1350,

ASADOPTED PURSUANT TO

SECTION906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Perfect Moment Ltd. (“Company”) on Form 10-Q for the quarter ending December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (“Report”), the undersigned, in the capacity and on the date indicated below, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the knowledge of the undersigned:

1.	The<br> Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The<br> information contained in the Report fairly presents, in all material respects, the financial condition and results of operations<br> of the Company.
February<br> 12, 2026
---	---
	/s/ Chath Weerasinghe
	Chath<br> Weerasinghe
	Chief<br> Financial Officer and Chief Operating Officer
	(Principal<br> Financial and Accounting Officer)