8-K

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 21, 2025

PERFECT

MOMENT LTD.

(Exact name of registrant as specified in its charter)

2445th Ave Ste 1219

NewYork, NY 10001

(Address of principal executive offices, with zip code)

315-615-6156

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging 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. ☐

Item1.01Entry into a Material Definitive Agreement.

As previously reported on Form 8-K filed on June 30, 2025, Perfect Moment Ltd. (the “Company”) entered into an Underwriting Agreement with ThinkEquity LLC, as representative to the underwriters (the “Representative”), to issue and sell 10,000,000 shares of common stock, $0.0001 par value per share of the Company (the “Common Stock”), and representative warrants to purchase shares of Common Stock equal to 5% of the aggregate number of shares of Common Stock being offered (“Representative Warrants”).

On July 21, 2025, the Representative partially exercised the over-allotment option for an additional 313,128 shares of Common Stock, generating net proceeds of approximately $87,363, after deducting underwriting discounts and commissions and offering expenses payable by the Company, which closed on July 21, 2025 (“Partial Over-Allotment”). The Company additionally issued, to the Representative, Representative’s Warrant to purchase up to 15,656 shares of Common Stock at an exercise price of $0.375 per share.

The Company intends to use the net proceeds from the Partial Over-Allotment for general corporate purposes and working capital.

The description of the Representative’s Warrant is qualified in its entirety by reference to the full text of the final, executed Representative’s Warrant, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item9.01 Financial Statements and Exhibits

Exhibits

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 hereunto duly authorized.