8-K - PMNT - Equibles

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): January 14, 2026

PERFECT

MOMENT LTD.

(Exact name of registrant as specified in its charter)

Delaware	001-41930	86-1437114
(State<br> or other jurisdiction<br><br> <br>of<br> incorporation)	(Commission<br><br> <br>File<br> Number)	(IRS<br> Employer<br><br> <br>Identification<br> No.)

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.):

☐	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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<br> Stock, par value $0.0001 per share	PMNT	NYSE<br> American LLC

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. ☐

Item1.01 Entry into a Material Definitive Agreement.

As previously reported, on August 27, 2025, Perfect Moment Ltd. (the “Company”) entered into a Securities Purchase Agreement (the “Agreement”) with X3 Higher Moment Fund LLC (the “X3”) to issue and sell (i) 3,172,858 shares (the “Shares”) of common stock, $0.0001 par value per share of the Company (the “Common Stock”) and (ii) a warrant (the “Warrant 1”) to purchase up to 3,204,908 shares of Common Stock (“Warrant 1 Shares”, and together with the Shares, the “Securities”). The Securities were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) provided in Section 4(a)(2) of the Securities Act.

Warrant 1 contains a beneficial ownership limitation, which provides that the total number of Warrant 1 Shares issuable upon exercise of Warrant 1 may not exceed 9.99% of the Company’s issued and outstanding Common Stock (the “X3 Beneficial Ownership Limitation”). However, upon at least 61 days’ notice to the Company, X3 may increase or decrease such X3 Beneficial Ownership Limitation, not to exceed 19.99% of our issued and outstanding Common Stock (the “X3 Exchange Cap”), provided that such X3 Exchange Cap will not apply if we obtain stockholder approval to issue the shares of Common Stock in excess of such X3 Exchange Cap.

On January 14, 2026, at the Company’s Annual Meeting of Stockholders (the “Annual Meeting”), the Company obtained the required stockholder approval, as further described in Item 5.07 of this Current Report on Form 8-K.

As such, Warrant 1 has been amended and restated to provide for: (i) preemptive rights of X3 to participate in future financings by the Company, pro rata, except in connection with certain excluded issuances; (ii) the right of X3 to match any proposal to provide equity or debt financing to the Company so long as X3 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 issuances (the foregoing, collectively, the “Amended Warrant 1”). Additionally, the Company issued to X3 an additional warrant (“Warrant 2”, together with Amended Warrant 1, the “New Warrants”) to purchase up to an amount of shares of Common Stock (“Warrant 2 Shares”, together with the Warrant 1 Shares, the “Warrant Shares”) equal to the difference between (i) 19.99% of the number of shares of Common Stock of the Company outstanding as of the closing date of the conversion of the 12.00% Series AA Convertible Preferred Stock of the Company (“Series AA Preferred”) and (ii) the Securities.

The foregoing descriptions of the Amended Warrant 1 and Warrant 2 do not purport to be complete and are qualified in their entirety by reference to the full text of the Amended Warrant 1 and Warrant 2 filed as Exhibit 4.1 and Exhibit 4.2, respectively, hereto and incorporated by reference herein.

Item 3.02.Unregistered Sales of Equity Securities.

WarrantShares

The information contained in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02. The New Warrants and Warrant Shares are being offered and sold by the Company in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) provided in Section 4(a)(2) of the Securities Act.

AutomaticConversion of Series AA Convertible Preferred Stock

As of January 15, 2026, the Company issued an aggregate of 11,458,306 shares of Common Stock (the “Series AA Converted Shares”) to the holders (“Holders”) of Series AA Preferred. The Series AA Converted Shares were issued pursuant to the automatic conversion of 924,921 shares of Series AA Preferred, which constituted all issued and outstanding shares of Series AA Preferred.

The Series AA Preferred was originally issued to the Holders pursuant to a Securities Purchase Agreement, dated March 28, 2025, between the Company and the Holders.

At the Annual Meeting, the Company’s stockholders approved a certificate of amendment (the “Certificate of Amendment”) to the Company’s Certificate of Designations, Preferences, Limitations, Restrictions and Relative Rights of 12.00% Series AA Convertible Preferred Stock of the Company (the “Series AA COD”), to provide for the automatic conversion of the Series AA Preferred, effective as of 5:00pm E.T. on January 14, 2026.

The 11,458,306 shares of Common Stock were issued to the Holders without registration under the Securities Act, in reliance on the exemption provided by Section 4(a)(2) of the Securities Act and pursuant to Rule 144 thereunder.

Item5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As described in Item 5.07 of this Current Report on Form 8-K, on January 14, 2026, the Company held its Annual Meeting, at which, among other matters of business acted upon, the Company’s stockholders approved the Certificate of Amendment to the Series AA COD (the “Certificate of Amendment”), to amend the definition of “Conversion Price” to be equal to $0.46822, and to provide for the automatic conversion of the Series AA Preferred, effective as of 5:00pm E.T. on January 14, 2026.

Immediately following the Annual Meeting on January 14, 2026, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware.

The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item5.07 Submission of Matters to a Vote of Security Holders.

The Company held the Annual Meeting on January 14, 2026. For more information about the proposals set forth below, please see the Company’s definitive Proxy Statement filed with the Securities and Exchange Commission on November 26, 2025. As of the record date, November 21, 2026, there were 34,766,033 shares of Common Stock issued and outstanding and entitled to vote at the Annual Meeting. The votes on the proposals presented at the Annual Meeting are set forth below.

Proposal1: The votes to elect six directors to serve for a term ending as of the next annual meeting are as follows:

Director Nominee	For	Withold	Broker Non-Votes
Max Gottschalk	6,532,531	32,243	N/A
Jane Gottschalk	6,532,528	32,246	N/A
Andre Keijsers	5,625,805	938,969	N/A
Berndt Hauptkorn	6,532,980	31,794	N/A
Tim Nixdorff	6,533,680	31,094	N/A
Adam Z. Epstein	6,535,330	29,444	N/A

Proposal2: The votes to approve an amendment of the Company’s Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of the Company’s outstanding common stock at an exchange ratio between 1-for-5 to 1-for-20, inclusive, as determined by the Company’s Board of Directors are as follows:

Votes For	Votes Against	Abstentions	Broker Non-Votes
9,749,868	2,760,285	725	0

Proposal3: The votes to approve an amendment of the Company’s Amended and Restated Certificate of Incorporation, as amended, to increase the authorized number of shares of the Company’s Common Stock from 100,000,000 shares to 500,000,000 shares are as follows:

Votes For	Votes Against	Abstentions	Broker Non-Votes
6,819,912	404,780	1,000	5,285,186

Proposal4: The votes to approve, in accordance with NYSE American Company Guide Sections 713(a) and (b), the issuance of shares of our Common Stock upon the automatic conversion of our Series AA Convertible Preferred Stock, are as follows:

Votes For	Votes Against	Abstentions	Broker Non-Votes
1,572,947	277,072	4,714,755	5,946,104

Proposal5: The votes to approve, in accordance with NYSE American Company Guide Section 713(a), the potential issuance of shares of our Common Stock equal to 20% or more of the presently outstanding shares of our Common Stock pursuant to an equity line of credit are as follows:

Votes For	Votes Against	Abstentions	Broker Non-Votes
6,261,748	269,426	33,600	5,946,104

Proposal6: The votes to approve, in accordance with NYSE American Company Guide Sections 713(a) and (b), the potential issuance of shares of our Common Stock equal to 20% or more of the presently outstanding shares of our Common Stock in pursuant to a Securities Purchase Agreement and related warrants to X3 Higher Moment Fund LLC are as follows:

Votes For	Votes Against	Abstentions	Broker Non-Votes
6,282,857	203,258	78,659	5,946,104

Proposal7: The votes to ratify the appointment of Weinberg & Company, P.A. as our independent registered public accounting firm for the fiscal year ending March 31, 2026, are as follows:

Votes For	Votes Against	Abstentions	Broker Non-Votes
12,351,767	112,358	46,753	0

Proposal8: The votes to approve adjournment of the Annual Meeting, if necessary or appropriate, are as follows:

Votes For	Votes Against	Abstentions	Broker Non-Votes
9,605,606	2,857,393	47,878	1

Item9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit	Description
3.1	Certificate of Amendment of Certificate Designations, Preferences, Limitations, Restrictions and Relative Rights 12.00% Series AA Convertible Preferred Stock of Perfect Moment Ltd.
4.1	Amended Warrant 1
4.2	Warrant 2
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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

	PERFECT MOMENT LTD.
Date:<br> January 21, 2026	By:	/s/ Chath Weerasinghe
		Chath<br> Weerasinghe
		Chief<br> Financial Officer and Chief Operating Officer

Exhibit3.1

CERTIFICATEOF AMENDMENT

CERTIFICATEOF DESIGNATIONS, PREFERENCES, LIMITATIONS, RESTRICTIONS AND RELATIVE RIGHTS OF

12.00%SERIES AA CONVERTIBLE PREFERRED STOCK OF

PERFECTMOMENT LTD.

PERFECT MOMENT LTD., a corporation organized and existing under the laws of the State of Delaware (the “Company”), and acting pursuant to Section 151 of the General Corporation Law of the State of Delaware (the “DGCL”), and ARTICLE IV, Section B of the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), does hereby certify as follows for the purpose of amending and restating certain provisions of the Company’s Certificate of Designations, Preferences, Limitations, Restrictions and Relative Rights of 12.00% Series AA Convertible Preferred Stock (the “Series AA Certificate of Designation”), filed on March 28, 2025 with the Delaware Secretary of State, to adjust certain terms of the Company’s 12.00% Series AA Convertible Preferred Stock, par value $0.0001 per share (the “Series AA Preferred Stock”) and to add provisions for automatic conversion of the Series AA Preferred Stock by the Company:

1. The name of the corporation is Perfect Moment Ltd., a Delaware corporation (the “Corporation”).

2. The definition of “Conversion Price” in the Series AA Certificate of Designation is hereby amended and restated as follows:

“‘Conversion Price” shall initially be equal to $0.46822, subject to adjustment from time to time as set forth in Section 6.”

3. The heading of Section 6 of the Series AA Certificate of Designation is hereby amended and restated as follows:

“6. CONVERSION. The Holders and the Corporation shall have conversion rights as follows:”

4. The Series AA Certificate of Designation is hereby amended by adding the following Section 6.7.

“6.7 Automatic Conversion. Effective as of 5:00 p.m. Eastern time on January 14, 2026, each share of Series AA Preferred Stock then outstanding shall automatically convert into such number of fully paid and non-assessable shares of Common Stock as determined by dividing the Original Issue Price by the Conversion Price in effect at such time.”

5. This Certificate of Amendment was duly adopted by the board of directors of the Corporation by unanimous written consent and by the written consent of the holders of a majority of the outstanding shares of the Corporation’s Series AA Preferred Stock (the class of shares entitled to vote thereon) in accordance with the provisions of Sections 242 and 228 of the DGCL.

[Signaturepage follows.]

IN WITNESS WHEREOF, Perfect Moment Ltd. has caused this Certificate of Amendment to the Certificate of Designation to be executed by the undersigned as of this 14th day of January 2026.

PERFECT MOMENT LTD.
By:	/s/ Jane Gottschalk
Name:	Jane Gottschalk
Title:	President

Exhibit4.1

NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

AMENDEDAND RESTATED COMMON STOCK PURCHASE WARRANT

For the Purchase of 3,204,908 Shares of Common Stock

PERFECTMOMENT LTD.

Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf X3 Higher Moment Fund LLC (“Holder”), as registered owner of this Purchase Warrant (this “Purchase Warrant”), Perfect Moment, Ltd., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from August 27, 2025 (the “CommencementDate”), and at or before 5:00 p.m., Eastern time, on August 27, 2028 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 3,204,908 shares of common stock of the Company, par value $0.0001 per share (the “Shares”), subject to adjustment as provided in Section 7 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $0.46822 per Share; provided,however, that upon the occurrence of any of the events specified in Section 7 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as may be adjusted from time to time pursuant to the terms hereof. All capitalized terms used but not defined herein shall have the meanings ascribed to those in the Securities Purchase Agreement (as defined below). This Purchase Warrant amends and restates that certain Common Stock Purchase Warrant dated August 27, 2025 (the “Initial Purchase Warrant”) in its entirety.

2. Exercise.

2.1. Exercise Form. In order to exercise this Purchase Warrant, the exercise form attached hereto must be duly executed and completed and delivered to the Company, together with this Purchase Warrant and payment of the Exercise Price for the Shares being purchased payable in cash by wire transfer of immediately available funds to an account designated by the Company or by certified check or official bank check. If the subscription rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern time, on the Expiration Date, this Purchase Warrant shall become and be void without further force or effect, and all rights represented hereby shall cease and expire.

2.2. Cashless Exercise. If at the time of any exercise of this Purchase Warrant there is no effective registration statement registering, or no current prospectus available for, the resale of the Shares by the Holder, then in lieu of exercising this Purchase Warrant by payment of cash or check payable to the order of the Company pursuant to Section 2.1 above, Holder may elect to receive the number of Shares equal to the value of this Purchase Warrant (or the portion thereof being exercised), by surrender of this Purchase Warrant to the Company, together with the exercise form attached hereto, in which event the Company shall issue to Holder, Shares in accordance with the following formula:

X	=	Y(A-B)
		A
Where,
---	---	---	---
	X	=	The<br> number of Shares to be issued to Holder;
	Y	=	The<br> number of Shares for which the Purchase Warrant is being exercised;
	A	=	The<br> fair market value of one Share; and
	B	=	The<br> Exercise Price.

For purposes of this Section 2.2, the fair market value of a Share is defined as follows:

(i)	If<br> shares of the Company’s common stock are traded on a securities exchange, the value shall be deemed to be the closing price<br> on such exchange prior to the exercise form being submitted by the Company in connection with the exercise of the Purchase Warrant;<br> or
(ii)	if<br> shares of the Company’s common stock are actively traded over-the-counter, the value shall be deemed to be the closing bid<br> price prior to the exercise form being submitted by the Company in connection with the exercise of the Purchase Warrant; if there<br> is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Company’s<br> Board of Directors.
---	---

(i)

If shares of the Company’s common stock are traded on a securities exchange, the value shall be deemed to be the closing price on such exchange prior to the exercise form being submitted by the Company in connection with the exercise of the Purchase Warrant; or

(ii)

if shares of the Company’s common stock are actively traded over-the-counter, the value shall be deemed to be the closing bid price prior to the exercise form being submitted by the Company in connection with the exercise of the Purchase Warrant; if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Company’s Board of Directors.

---

2.3. Notwithstanding anything provided herein to the contrary, the Company shall not effect any exercise of this Purchase Warrant, and a Holder shall not have the right to exercise any portion of this Purchase Warrant, to the extent that after giving effect to such issuance after exercise, the Holder (together with the Holder’s affiliates, and any other persons or entities acting as a group together with the Holder or any of the Holder’s affiliates (such persons or entities, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of this Purchase Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Purchase Warrant beneficially owned by the Holder or any of its Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of Company (including for purposes of this paragraph, without limitation, any convertible notes, convertible stock, warrants, convertible loans or similar instruments) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Attribution Parties. Except as set forth in the preceding sentence, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2.3 applies, the determination of whether this Purchase Warrant is exercisable (in relation to other securities owned by the Holder together with any Attribution Parties) and of which portion of this Purchase Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of the Exercise Form shall be deemed to be the Holder’s determination of whether this Purchase Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Purchase Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2.3, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) Company’s most recent periodic or annual report filed with the SEC, as the case may be, (B) a more recent public announcement by Company or (C) a more recent written notice by Company or Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, Company shall within one trading day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of Company, including this Purchase Warrant, by the Holder or its Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Purchase Warrant. Subject to Section 4, the Holder, upon notice to Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2.3 and the provisions of this Section 2.3 shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2.3 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Purchase Warrant.

2.4. Legend. Each certificate for the securities purchased under this Purchase Warrant shall bear a legend as follows unless such securities have been registered under the Securities Act of 1933, as amended (the “Securities Act”):

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE LAW. NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE LAW WHICH, IN THE OPINION OF COUNSEL TO THE COMPANY, IS AVAILABLE.”

3. Transfer. If at any time after the Commencement Date there is no effective registration statement registering, or no current prospectus available for, the resale of the Shares by the Holder, the securities evidenced by this Purchase Warrant shall not be transferred unless and until: (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Securities Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Womble Bond Dickinson (US) LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the SEC and compliance with applicable state securities law has been established.

4. Option for Mandatory Exercise.

4.1 Option for Mandatory Exercise. Beginning on the second anniversary of the Commencement Date, the Company may require the Holder of the outstanding Warrants to exercise such Warrants in full, but not in part, at the option of the Company, upon notice to the Holder of the Warrants as described in Section 4.2 below; provided that, prior to and as of the Mandatory Exercise Date (as defined in Section 4.2) (a) the Reference Value (as defined herein) has exceeded the Per Share Purchase Price (subject to adjustment in compliance with Article 7 hereof) for at least one Measurement Period (as defined below); and (b) the Company has an effective registration statement, including any required prospectus or prospectus supplement, registering the resale by the Holder of both the Warrants and the Shares issuable upon exercise of the Warrants. As used in this Agreement, “Reference Value” shall mean the closing price of the Shares as reported on the NYSE American during any five (5) trading days within a fifteen (15) trading-day period (the “MeasurementPeriod”).

4.2 Date for and Notice of Mandatory Exercise. In the event that the Company elects to mandate the exercise of the Warrants pursuant to Section 4.1, notice of mandatory exercise shall be sent in accordance with Section 8.4 by the Company not less than five (5) days after the occurrence of the event triggering the option for mandatory exercise referenced in Section 4.1.and the Company shall fix a date for the exercise of the Warrants (the “Mandatory Exercise Date”) which shall be no later than five (5) days after the date of such notice. Such notice shall include a form of Election to Purchase, and shall state (i) briefly, the events giving rise to such Mandatory Exercise (including the Reference Value, the Measurement Period and the manner in which the Reference Value was calculated), (ii) the Mandatory Exercise Date, (iii) the applicable Warrant Price and (iv) the procedures Holder must follow to exercise their Warrants. Any notice sent in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Holder received such notice. On and after the Mandatory Exercise Date, the record holder of the Warrants shall have no further rights except to receive, upon surrender of the Warrants and payment in full of the applicable Warrant Price in cash, the applicable Shares issuable in connection with Warrants exercised on the Mandatory Exercise Date.

4.3 Non-Payment Redemption. In the event that the Company elects to mandate the exercise of the Warrants pursuant to Section 4.1, and the Holder does not pay the applicable Warrant Price in cash within thirty (30) days following the Mandatory Exercise Date, then the Company may effect, in its discretion, either (i) a “cashless exercise” of the applicable Warrants to be calculated and executed utilizing such formulas and methods determined in the sole discretion of the Company, or (ii) a redemption and subsequent cancellation of the applicable Warrants, in exchange for $0.001 per Warrant.

5. Covenants.

5.1 Adverse Actions. The Holder shall have consent rights on transactions with any affiliate of the Company that would materially and adversely impact the rights of the Holder as set forth herein.

5.2 Right of First Refusal on Financing Transactions. If at any time after the date hereof and so long as the Holder holds at least 4.99% of the Common Stock Deemed Outstanding, the Company or any of its Subsidiaries (as defined below) proposes to engage in any Financing Transaction (as defined below), the Company shall provide the Holder with a right of first refusal (the “Right of First Refusal”) with respect to such Financing Transaction. The Company shall provide written notice (the “Financing Notice”) to the Holder at least ten (10) Business Days prior to the consummation of such Financing Transaction, which notice shall specify all material terms then available, including type of financing, principal amount or gross proceeds, maturity, interest rate or yield, fees, covenants, collateral (if any), convertibility or equity-linked features (if any), and key conditions to closing. The Holder shall notify the Company of its intention to exercise the Right of First Refusal on those material terms set forth in the Financing Notice within five (5) Business Days following receipt of the Financing Notice. If the Holder declines to so exercise the Right of First Refusal or fails to provide notice of its intention to so exercise within such five (5) Business Day period, the Company may proceed with such Financing Transaction with any other person(s) on terms no more favorable to such person(s) in the aggregate than those offered to the Holder without re-offer to the Holder; provided that any material change to the terms that is more favorable to such person(s), or any increase in size above 110% of the amount stated in the Financing Notice, shall require a renewed Financing Notice and a new Right of First Refusal period. Notwithstanding anything herein to the contrary, the rights of the Holder under this Section 5.2 shall not be transferable to any person, including any transferee of all or a portion of this Purchase Warrant, and shall not apply to any Excluded Issuances or Excluded Debt (as defined below).

5.3 Pre-emptive Rights on Financing Transactions. If at any time after the date hereof and so long as this Purchase Warrant remains outstanding, the Company or any of its Subsidiaries proposes to engage in any Financing Transaction and (a) the Holder has declined to or failed to timely elect to exercise the Right of First Refusal set forth in Section 5.2, then, subject to the terms of this Section 5.3, the Holder shall have the right to participate in such Financing Transaction, on the same economic terms (including price, fees, yield, original issue discount and covenants) as offered to other purchasers in such Financing Transaction, mutatis mutandis. The Holder may exercise such right by delivering a written notice (the “Participation Notice”) to the Company given within five (5) Business Days after delivery of the Financing Notice. If the Holder does not timely deliver a Participation Notice, the Holder shall not have any right to participate in the Financing Transaction described in the Financing Notice. Notwithstanding anything herein to the contrary, the rights of the Holder under this Section 5.3 shall not be transferable to any person, including any transferee of all or a portion of this Purchase Warrant, and this Section 5.3 shall not apply to any Excluded Issuances or Excluded Debt.

5.4 For purposes of this Agreement:

“BusinessDay” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such day.

“CommonStock Deemed Outstanding” means, at any given time, the sum of (a) the number of shares of Common Stock actually outstanding at such time, plus (b) the number of shares of Common Stock issuable upon exercise of any warrants or other rights or options to subscribe for or purchase Common Stock and conversion or exchange of any securities (directly or indirectly) convertible into or exchangeable for Common Stock, in each case actually outstanding at such time (treating as actually outstanding any such warrants, rights, options or other securities issuable upon exercise of other such securities actually outstanding at such time), in each case, regardless of whether such securities are actually exercisable, convertible or exchangeable at such time.

“CommonStock Equivalents” means any equity securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including any preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“DebtFinancing” means any incurrence, issuance, placement or sale of Indebtedness for borrowed money (including notes, bonds, term loans, convertible or exchangeable debt, preferred equity treated as debt under GAAP, mezzanine debt, unitranche, PIK instruments and any debt with equity-linked features, warrants, or conversion rights), whether secured or unsecured, whether in a single transaction or a series of related transactions.

“ELOCAgreement” means that certain Equity Purchase Agreement, dated October 7, 2025, entered into with Mast Hill Fund L.P., a Delaware limited partnership, as may be amended and/or restated from time to time.

“EquityFinancing Transaction” means any private issuance or sale, by the Company or any Subsidiary of shares of Common Stock or Common Stock Equivalents, including any securities convertible into, exchangeable for or exercisable to acquire Common Stock

“ExcludedDebt” means: (a) any revolving credit facility or line of credit with a commercial bank or institutional lender for working capital purposes entered in the ordinary course of business that is not convertible into, and is not issued with, equity or equity-linked securities; (b) purchase money indebtedness, equipment financings or capital lease obligations entered in the ordinary course; (c) letters of credit, bankers’ acceptances and similar instruments incurred in the ordinary course; (d) intercompany indebtedness among the Company and its Subsidiaries; (e) refinancings, renewals or replacements of any indebtedness described in clauses (a)–(d) that do not increase the principal amount (other than by amounts equal to accrued interest, fees and expenses) or add equity-linked features; and (f) trade payables and accruals incurred in the ordinary course.

“ExcludedIssuance” means any issuance of (a) shares of any equity securities (including warrants or other convertible securities) pursuant to an employee benefit plan or similar program, or any compensatory arrangement or agreement approved by the Board of Directors and shareholders of the Company, (b) shares of any equity securities issuable upon exercise of any warrants or upon conversion, exercise or redemption of other securities outstanding as of the date of the Initial Purchase Warrant which have been disclosed in the Company’s reports filed with the Securities and Exchange Commission pursuant to the Exchange Act, (c) shares of Common Stock or securities convertible into Common Stock, as applicable, issued by the Company upon exercise of the Warrant or pursuant to any of the other Transaction Agreements (as defined in the Purchase Agreement), (d) securities issued pursuant to acquisitions or strategic transactions, (e) securities issued upon the exercise or exchange of or conversion of any securities, and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock in each case issued and outstanding on the date of the Initial Purchase Warrant, provided that such securities have not been amended since the date of the Initial Purchase Warrant to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with share splits or combinations) or to extend the term of such securities, (f) shares of Common Stock issued or issuable pursuant to the Company’s ELOC Agreement and any shares of Common Stock sold under an At-The-Market facility..

“FinancingTransaction” means (i) any Equity Financing Transaction, and (ii) any Debt Financing, in each case other than an Excluded Issuance or Excluded Debt.

“Indebtedness” means, with respect to any person, without duplication: (i) all obligations for borrowed money (including principal, accrued interest, fees and premiums); (ii) all obligations evidenced by notes, bonds, debentures or similar instruments; (iii) reimbursement, payment or other obligations in respect of letters of credit, bankers’ acceptances and surety, appeal or performance bonds (in each case, to the extent drawn or, if not then drawn, to the extent such obligations are recorded as liabilities in accordance with GAAP); (iv) all obligations in respect of capitalized leases and purchase-money indebtedness; (v) all obligations for the deferred purchase price of property or services (including earn-outs and seller notes), other than trade payables incurred in the ordinary course of business that are not more than ninety (90) days past due; (vi) all obligations in respect of swaps, caps, floors, collars, forward contracts or other hedging or derivative agreements, in each case to the extent of the net termination or close-out amount, if any, that would be payable by such person thereunder upon termination (assuming termination on the date of determination); (vii) all obligations arising under any receivables financing (including securitizations or factoring) that are treated as indebtedness in accordance with GAAP; (viii) all preferred equity or other equity-linked securities to the extent classified as a liability or indebtedness in accordance with GAAP; (ix) all guarantees of any of the foregoing of any other person; and (x) all obligations secured by a lien on property or assets owned by such person (whether or not such obligations have been assumed by such person), limited to the lesser of the amount of such obligations and the fair market value of the property securing the same.

“PurchaseAgreement” means that certain Securities Purchase Agreement dated August 27, 2025, between the Company and the Holder, as amended from time to time.

“Subsidiary” means, with respect to any person, any corporation, partnership, limited liability company, association, trust, joint venture or other entity of which (i) more than fifty percent (50%) of the total voting power of shares of stock or other voting interests entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned, directly or indirectly, by such person or by one or more of its Subsidiaries, or (ii) such person, directly or indirectly, has the power to direct or cause the direction of the management and policies thereof, whether through the ownership of voting securities, by contract or otherwise. Unless the context otherwise requires, references to Subsidiaries are to Subsidiaries of the Company.

“TransactionDocuments” means the Purchase Agreement, all appendices, exhibits and schedules thereto and any other documents or agreements executed in connection with the transactions contemplated thereunder.

6. New Purchase Warrants to be Issued.

6.1. Partial Exercise or Transfer. Subject to the restrictions in Section 3 hereof, this Purchase Warrant may be exercised or assigned in whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase Warrant for cancellation, together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price and/or transfer tax if exercised pursuant to Section 2.1 hereto, the Company shall cause to be delivered to the Holder without charge a new Purchase Warrant of like tenor to this Purchase Warrant in the name of the Holder evidencing the right of the Holder to purchase the number of Shares purchasable hereunder as to which this Purchase Warrant has not been exercised or assigned.

6.2. Lost Certificate. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Purchase Warrant and of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and deliver a new Purchase Warrant of like tenor and date. Any such new Purchase Warrant executed and delivered as a result of such loss, theft, mutilation or destruction shall constitute a substitute contractual obligation on the part of the Company.

7. Adjustments.

7.1. Adjustments to Exercise Price and Number of Securities. The Exercise Price and the number of Shares issuable upon exercise of the Purchase Warrant shall be subject to adjustment from time to time as hereinafter set forth:

7.1.1. Share Dividends; Split Ups. If, after the date hereof, and subject to the provisions of Section 7.3 below, the number of outstanding Shares is increased by a stock dividend payable in Shares or by a split up of Shares or other similar event, then, on the effective day thereof, the number of Shares purchasable hereunder shall be increased in proportion to such increase in outstanding Shares, and the Exercise Price shall be proportionately decreased.

7.1.2. Aggregation of Shares. If, after the date hereof, and subject to the provisions of Section 7.3 below, the number of outstanding Shares is decreased by a consolidation, combination or reclassification of Shares or other similar event (including, without limitation, any reverse stock split), then, on the effective date thereof, the number of Shares purchasable hereunder shall be decreased in proportion to such decrease in outstanding Shares, and the Exercise Price shall be proportionately increased.

7.1.3. Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Shares other than a change covered by Section 7.1.1 or 7.1.2 hereof or that solely affects the par value of such Shares, or in the case of any share reconstruction or amalgamation or consolidation of the Company with or into another corporation (other than a consolidation or share reconstruction or amalgamation in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Shares), or in the case of any sale or conveyance to another corporation or entity of the property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holder of this Purchase Warrant shall have the right thereafter (until the expiration of the right of exercise of this Purchase Warrant) to receive upon the exercise hereof, for the same aggregate Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, share reconstruction or amalgamation, or consolidation, or upon a dissolution following any such sale or transfer, by a Holder of the number of Shares of the Company obtainable upon exercise of this Purchase Warrant immediately prior to such event; and if any reclassification also results in a change in Shares covered by Section 7.1.1 or 7.1.2, then such adjustment shall be made pursuant to Sections 7.1.1, 7.1.2 and this Section 7.1.3. The provisions of this Section 7.1.3 shall similarly apply to successive reclassifications, reorganizations, share reconstructions or amalgamations, or consolidations, sales or other transfers.

7.1.4. Changes in Form of Purchase Warrant. This form of Purchase Warrant need not be changed because of any change pursuant to this Section 7.1, and Purchase Warrants issued after such change may state the same Exercise Price and the same number of Shares as are stated in the Purchase Warrants initially issued pursuant to this Agreement. The acceptance by any Holder of the issuance of new Purchase Warrants reflecting a required or permissive change shall not be deemed to waive any rights to an adjustment occurring after the Commencement Date or the computation thereof.

7.1.5. Subsequent Equity Sales. If, after the date hereof, the Company sells or grants any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale, grant or any option to purchase or other disposition), any Common Stock or Common Stock Equivalents at an effective price per share that is lower than the then Exercise Price, then immediately upon such issuance or sale the Exercise Price in effect immediately prior to such issuance or sale (or deemed issuance or sale) shall be reduced to an Exercise Price equal to the quotient obtained by dividing: (A) the sum of (1) the product obtained by multiplying the Common Stock Deemed Outstanding immediately prior to such issuance or sale (or deemed issuance or sale) by the Exercise Price then in effect plus (2) the aggregate consideration, if any, received by the Company upon such issuance or sale (or deemed issuance or sale); by (B) the sum of (1) the Common Stock Deemed Outstanding immediately prior to such issuance or sale (or deemed issuance or sale) plus (2) the aggregate number of shares of Common Stock issued or sold (or deemed issued or sold) by the Company in such issuance or sale (or deemed issuance or sale). Notwithstanding the foregoing, no adjustment will be made under this Section 7.1.5 in respect of an Excluded Issuance.

7.2. Substitute Purchase Warrant. In case of any consolidation of the Company with, or share reconstruction or amalgamation or merger of the Company with or into, another corporation (other than a consolidation or share reconstruction or amalgamation which does not result in any reclassification or change of the outstanding Shares), the corporation formed by such consolidation or share reconstruction or amalgamation or merger shall execute and deliver to the Holder a supplemental Purchase Warrant providing that the holder of each Purchase Warrant then outstanding or to be outstanding shall have the right thereafter (until the stated expiration of such Purchase Warrant) to receive, upon exercise of such Purchase Warrant, the kind and amount of shares of stock and other securities and property receivable upon such consolidation or share reconstruction or amalgamation or merger, by a holder of the number of Shares for which such Purchase Warrant might have been exercised immediately prior to such consolidation, share reconstruction or amalgamation or merger, sale or transfer. Such supplemental Purchase Warrant shall provide for adjustments which shall be identical to the adjustments provided for in this Section 7. The above provision of this Section shall similarly apply to successive consolidations or share reconstructions or amalgamations or mergers.

7.3. Elimination of Fractional Interests. The Company shall not be required to issue certificates representing fractions of Shares upon the exercise of the Purchase Warrant, nor shall it be required to issue scrip or pay cash in lieu of any fractional interests, it being the intent of the parties that all fractional interests shall be eliminated by rounding any fraction up or down, as the case may be, to the nearest whole number of Shares or other securities, properties or rights.

8. Reservation and Listing. The Company shall at all times reserve and keep available out of its authorized Shares, solely for the purpose of issuance upon exercise of the Purchase Warrants, such number of Shares or other securities, properties or rights as shall be issuable upon the exercise thereof. The Company covenants and agrees that, upon exercise of the Purchase Warrants and payment of the Exercise Price therefor, in accordance with the terms hereby, all Shares and other securities issuable upon such exercise shall be duly and validly issued, fully paid and non-assessable and not subject to pre-emptive rights of any shareholder. The Company further covenants and agrees that upon exercise of the Purchase Warrants and payment of the exercise price therefor, all Shares and other securities issuable upon such exercise shall be duly and validly issued, fully paid and non-assessable and not subject to pre-emptive rights of any shareholder. As long as the Purchase Warrants shall be outstanding, the Company shall use its commercially reasonable efforts to cause all Shares issuable upon exercise of the Purchase Warrants to be listed (subject to official notice of issuance) on all national securities exchanges (or, if applicable, on the OTC Bulletin Board or any successor trading market) on which the Shares issued to the public in the Offering may then be listed and/or quoted.

9. Certain Notice Requirements.

9.1. Holder’s Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holder the right to vote or consent or to receive notice as a shareholder for the election of directors or any other matter, or as having any rights whatsoever as a shareholder of the Company. If, however, at any time prior to the expiration of the Purchase Warrants and their exercise, any of the events described in Section 9.2 shall occur, then, in one or more of said events, the Company shall give written notice of such event at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the shareholders entitled to such dividend, distribution, conversion or exchange of securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of the closing of the transfer books, as the case may be. Notwithstanding the foregoing, the Company shall deliver to each Holder a copy of each notice given to the other shareholders of the Company at the same time and in the same manner that such notice is given to the shareholders.

9.2. Events Requiring Notice. The Company shall be required to give the notice described in this Section 9 upon one or more of the following events: (i) if the Company shall take a record of the holders of its Shares for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company; (ii) the Company shall offer to all the holders of its Shares any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor; (iii) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or share reconstruction or amalgamation) or a sale of all or substantially all of its property, assets and business shall be proposed; or (iv) a transaction with any affiliate of the Company that would materially and adversely impact the rights of the Holder as set forth herein .

9.3. Notice of Change in Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price pursuant to Section 7 hereof, send notice to the Holder of such event and change (“Price Notice”). The Price Notice shall describe the event causing the change and the method of calculating same and shall be certified as being true and accurate by the Company’s Chief Financial Officer.

9.4. Transmittal of Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (i) one Business Day after the date of transmission, if such notice or communication is delivered via e-mail at the e-mail set forth below prior to 5:30 p.m. (New York City time) on a Business Day, with written confirmation of successful transmission; (ii) the next Business Day after the date of transmission, if such notice or communication is delivered via e-mail at the e-mail set forth below on a day that is not a Business Day or later than 5:30 p.m. (New York City time) on any Business Day; (iii) the second Business Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service; or (iv) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as follows:

If to the Holder:

X3 Higher Moment Fund LLC

c/o X Cubed Capital Management, LLC

3033 Excelsior Boulevard, Ste. 343

Minneapolis, MN 55416

Attention: Wendy Angeles, Chief Administrative Officer

E-mail: wendy@x3cmllc.com

with a copy (which shall not constitute notice) to:

Womble Bond Dickinson (US) LLP

2001 K Street, NW, Suite 400 South

Washington, DC 20006

Attention: Reid Avett, Esq.

E-Mail: Reid.Avett@wbd-us.com

If to the Company:

Perfect Moment Ltd.

244 5th Ave Ste 1219

New York, NY 10001

Attention: Max Gottschalk, Chairman

e-mail: max@perfectmoment.com

with a copy (which shall not constitute notice) to:

Manatt, Phelps & Phillips LLP

695 Town Center Drive, 14^th^ Floor

Cosa Mesa, CA 92626

Attention: Thomas J. Poletti, Esq.

e-mail: tpoletti@manatt.com

10. General.

10.1. Amendments. The Company and Holder may from time to time supplement or amend this Purchase Warrant without the approval of the Holder in order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions herein, or to make any other provisions in regard to matters or questions arising hereunder that the Company and Holder may deem necessary or desirable and that the Company and Holder deem shall not adversely affect the interest of the Holder. All other modifications or amendments shall require the written consent of and be signed by the party against whom enforcement of the modification or amendment is sought.

10.2. Headings. The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or interpretation of any of the terms or provisions of this Purchase Warrant.

10.3. Entire Agreement. This Purchase Warrant (together with the other agreements and documents being delivered pursuant to or in connection with this Purchase Warrant) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.

10.4. Binding Effect. This Purchase Warrant shall inure solely to the benefit of and shall be binding upon, the Holder and the Company and their permitted assignees, respective successors, legal representative and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Purchase Warrant or any provisions herein contained.

10.5. Governing Law; Submission to Jurisdiction. This Purchase Warrant shall be governed by and construed in accordance with the law of the State of New York. The Company hereby agrees that any action, proceeding or claim against it arising out of, or relating in any way to this Purchase Warrant shall be brought in the Supreme Court of the State of New York, sitting in the City and County of New York, or in the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 9 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim. The Company and the Holder agree that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

10.6. WAIVER OF TRIAL BY JURY. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its shareholders and affiliates) and the Holder hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

10.7. Waivers, etc. The failure of the Company or the Holder to at any time enforce any of the provisions of this Purchase Warrant shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Purchase Warrant or any provision hereof or the right of the Company or any Holder to thereafter enforce each and every provision of this Purchase Warrant. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Purchase Warrant shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.

10.8. Exchange Agreement. As a condition of the Holder’s receipt and acceptance of this Purchase Warrant, Holder agrees that, at any time prior to the complete exercise of this Purchase Warrant by Holder, if the Company and Holder enter into an agreement (“ExchangeAgreement”) pursuant to which they agree that all outstanding Purchase Warrants will be exchanged for securities or cash or a combination of both, then Holder shall agree to such exchange and become a party to the Exchange Agreement.

[SignaturePage Follows]

IN WITNESS WHEREOF, the Company has caused this Purchase Warrant to be signed by its duly authorized officer as of the 20th day of January, 2026.

Very<br> truly yours,
PERFECT MOMENT<br> LTD.
By:	/s/<br> Jane Gottschalk
Name:	Jane<br> Gottschalk
Title:	President

[Formto be used to exercise Purchase Warrant]

EXERCISE FORM

Date: __________, 20___

The undersigned hereby elects irrevocably to exercise the Purchase Warrant for [●] shares of common stock, par value $0.0001 per share (the “Shares”), of Perfect Moment Ltd., a Delaware corporation (the “Company”), and hereby makes payment of $[●] (at the exercise price of $[●] per Share) in payment of the Exercise Price pursuant thereto. Please issue the Shares as to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable, a new Purchase Warrant representing the number of Shares for which this Purchase Warrant has not been exercised.

The undersigned hereby elects irrevocably to convert its right to purchase [●] Shares of the Company under the Purchase Warrant for [●] Shares, as determined in accordance with the following formula:

X	=	Y(A-B)
		A
Where,
---	---	---	---
	X	=	The<br> number of Shares to be issued to Holder;
	Y	=	The<br> number of Shares for which the Purchase Warrant is being exercised;
	A	=	The<br> fair market value of one Share which is equal to $[●]; and
	B	=	The<br> Exercise Price which is equal to $[●] per share

The undersigned agrees and acknowledges that the calculation set forth above is subject to confirmation by the Company and any disagreement with respect to the calculation shall be resolved by the Company in its sole discretion.

Please issue the Shares as to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable, a new Purchase Warrant representing the number of Shares for which this Purchase Warrant has not been converted.

Signature ____________________________________

Signature Guaranteed _________________________________

INSTRUCTIONS FOR REGISTRATION OF SECURITIES

Name:
	(Print<br> in Block Letters)
Address:
---

[Formto be used to assign Purchase Warrant]

ASSIGNMENT

(To be executed by the registered Holder to effect a transfer of the within Purchase Warrant):

FOR VALUE RECEIVED, __________________ does hereby sell, assign and transfer unto the right to purchase [●] shares of common stock, par value $0.0001 per share, of Perfect Moment Ltd., a corporation incorporated under the law of the State of Delaware (the “Company”), evidenced by the Purchase Warrant and does hereby authorize the Company to transfer such right on the books of the Company.

Dated: __________, 20__

Signature
Signature<br> Guaranteed
---

Exhibit4.2

COMMONSTOCK PURCHASE WARRANT

For the Purchase of 2,862,480 Shares of Common Stock

PERFECTMOMENT LTD.

Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf X3 Higher Moment Fund LLC (“Holder”), as registered owner of this Purchase Warrant (this “Purchase Warrant”), Perfect Moment, Ltd., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from August 27, 2025 (the “CommencementDate”), and at or before 5:00 p.m., Eastern time, on August 27, 2028 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 2,862,480 shares of common stock of the Company, par value $0.0001 per share (the “Shares”), subject to adjustment as provided in Section 7 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $0.46822 per Share; provided, however, that upon the occurrence of any of the events specified in Section 7 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as may be adjusted from time to time pursuant to the terms hereof. All capitalized terms used but not defined herein shall have the meanings ascribed to those in the Securities Purchase Agreement (as defined below).

2. Exercise.

X	=	Y(A-B)
		A
Where,
---	---	---	---
	X	=	The<br> number of Shares to be issued to Holder;
	Y	=	The<br> number of Shares for which the Purchase Warrant is being exercised;
	A	=	The<br> fair market value of one Share; and
	B	=	The<br> Exercise Price.

For purposes of this Section 2.2, the fair market value of a Share is defined as follows:

(i)	If<br> shares of the Company’s common stock are traded on a securities exchange, the value shall be deemed to be the closing price<br> on such exchange prior to the exercise form being submitted by the Company in connection with the exercise of the Purchase Warrant;<br> or
(ii)	if<br> shares of the Company’s common stock are actively traded over-the-counter, the value shall be deemed to be the closing bid<br> price prior to the exercise form being submitted by the Company in connection with the exercise of the Purchase Warrant; if there<br> is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Company’s<br> Board of Directors.
---	---

(i)

(ii)

---

4. Option for Mandatory Exercise.

5. Covenants.

5.1 Adverse Actions. The Holder shall have consent rights on transactions with any affiliate of the Company that would materially and adversely impact the rights of the Holder as set forth herein.

5.4 For purposes of this Agreement:

“ExcludedIssuance” means any issuance of (a) shares of any equity securities (including warrants or other convertible securities) pursuant to an employee benefit plan or similar program, or any compensatory arrangement or agreement approved by the Board of Directors and shareholders of the Company, (b) shares of any equity securities issuable upon exercise of any warrants or upon conversion, exercise or redemption of other securities outstanding as of the date of this Purchase Warrant which have been disclosed in the Company’s reports filed with the Securities and Exchange Commission pursuant to the Exchange Act, (c) shares of Common Stock or securities convertible into Common Stock, as applicable, issued by the Company upon exercise of the Warrant or pursuant to any of the other Transaction Agreements (as defined in the Purchase Agreement), (d) securities issued pursuant to acquisitions or strategic transactions, (e) securities issued upon the exercise or exchange of or conversion of any securities, and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock in each case issued and outstanding on the date of this Purchase Warrant, provided that such securities have not been amended since the date of this Purchase Warrant to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with share splits or combinations) or to extend the term of such securities, (f) shares of Common Stock issued or issuable pursuant to the Company’s ELOC Agreement and any shares of Common Stock sold under an At-The-Market facility..

“FinancingTransaction” means (i) any Equity Financing Transaction, and (ii) any Debt Financing, in each case other than an Excluded Issuance or Excluded Debt.

“PurchaseAgreement” means that certain Securities Purchase Agreement dated August 27, 2025, between the Company and the Holder, as amended from time to time.

6. New Purchase Warrants to be Issued.

7. Adjustments.

9. Certain Notice Requirements.

If to the Holder:

X3 Higher Moment Fund LLC

c/o X Cubed Capital Management, LLC

3033 Excelsior Boulevard, Ste. 343

Minneapolis, MN 55416

Attention: Wendy Angeles, Chief Administrative Officer

E-mail: wendy@x3cmllc.com

with a copy (which shall not constitute notice) to:

Womble Bond Dickinson (US) LLP

2001 K Street, NW, Suite 400 South

Washington, DC 20006

Attention: Reid Avett, Esq.

E-Mail: Reid.Avett@wbd-us.com

If to the Company:

Perfect Moment Ltd.

244 5th Ave Ste 1219

New York, NY 10001

Attention: Max Gottschalk, Chairman

e-mail: max@perfectmoment.com

with a copy (which shall not constitute notice) to:

Manatt, Phelps & Phillips LLP

695 Town Center Drive, 14^th^ Floor

Cosa Mesa, CA 92626

Attention: Thomas J. Poletti, Esq.

e-mail: tpoletti@manatt.com

10. General.

[SignaturePage Follows]

IN WITNESS WHEREOF, the Company has caused this Purchase Warrant to be signed by its duly authorized officer as of the 20th day of January, 2026.

Very truly yours,
PERFECT MOMENT LTD.
By:	/s/ Jane<br> Gottschalk
Name:	Jane Gottschalk
Title:	President

[Formto be used to exercise Purchase Warrant]

EXERCISE FORM

Date: __________, 20___

X	=	Y(A-B)
		A
Where,
---	---	---	---
	X	=	The<br> number of Shares to be issued to Holder;
	Y	=	The<br> number of Shares for which the Purchase Warrant is being exercised;
	A	=	The<br> fair market value of one Share which is equal to $[●]; and
	B	=	The<br> Exercise Price which is equal to $[●] per share

Signature ____________________________________

Signature Guaranteed _________________________________

INSTRUCTIONS FOR REGISTRATION OF SECURITIES

Name:
	(Print<br> in Block Letters)
Address:
---

[Formto be used to assign Purchase Warrant]

ASSIGNMENT

(To be executed by the registered Holder to effect a transfer of the within Purchase Warrant):

Dated: __________, 20__

Signature
Signature<br> Guaranteed
---