Sec Form 4 Filing - Gottschalk Jane @ Perfect Moment Ltd. - 2024-02-12

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Gottschalk Jane 2. Issuer Name and Ticker or Trading Symbol Perfect Moment Ltd. [ PMNT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Creative Officer (Last) (First) (Middle) 307 CANALOT STUDIOS,, 222 KENSAL ROAD 3. Date of Earliest Transaction (MM/DD/YY) 02/12/2024 (Street) LONDON, X0W10 5BN 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/12/2024 C 2,624,341 A 3,650,957 I By Spouse indirectly through Fermain Limited Common Stock 02/12/2024 C 19,646 A 3,670,603 I By Spouse indirectly through Joachim Gottschalk & Associates Ltd. Common Stock 02/12/2024 C 51,513 A 3,722,116 I By Spouse indirectly through Joachim Gottschalk & Associates Ltd. Common Stock 02/12/2024 P 16,600 ( 3 ) A $ 6 3,738,716 D Common Stock 02/12/2024 P 16,600 ( 3 ) A $ 6 3,755,316 I By Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series A Convertible Preferred Stock ( 1 ) 02/12/2024 C 2,624,341 ( 1 ) ( 1 ) Common Stock 2,624,341 $ 0 0 I By Spouse indirectly through Fermain Limited Series A Convertible Preferred Stock ( 1 ) 02/12/2024 C 19,646 ( 1 ) ( 1 ) Common Stock 19,646 $ 0 0 I By Spouse indirectly through Joachim Gottschalk & Associates Ltd. 8% Senior Subordinated Secured Convertible Promissory Note $ 4.8 ( 2 ) 02/12/2024 C ( 2 ) ( 2 ) Common Stock 51,513 $ 0 0 I By Spouse indirectly through Joachim Gottschalk & Associates Ltd.

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gottschalk Jane 307 CANALOT STUDIOS, 222 KENSAL ROAD LONDON, X0W10 5BN X X Chief Creative Officer Signatures /s/ Jane Gottschalk 02/14/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Series A Convertible Preferred Stock automatically converted into Perfect Moment Ltd. common stock (the "Common Stock") on a 1-for-1 basis upon the closing of Perfect Moment Ltd.'s initial public offering ("IPO") on February 12, 2024. ( 2 )The 8% Senior Subordinated Secured Convertible Promissory Note (the "Note") automatically converted into Common Stock upon the closing of the IPO into a number of shares of Common Stock equal to the quotient obtained by dividing (i) the principal amount, plus accrued and unpaid interest, owing under such Note through February 12, 2024 ($247,264.16) by (ii) $4.80 (80% of the IPO price per share of Common Stock). ( 3 )Represents shares of Common Stock purchased in the IPO.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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