Form 8-K - Groowe Newsroom

8-K — Perfect Moment Ltd.

Accession: 0001493152-26-013556

Filed: 2026-03-30

Period: 2026-03-30

CIK: 0001849221

SIC: 2300 (APPAREL & OTHER FINISHED PRODS OF FABRICS & SIMILAR MATERIAL)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Unregistered Sales of Equity Securities

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-4.1 (ex4-1.htm)

EX-4.2 (ex4-2.htm)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

EX-10.3 (ex10-3.htm)

EX-10.4 (ex10-4.htm)

EX-10.5 (ex10-5.htm)

EX-10.6 (ex10-6.htm)

EX-10.7 (ex10-7.htm)

EX-99.1 (ex99-1.htm)

GRAPHIC (ex10-5_001.jpg)

GRAPHIC (ex10-5_002.jpg)

GRAPHIC (ex10-5_003.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

0001849221

2026-03-30

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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): March 30, 2026

PERFECT

MOMENT LTD.

(Exact

name of registrant as specified in its charter)

Delaware

001-41930

86-1437114

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

244

5th Ave Ste 1219

New

York, 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

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

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

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.0001 per share

PMNT

NYSE

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 ☒

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. ☐

Item

1.01 Entry into a Material Definitive Agreement.

The

Loan Agreement

The

Loan.

March 30, 2026, Perfect Moment Ltd. (the “Company” or the “Borrower”) entered into a loan agreement (the “Loan”)

with X3 Higher Moment Fund LLC as agent for X3 Higher Moment Fund LLC (“X3”) and Krane Capital, LLC (“Krane Capital”

and together with X3 the “Lenders”) from time to time party thereto (in such capacity, the “Agent”) in an aggregate

principal amount of $10,000,000. The Loan shall be irrevocably and unconditionally guaranteed (the “Guaranty”) on a joint

and several basis by the material subsidiaries of the Borrower, consisting of on the date hereof:

i. Perfect

Moment (UK) Limited, a United Kingdom corporation (“PMUK”);

ii. Perfect

Moment Asia Limited, a Hong Kong corporation (“PMA”);

iii. Perfect

Moment International AG (“PMI”); and

iv. Perfect

Moment USA Inc., a Delaware corporation (“PMUSA” and, collectively, the “Guarantors”).

The

Lenders will be entitled to assign all or a portion of its exposure under the Loan or to sell participations therein pursuant to customary

conditions in the Loan.

Term

of the Loan.

The

Loan shall terminate, and all amounts outstanding thereunder shall be due and payable in full, twenty-four (24) months from the Closing

Date (the “Maturity Date”).

Interest.

Interest

shall be calculated on the daily outstandings of the Loan from the Closing Date at a fixed rate of 12.0% per annum, computed on the basis

of a 360-day year for the actual number of days elapsed, payable monthly in cash in arrears. If any Event of Default has occurred and

is continuing, then the otherwise applicable Interest Rate shall be increased by 5.0% per annum.

Security.

The

Loan shall be secured by a first priority, perfected lien on and security interest in all or substantially all of the existing and future

assets of the Borrower and the Guarantors, subject to the customary exceptions and exclusions for a facility of this type. This security

for the Loan is memorialized in a Security Agreement and a Pledge Agreement.

The

Use of Proceeds.

The

proceeds of the Loan shall be used to fund the repayment of the $3,389,960.00 promissory note between Max Gottschalk and the Borrower dated August 8, 2025, as amended, to

fund the repayment of the $1,700,000.00 promissory note between Max Gottschalk and Jane Gottschalk and the Borrower dated August 18,

2025, as amended, and on an on-going basis to fund working capital expenditures relating to the operations of the Borrower’s ordinary

business activities.

Commitment

Fee.

Commencing

on the Closing Date, a commitment fee of 1.50% per annum shall be payable on the daily unused portions of the Loan, payable monthly in

cash in arrears.

Mandatory

Prepayments.

The

Loan shall contain mandatory prepayments customary for transactions of this type, including in connection with incurrences of indebtedness

not permitted in the agreement or asset sales, subject to customary exceptions and limitations.

Conditions

to All Credit Extensions.

Each

credit extension under the Loan (including the initial funding thereunder) will be subject to conditions customary for transactions of

this type, including, without limitation, accuracy of all representations and warranties; absence of any default or event of default;

absence of any event that could reasonably be expected to have a material adverse effect; absence of a cash sweep event; no key person

event has occurred and is continuing; and receipt of such other documents, certificates or information as the Lender shall have reasonably

requested.

Representations

and Warranties.

Customary

for transactions of this type and for a borrower of the Borrower’s size and credit quality, including without limitation, representations

and warranties as to status and due organization, good standing, power and authority; due authorization, execution, delivery and enforceability;

governmental and third party consents and approvals; no violation of law, regulation, judgments, organizational documents or agreements,

no incurrence of additional indebtedness, and no creation of liens; accuracy of financial statements and no material adverse change;

no litigation; environmental matters; compliance with laws and material agreements; not an investment company or subject to regulation

restricting the transactions; tax matters; margin regulations; use of proceeds; center of main interests and establishments; ERISA; DAC6;

Pensions Act 2004; ownership of assets; insurance; intellectual property; accuracy of disclosure; absence of labor disputes; identification

of subsidiaries; solvency; deposit accounts; collateral matters; material agreements; Patriot Act and sanctions compliance.

Covenants.

Customary

for transactions of this type and for a borrower of the Borrower’s size and credit quality (with customary qualifications and mutually

agreeable exceptions to negative covenants), including typical negative covenants restricting investments, additional debt and liens,

restricted payments and sales of assets, and typical affirmative covenants including compliance with laws, financial and informational

reporting requirements.

Events

of Default.

Customary

for transactions of this type and for a borrower of the Borrower’s size and credit quality (with customary notice and cure periods),

including, without limitation, the following: payment default; breach of representations in any material respect; breach of covenants;

cross-default to material indebtedness; bankruptcy; ERISA; material judgments; change in control; termination or invalidity of guaranty,

or security documents; and defaults under other loan documents; any defaults under material contracts; change in ownership of the Borrower

or any Guarantor; criminal indictments; or material adverse effects.

The

X3 Warrants.

connection with the Loan, the Company will issue to X3 warrants (the “X3 Warrants”) to purchase 1,864,753 shares of the Company’s

common stock, par value $0.0001 per share (the “Common Stock”), at an exercise price of $0.46822 per share. The X3 Warrants

shall expire at 5:00 p.m., Eastern time, on August 27, 2028. The X3 Warrants will be issued to X3 on or before May 8, 2026.

The

foregoing descriptions of the Senior Secured Revolving Loan, the Guaranty, the Security Agreement, the Intellectual Property Security

Agreement, the Pledge Agreement and the X3 Warrant do not purport to be complete and are qualified in their entirety by reference to

the full text of the Senior Secured Revolving Loan, the Guaranty, the Security Agreement, the Pledge Agreement and the form of the X3

Warrant filed as Exhibit 10.1, 10.2, 10.3, 10.4, 10.5 and Exhibit 4.1, hereto and incorporated by reference herein.

The

New Equity Investment

March 30, 2026, the Company entered into a Securities Purchase Agreement (the “SPA”) with Krane Capital to issue and sell

(i) 6,060,606 shares (the “Shares”) of Common Stock and (ii) warrants (the “Krane Warrants”) to purchase up to

8,276,944 shares of Common Stock, at an exercise price of $0.40 per share. The Krane Warrants shall expire at 5:00 p.m., Eastern time,

on August 27, 2028. The purchase price of the Shares is $0.33 per share. The SPA contains customary representations, warranties and agreements

of the Company, customary conditions to closing and obligations of the parties. The Shares and the Krane Warrants will be issued to Krane

Capital on or before May 8, 2026.

The

Shares, the X3 Warrants and the Krane Warrants will be issued upon the closing of the SPA and will be 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.

connection the above, the Company, X3 and Krane Capital entered into a Registration Rights Agreement pursuant to which the Company agreed

to register the Shares, the shares of Common Stock underlying the X3 Warrants and shares of Common Stock underlying the Krane Warrants.

The

foregoing descriptions of the SPA, Registration Rights Agreement, and the Krane Warrants do not purport to be complete and are qualified

in their entirety by reference to the full text of the Agreement, Registration Rights Agreement, and form of the Krane Warrants filed

as Exhibit 10.6, Exhibit 10.7 and Exhibit 4.2, respectively, hereto and incorporated by reference herein.

Item

2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The

disclosures regarding the Senior Secured Revolving Loan, the Guaranty, the Security Agreement, the Pledge Agreement and the X3 Warrant

set forth under Item 101 of this report is incorporated herein by reference under this Item 2.03.

Item 3.02.

Unregistered Sales of Equity Securities.

The

disclosure regarding the X3 Warrants to be issued to X3 pursuant to the Loan and the Shares and Krane Warrants to be issued to Krane

Capital pursuant to the SPA as set forth under Item 1.01 of this report is incorporated herein by reference under this Item 3.02.

Item

7.01 Regulation FD Disclosure

March 30, 2026, the Company issued a press release announcing the entry into the Loan and the entry into the SPA and Registration Rights

Agreement as disclosed in Item 1.01 above. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The

information disclosed under this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes

of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or deemed incorporated by reference

in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference

in such a filing.

Item

9.01 Financial Statements and Exhibits

Exhibits

Exhibit

No.

Description

4.1

Form of X3 Warrant

4.2

Form of Krane Warrant

10.1

Loan Agreement, dated March 30, 2026 by and between Perfect Moment Ltd. and X3 Higher Moment Fund LLC

10.2

Guaranty

10.3

Security Agreement, dated March 30, 2026 by and between Perfect Moment Ltd. and X3 Higher Moment Fund LLC

10.4

Pledge Agreement, dated March 30, 2026 by and between Perfect Moment Ltd. and X3 Higher Moment Fund LLC

10.5

Intellectual Property Security Agreement, dated March 30, 2026 by and between Perfect Moment (UK) Limited and X3 Higher Moment Fund LLC

10.6

Securities Purchase Agreement dated March 30, 2026 by and between Perfect Moment Ltd. and X3 Higher Moment Fund LLC

10.7

Form of Registration Rights Agreement by and between Perfect Moment Ltd., X3 Higher Moment Fund LLC and Krane Capital Management LLC

99.1

Press Release dated March 30, 2026

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

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.

Date:

March 30, 2026

PERFECT

MOMENT LTD.

By:

/s/

Jane Gottschalk

Jane

Gottschalk

President

EX-4.1

Filename: ex4-1.htm · Sequence: 2

Exhibit

4.1

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.

COMMON

STOCK PURCHASE WARRANT

For

the Purchase of 1,864,753 Shares of Common Stock

PERFECT

MOMENT LTD.

1. Purchase

Warrant. THIS CERTIFIES THAT, in consideration of consideration duly paid by or on behalf of X3 Higher Moment Fund LLC

(“Holder”), as registered owner of this Common Stock Purchase Warrant (this “Purchase Warrant”

or the “Warrants), to Perfect Moment, Ltd., a Delaware corporation (the “Company”), Holder is

entitled, at any time or from time to time from [_____ __], 2026 (the “Commencement Date”), 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 1,864,753 shares (the “Shares”) of common stock of the Company, par value

$0.0001 per share (the “Common Stock”), 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.

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, a number of Shares determined in accordance

with the following formula:

Y(A-B)

Where,

The

number of Shares to be issued to Holder;

The

number of Shares for which the Purchase Warrant is being exercised;

The

fair market value of one Share; and

The

Exercise Price.

For

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

(i)

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 to the Company in connection with the exercise of the Purchase Warrant;

(ii)

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 to 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 Warrant, and a Holder shall

not have the right to exercise any portion of this 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 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 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 Warrant

is exercisable (in relation to other securities owned by the Holder together with any Attribution Parties) and of which portion of this

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 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 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 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 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, provided that the Beneficial Ownership Limitation in no event exceeds 19.99% of the number of shares

of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant

held by the Holder 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. Notwithstanding anything herein to the contrary,

the provisions of this paragraph shall not be amended (the “Amendment Prohibition”) unless the stockholders of the

Company approve a resolution to eliminate the Amendment Prohibition. The limitations contained in this paragraph shall apply to a successor

holder of this 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.

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 trading days within a 15 trading-day period (the “Measurement

Period”).

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 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 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 Exercise Price and (iv) the procedures Holder must follow to exercise its 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 Exercise Price in cash, the applicable Shares issuable in connection

with Warrants exercised on the Mandatory Exercise Date. On the Mandatory Exercise Date, the Beneficial Ownership Limitation will be automatically

increased to 19.9%.

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 Exercise Price in cash within 30 days following the Mandatory Exercise Date, then the Company

may effect a cashless exercise of the applicable Warrants pursuant to Section 2.2. For the avoidance of doubt, in no event shall the

Company redeem, cancel or otherwise extinguish the Warrants for nominal or de minimis consideration, and any cashless exercise shall

be calculated in accordance with the terms set forth in Section 2.2.

Covenants.

5.1

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.

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.

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.

Price Protection. In the event that the Company issues any shares of Common Stock or securities convertible into or exercisable

for Common Stock at a price per share less than the then existing Exercise Price (other than pursuant to an Excluded Issuance), the Exercise

Price of the Purchase Warrants shall be adjusted to equal: (1) the sum of (a) (i) the number of Shares underlying the Purchase Warrants

times (ii) the then existing Exercise Price plus (b) (i) the number of Shares issued in such transaction times (ii)

the price per Share in such transaction divided by (2) the sum of (a) the number of Shares underlying the Purchase Warrants plus

(b) the number of Shares issued in such transaction.

7.1.5.

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.

7.2.

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.

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.

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 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:

to the Holder:

Higher Moment Fund LLC

c/o X Cubed Capital

Management, LLC

3033 Excelsior Boulevard,

Suite 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

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:

Loeb

& Loeb LLP

345

Park Avenue

New

York, New York 10154

Attn:

Mitchell S. Nussbaum, Esq.

E-mail:

mnussbaum@loeb.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. In the event of

any conflict or inconsistency between this Purchase Warrant and the Loan Agreement, dated March 30, 2026, between the Company, X3 Higher

Moment Fund LLC, as administrative agent, certain guarantors, and the lenders from time to time party thereto (the “Loan Agreement”),

the Loan Agreement will control.

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 (“Exchange

Agreement”) 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.

[Signature

Page Follows]

WITNESS WHEREOF, the Company has caused this Purchase Warrant to be signed by its duly authorized officer as of the [__]

day of [___], 2026.

Very truly yours,

PERFECT MOMENT

LTD.

By:

Name:

Jane Gottschalk

Title:

President

[Signature

page for X3 Higher Moment Fund LLC Purchase Warrant]

[Form

to 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:

Y(A-B)

Where,

The

number of Shares to be issued to Holder;

The

number of Shares for which the Purchase Warrant is being exercised;

The

fair market value of one Share which is equal to $[●]; and

The

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 in good faith between the Company and the Holder, and if not resolved within five Business

Days, by an independent nationally recognized accounting firm mutually selected by the parties, whose determination shall be final and

binding.

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

Guaranteed

INSTRUCTIONS

FOR REGISTRATION OF SECURITIES

Name:

(Print

in Block Letters)

Address:

[Form

to 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

Guaranteed

EX-4.2

Filename: ex4-2.htm · Sequence: 3

Exhibit

4.2

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.

COMMON

STOCK PURCHASE WARRANT

For

the Purchase of 8,276,944 Shares of Common Stock

PERFECT

MOMENT, LTD.

Purchase Warrant. THIS CERTIFIES THAT, in consideration of consideration duly paid by or on behalf of Krane Capital LLC (“Holder”),

as registered owner of this Common Stock Purchase Warrant, to Perfect Moment, Ltd., a Delaware corporation (the “Company”),

Holder is entitled, at any time or from time to time from [_____ __], 2026 (the “Commencement Date”), 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 8,276,944 shares (the “Shares”) of common stock of the Company, par value

$0.0001 per share (the “Common Stock”), 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 $0.40 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 between the Holder and the Company, dated March 30, 2026.