Material Agreement (Form 8-K)

Item 1.01Entry into a Material Definitive Agreement.

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

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

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

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