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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
of
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 ☒
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.
Item
1.01 Entry into a Material Definitive Agreement.
The
Loan Agreement
The
Loan.
On
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.
In
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
On
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.
In
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
On
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 |
Exhibit 99.1
Perfect
Moment Secures $12 Million in Growth Financing to Support Path to Profitability and Accelerated Growth
Landmark
financing from institutional investors, Krane Capital LLC and X3 Higher Moment Fund LLC, enhances financial flexibility and supports
near-to medium-term strategic initiatives
$10
million revolving credit facility, complemented by $2 million equity investment at an ~84% premium to market, reflecting strong institutional
conviction in Perfect Moment’s strategy
Combined
financing supports ongoing product innovation, category expansion, and long-term shareholder value creation
LONDON
– March 30, 2026 – Perfect Moment Ltd. (NYSE American: PMNT), a high-performance, luxury lifestyle brand that fuses technical
excellence with fashion-led designs, today announced it has secured $12 million in growth financing.
The
financing includes a $10 million revolving credit facility jointly provided by Krane Capital LLC (“Krane Capital”) and X3
Higher Moment Fund LLC (“X Cubed”), as well as a separate $2 million equity investment from Krane Capital at a price of $0.33
per share—representing an 75% premium to Perfect Moment’s closing share price of $0.19 on March 27, 2026.
The
parties entered into separate definitive agreements for the revolving credit facility and the equity investment on March 27, 2026. The
revolving credit facility closed on March 30, 2026, and the equity investment is expected to close within the next month.
The
$12 million combined financing represents one of the most significant capital raises in Perfect Moment’s history and is expected
to strengthen its liquidity position, support continued operational execution and provide additional financial flexibility as it advances
its strategic plan. Building on Perfect Moment’s recently reported first profitable quarter, the financing strengthens the balance
sheet and supports its path toward sustainable profitability, while enabling continued investment across key growth initiatives.
The
capital structure—anchored by a $10 million revolving credit facility from two institutional lenders and an equity investment from
Krane Capital at a premium to the recent market price—is designed to support Perfect Moment’s near-to-medium term priorities
and accelerate progress toward sustainable growth and profitability.
Revolving
Credit Facility
The
$10 million revolving credit facility is jointly provided by Krane Capital ($4 million) and X Cubed ($6 million). The facility has a
term of 24 months and will bear interest at a rate of 12.0% per annum, subject to customary covenants and conditions. The facility will
be available for general corporate purposes, including working capital, product development, and the repayment of outstanding debt.
Equity
Investment
Concurrently,
Krane Capital has agreed to purchase 6,060,606 shares of Perfect Moment’s common stock at a price of $0.33 per share, representing
an 75% premium to its closing share price of $0.19 on March 27, 2026. The gross proceeds from the $2 million equity investment will be
strategically deployed to strengthen Perfect Moment’s balance sheet and liquidity position, supporting compliance with the continued
listing requirements of the NYSE American exchange. The significant premium paid by Krane Capital reflects deep institutional conviction
in Perfect Moment’s brand, operational trajectory, and long-term value creation potential.
Management
Commentary
“The
objective of this financing is to secure the capital necessary to support our long-term strategic plan and continued operational execution,”
said Max Gottschalk, Executive Chairman of Perfect Moment.
“With
the leadership team now in place and improving revenue trends and margins, we believe Perfect Moment is building positive momentum toward
sustainable profitability. The participation of institutional investors such as Krane Capital and X Cubed reflects confidence in our
strategy and operating progress. This financing enhances our financial flexibility in the near- to medium-term and supports continued
expansion across our key initiatives. We remain focused on disciplined execution and positioning Perfect Moment to capitalize on attractive
growth opportunities,” added Max Gottschalk.
“We
also believes that Krane Capital’s leadership and deep experience building investment and operating platforms in China, will be
instrumental in supporting Perfect Moment’s strategic expansion into this high-growth market. Leveraging Krane Capital’s
local market insight, relationships, and operational expertise, will help us identify and partner with best-in-class local operators
to build a strong, scalable presence. This collaboration is expected to accelerate the development of a carefully curated distribution
strategy, ensuring the brand is positioned appropriately within the premium segment and reaches its target consumer base with authenticity
and impact.”
Chath
Weerasinghe, Chief Financial and Operating Officer of Perfect Moment, commented: “This $12 million financing package represents
a significant milestone for Perfect Moment. Following our recently reported profitable quarter, we believe this capital strengthens our
liquidity position and provides additional flexibility to execute our strategic growth initiatives.
The
investment by Krane Capital at a premium to our recent trading price reflects confidence in our brand and long-term strategy. Together
with the revolving credit facility, we believe we have established a more robust capital structure to support product innovation, category
expansion, and go-to-market execution. We remain focused on disciplined growth and long-term shareholder value creation.”
Strategic
Rationale
The
combined $12 million financing is expected to:
| ● | Enhance
near- to medium-term financial flexibility, supporting continued operational execution and
reducing short-term funding uncertainty. |
| ● | Support
Perfect Moment’s path to profitability, building on the momentum of its first profitable
quarter while accelerating revenue growth and go-to-market execution. |
| ● | Strengthen
the balance sheet and enhance financial flexibility to pursue product innovation and category
expansion. |
| ● | Align
the interests of established institutional capital partners—Krane Capital and X Cubed—with
those of existing shareholders through a premium equity investment and a structured credit
facility. |
| ● | Enable
Perfect Moment to accelerate development across key product lines, scale go-to-market capabilities,
and pursue strategic opportunities aligned with its long-term vision. |
About
Perfect Moment Ltd.
Founded
in Chamonix, France, Perfect Moment is a luxury outerwear and activewear brand that merges alpine heritage with fashion-forward performance.
Known for its technical excellence, bold design, and versatile pieces that transition seamlessly from slopes to city, the brand is worn
by athletes, tastemakers, and celebrities worldwide. Perfect Moment is traded on the NYSE American under the ticker symbol PMNT. Learn
more at www.perfectmoment.com.
About
Krane Capital LLC
The
management team of Krane Capital LLC established Krane Funds Advisors, LLC (KraneShares), a global asset management firm founded in 2013
and headquartered in New York. KraneShares manages over $12 billion in assets across a diversified platform of ETFs, private funds, and
direct investments spanning China, climate, artificial intelligence, and alternative assets. In 2017, KraneShares formed a strategic
partnership with China International Capital Corporation (CICC), one of China’s leading financial institutions; CICC’s largest
shareholder is China Investment Corporation (CIC), one of the world’s largest sovereign wealth funds.
About
X3 Higher Moment Fund LLC
X3
Higher Moment Fund LLC, which is managed by X Cubed Capital Management LLC, is an SEC-registered alternative credit manager headquartered
in Minneapolis, Minnesota. Founded by veterans with decades of experience at large institutional firms, X3 Higher Moment Fund LLC specializes
in relative value strategies across a broad spectrum of credit markets. The firm blends systematic and discretionary discipline in the
dynamic allocation of capital, applying a volatility-informed approach to identify novel dislocations across the capital structure. For
more information, visit www.x3cmllc.com.
Forward-Looking
Statements
This
press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private
Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, contained in this press release are
forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as
“anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,”
“intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,”
“project,” “target,” “aim,” “should,” “will,” “would,” or the
negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking
statements are neither historical facts nor assurances of future performance. Instead, they are based on our current expectations and
are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements
are based on assumptions as to future events that may not prove to be accurate. Our actual results and financial condition may differ
materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.
Important factors that could cause our actual results and financial condition to differ from those contained in the forward-looking statements,
include those risks and uncertainties described more fully in the sections titled “Risk Factors” in our Form 10-K for the
fiscal year ended March 31, 2025, filed with the Securities and Exchange Commission. Any forward-looking statements contained in this
press release are made as of this date and are based on information currently available to us. We undertake no duty to update any forward-looking
statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or
otherwise.
Contacts
Investor
Relations Contact:
Gateway
Group
Cody Slach, Greg Robles
949.574.3860
PMNT@gateway-grp.com
Press
Contact:
press@perfectmoment.com
