[8-K] Perfect Moment Ltd. Reports Material Event

Rhea-AI Filing Summary

NXG NextGen Infrastructure Income Fund (NYSE: NXG) filed an 8-K announcing it has launched a transferable rights offering dated 21 Jul 2025. Each shareholder of record on that date will receive one Right for every common share held; three Rights allow subscription for one new common share. Up to 1,414,904 new shares (par $0.001) may be issued, representing potential dilution of c. 33% if fully subscribed. Holders who fully exercise can oversubscribe for shares not taken up, and investors with <3 shares may buy one full share.

The Fund entered into:

• Dealer Manager Agreement with UBS Securities LLC to market and manage the offer.
• Subscription Agent Agreement with Equiniti Trust Company, LLC.
• Information Agent Agreement with EQ Fund Solutions, LLC.

All agreements were executed on 21 Jul 2025 and are filed as Exhibits 1.1, 10.1 and 10.2. A legal opinion from Skadden, Arps, Slate, Meagher & Flom LLP (Ex. 5.1) supports the share issuance.

The rights offering is being made under the Fund’s shelf registration statement (Form N-2, File No. 333-287058) via prospectus supplement dated 21 Jul 2025. No financial performance data were disclosed.

Positive

• Potential capital infusion could expand assets under management, supporting scale efficiencies and broader investment opportunities.
• Appointment of UBS Securities LLC as dealer manager may enhance marketing reach and subscription success.

Negative

• Up to 33% share dilution for holders who do not fully exercise their rights.
• Rights offering expenses and underwriting fees will reduce net proceeds available for investment.

Insights

Closed-End Fund Analyst

TL;DR: Rights offering raises fresh capital but introduces 33% dilution for non-participants.

The transferable 1-for-3 rights structure is typical for closed-end funds seeking growth capital without leverage expansion. If fully subscribed, gross proceeds (price not yet disclosed) could materially enlarge the asset base, improving fee scale and secondary-market liquidity. UBS as dealer manager should aid take-up, while oversubscription privileges limit orphaned rights. However, existing holders who do not exercise risk immediate NAV dilution and potential price pressure as new shares come to market. Execution risk is moderate given established agents and legal backing.

Portfolio Manager

TL;DR: Neutral-to-slightly negative near term; benefit depends on deployment of new assets.

While additional capital can enhance portfolio diversification in infrastructure securities, raising up to ~33% more shares dilutes earnings and distributions until funds are invested accretively. Market reaction often hinges on discount to NAV at which rights are priced; absent that detail, impact is indeterminate. Transferability and oversubscription features may mitigate value leakage, yet transaction costs and underwriting fees reduce net proceeds. I assign a neutral rating pending pricing specifics.

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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): July 21, 2025

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 Symbo l(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 1.01Entry 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.

Item 9.01 Financial Statements and Exhibits

Exhibits

Exhibit No.		Description
4.1		Form of Representative’s Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K, as filed with the Securities and Exchange Commission on June 30, 2025).
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: July 23, 2025	PERFECT MOMENT LTD.
	By:	/s/ Jane Gottschalk
		Jane Gottschalk
		President

FAQ

What did NXG announce in its July 21 2025 Form 8-K?

The fund launched a transferable rights offering allowing holders to buy up to 1,414,904 new common shares on a 1-for-3 basis.

How many rights does an NXG shareholder need to buy one new share?

Three Rights are required to subscribe for one new common share.

What is the record date for determining NXG rights holders?

July 21 2025 is the record date for entitlement to receive Rights.

Who is acting as dealer manager for the NXG rights offering?

UBS Securities LLC was engaged under a Dealer Manager Agreement dated July 21 2025.

Will NXG shareholders experience dilution?

Yes; if they do not fully exercise their Rights, their ownership could be diluted by up to approximately 33%.