完美时刻有限公司美股招股说明书（2025-09-17版）

6,377,766 Shares of Common Stock This prospectus relates to the resale by the selling stockholder named herein (the “Selling Stockholder”), or its respective transferees,pledgees, donees or other successors-in-interest, from time to time, of up to 6,377,766 shares of common stock, par value $0.0001 pershare, of Perfect Moment Ltd. held by the Selling Stockholder consisting of 3,172,858 shares of common stock (the “Common StockShares”) and 3,204,908 shares of common stock issuable upon the exercise of the warrants (the “Warrant Shares”, together with theCommon Stock Shares, the “Shares”). We are registering the Shares on behalf of the Selling Stockholder, to be offered and sold fromtime to time, to satisfy certain registration rights that we have granted to the Selling Stockholder. The Selling Stockholder may resell or dispose of the Shares, or interests therein, at fixed prices, at prevailing market prices at the timeof sale or at prices negotiated with purchasers, to or through underwriters, broker-dealers, agents, or through any other meansdescribed under the heading “Plan of Distribution” beginning on page 15 of this prospectus. The Selling Stockholder will bear itsrespective commissions and discounts, if any, attributable to the sale or disposition of the Shares, or interests therein, held by theSelling Stockholder. We will bear all costs, expenses and fees in connection with the registration of the Shares. We will not receive anyof the proceeds from the sale of the Shares by the Selling Stockholder. However, we will receive proceeds from the exercise of thewarrants if the warrants are exercised and the holder of such warrants pay the exercise price in cash upon such exercise. Our common stock is listed on the NYSE American under the symbol “PMNT.” On September 10, 2025, the last reported sale price ofour common stock on the NYSE American was $0.4426 per share. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties describedunder the heading “Risk Factors” beginning on page 7of this prospectus, contained in the applicable prospectus supplementand in any related free writing prospectus, and under similar headings in the other documents that are incorporated byreference into this prospectus or any prospectus supplement before making a decision to purchase our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus September 17, 2025. TABLE OF CONTENTS PageAbout This ProspectusiiSpecial Note Regarding Forward-Looking StatementsiiiProspectus Summary1The Offering6Risk Factors7Use of Proceeds10Selling Stockholders11Description of Capital Stock12Plan of Distribution15Legal Matters17Experts17Where You Can Find More Information17Incorporation of Certain Information by Reference18 You should rely only on the information contained in this prospectus. Neither we nor the Selling Stockholder have authorizedany other person to provide you with information different from or in addition to that contained in this prospectus. If anyoneprovides you with different or inconsistent information, you should not rely on it. The Selling Stockholder is not making anoffer to sell these securities in any jurisdiction where an offer or sale is not permitted. You should assume that the informationappearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financialcondition, results of operations and prospects may have changed since that date. We further note that the representations, warranties and covenants made by us in any document that is filed as an exhibit tothe registration statement of which this prospectus is a part and in any document that is incorporated by reference herein weremade solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk amongthe parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, suchrepresentations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations,warranties and covenants should not be relied on as accurately representing the current state of our affairs. ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-3 that Perfect Moment Ltd. (“we,” “us,” “Perfect Moment,” or the“Company”) filed with the Securities and Exchange Commission (the “SEC”). The selling stockholder (the “Selling Stockholder”)may sell up to 6,377,766 shares of common stock, consisting of 3,172,858 shares of common stock (the “Common Stock Shares”) and3,204,908 shares of common stock issuable upon the exercise of the warrants (the “Warrant Shares”, together with the Common StockSha