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                            April 8, 2022

       Negin Yeganegy
       Chief Executive Officer
       Perfect Moment Ltd.
       209 Canalot Studios
       222 Kensal Road
       London W10 5BN United Kingdom

                                                        Re: Perfect Moment Ltd.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted March 14,
2022
                                                            CIK No. 0001849221

       Dear Ms. Yeganegy:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form S-1

       Cover Page

   1.                                                   Please revise the
Explanatory Note immediately following the registration statement cover
                                                        to reconcile the
apparent inconsistencies between the principal points and the alternate
                                                        pages you have
submitted. For example, and without limitation, we note that a different
                                                        Offering subsection in
the Prospectus Summary is identified but does not appear, while a
                                                        different Determination
of Offering Price section is not identified but does appear.
 Negin Yeganegy
FirstName   LastNameNegin Yeganegy
Perfect Moment   Ltd.
Comapany
April       NamePerfect Moment Ltd.
       8, 2022
April 28, 2022 Page 2
Page
FirstName LastName
2.       Please revise the prospectus covers to address the following:

                Revise the IPO prospectus cover to describe the resale offering
occurring
              concurrently with and following your initial public offering and
to highlight the
              potential risks to investors.

                Clearly state in both prospectuses whether, or to what extent,
the resale offering is
              contingent upon the primary offering and/or Nasdaq listing.

                Revise the resale prospectus cover to identify the IPO price
range and midpoint.
              Clearly disclose here and in the Determination of Offering Price
section that the
              selling stockholders will initially offer the shares at a fixed
price and, following
              Nasdaq listing, may offer the shares with at-the-market pricing,
ensuring consistency
              with disclosure in the Plan of Distribution section.

                We note that the number of shares to be issued to noteholders
is dependent upon the
              initial public offering price. Please clearly disclose the total
amount of principal and
              accrued interest to be used for this calculation. Since the
number of newly-issued
              shares will not be known until pricing, tell us how your propose
to disclose the
              number of shares being offered in the preliminary resale
prospectus, and make
              conforming revisions. Refer to Item 501(b)(2) of Regulation S-K.

                Revise the IPO prospectus cover, and elsewhere as appropriate,
to disclose the
              underwriter warrants referenced in note 5 to the registration fee
table.

                Include an alternate table of contents and the dealer
prospectus delivery obligation on
              the inside front cover of the resale prospectus. Refer to Item
502 of Regulation S-K.
About this Prospectus, page ii

3.       Please revise the final paragraph to clearly describe the resale
offering taking place
         concurrently with and following your initial public offering. In this
regard, we note the
         statement that "shares of our common stock are currently being offered
under this
         prospectus by certain stockholders" (emphasis added). The resale
offering should also be
         prominently disclosed in your prospectus summary, including statements
that you will
         receive no proceeds from the resale offering, but investors will
experience dilution upon
         note conversion. Highlight the other potential risks and
cross-reference to appropriate risk
         factor disclosure.
Prospectus Summary, page 1

4.       Please balance your disclosure in the summary with information
regarding your history of
         operating losses, negative cash flows, and accumulated deficit.
Additionally, please
         highlight that your auditor has expressed substantial doubt about your
ability to continue
         as a going concern.
 Negin Yeganegy
Perfect Moment Ltd.
April 8, 2022
Page 3
5.       Please revise your disclosure to clearly describe the reorganization
and your current
         corporate structure, including an organizational chart. If true,
disclose that you are a
         holding company and all operations are carried out by your
subsidiaries. Clearly describe
         and distinguish the operations carried out by each of your
subsidiaries. Reconcile
         apparently inconsistent statements on page 1 that refer to PMA both as
a "privately held
         Hong Kong corporation" and as your subsidiary. Additionally reconcile
statements that
         indicate PMA was organized in 2012, yet Mr. and Mrs. Gottschalk have
served as
         directors since 2011. File as an exhibit the list of subsidiaries
required by Item 601(b)(21)
         of Regulation S-K.
6.       We note your disclosure on page 7 that "The Company mainly operates
its business
         through PMA." Please review the Division of Corporation Finance's
December 20, 2021
         guidance "Sample Letter to China-Based Companies," available at:
         https://www.sec.gov/corpfin/sample-letter-china-based-companies, and
update your
         disclosure to discuss the legal and operational risks associated with
being a China-based
         company, or explain why such comments are not applicable to the
company. Provide
         comparative information in support of your analysis, including
quantification of relevant
         financial measures, and tell us where your principal business
operations, management, and
         employees are located.
7.       Please revise your disclosure to clearly describe the origins and
history of your company.
         Statements that your "brand was born in . . . 1984" and "our almost 37
years of sportswear
         experience" appear inconsistent with Perfect Moment Asia having been
organized in 2012
         and commencing operations in 2019; revise to reconcile. Clarify the
connection between
         Thierry Donard and your company, describing what you acquired when
"Perfect Moment
         was later purchased," including intellectual property or other
proprietary rights, and the
         nature of your ongoing relationship. Explain why it is appropriate to
refer to Mr. Donard
         as "our founder" and how you are able to "leverag[e] decades of
experience, field testing
         and obsessive attention to detail gained through [him]," in light of
the foregoing. File
         material agreements related to the foregoing as exhibits to your
registration statement.
8.       We note that you granted six stockholders the right to be issued
additional shares if your
         IPO price is less than $5.00 per share. Please revise your disclosure
to address the
         following:

             Set forth the aggregate number of additional shares issuable
pursuant to such rights,
           making needed assumptions;
           Disclose that one or more of these stockholders is an affiliate of
the IPO underwriter;
           Include risk factor disclosure assessing the material risks to
investors, such as
FirstName LastNameNegin
           potential dilutionYeganegy
                               and conflicts of interest; and
Comapany
           Reference these mattersLtd.
           NamePerfect    Moment     within the section of each prospectus that
describes the
           determination
April 8, 2022 Page 3       of the IPO price.
FirstName LastName
 Negin Yeganegy
FirstName   LastNameNegin Yeganegy
Perfect Moment   Ltd.
Comapany
April       NamePerfect Moment Ltd.
       8, 2022
April 48, 2022 Page 4
Page
FirstName LastName
Risk Factors, page 12

9.       We note that your forum selection provision identifies the Court of
Chancery of the State
         of Delaware as the exclusive forum for certain litigation, including
any "derivative
         action." Please disclose whether this provision applies to actions
arising under the
         Securities Act or Exchange Act. In that regard, we note that Section
27 of the Exchange
         Act creates exclusive federal jurisdiction over all suits brought to
enforce any duty or
         liability created by the Exchange Act or the rules and regulations
thereunder, and Section
         22 of the Securities Act creates concurrent jurisdiction for federal
and state courts over all
         suits brought to enforce any duty or liability created by the
Securities Act or the rules and
         regulations thereunder. If the provision applies to Securities Act
claims, please also revise
         your registration statement to state that there is uncertainty as to
whether a court would
         enforce such provision and that investors cannot waive compliance with
the federal
         securities laws and the rules and regulations thereunder. If this
provision does not apply
         to actions arising under the Securities Act or Exchange Act, please
also revise to ensure
         that the exclusive forum provision in the governing documents states
this clearly, or tell us
         how you will inform investors in future filings that the provision
does not apply to any
         actions arising under the Securities Act or Exchange Act.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Supplier Concentration, page 42

10.      Please disclose the names of your principal suppliers as required by
Item 101(h)(4)(v) of
         Regulation S-K.
Our Business, page 58

11.      Please define or describe what is meant by references to yourself as a
"digital native"
         or "digitally native company" in light of your wholesale channel of
distribution and
         "physical store network."
12.      Your business strategy identifies a number of potential growth
opportunities (e.g., new
         geographic markets, localized products and experiences, retail stores
in select locations,
         etc.), but uses language suggesting these may be aspirational in
nature. Please revise to
         clearly describe your business plans regarding such opportunities,
including your expected
         timetable, implementation steps, and material hurdles to overcome.
Management, Director Compensation Table, page 78

13.      We note that the description of Mrs. and Mr. Gottschalk's consulting
agreements identify
         different monthly payments, yet the table indicates each was paid the
same amount (less
         the bonus); moreover, this amount is greater than either annualized
monthly payment.
         Please revise to reconcile these apparent inconsistencies. Please also
disclose amounts
         payable, as appropriate, to ensure consistency with the amount of
compensation identified
         in Note 16 of the financial statements.
 Negin Yeganegy
FirstName   LastNameNegin Yeganegy
Perfect Moment   Ltd.
Comapany
April       NamePerfect Moment Ltd.
       8, 2022
April 58, 2022 Page 5
Page
FirstName LastName
Certain Relationships and Related Transactions, page 85

14.      Please revise your disclosure to address the following:

                Name the related person involved in each transaction, as
required by Item 404(a)(1)
              of Regulation S-K.

                Revise the description of transactions involving the issuance
of securities
              (e.g., options, warrants, convertible debt) to identify the
issuer. Clarify whether these
              represent your securities following the corporate reorganization,
and ensure that all
              transactions involving your securities are disclosed in Item 15
of Part II pursuant to
              the requirements of Item 701 of Regulation S-K.

                Update the description of outstanding indebtedness as of the
most recent practicable
              date and disclose the other information, if applicable, required
by Item 401(a)(5) of
              Regulation S-K.

                Describe the personal guarantee of your director and
shareholder that secures the
              trade finance facility, according to disclosure on page F-17.
15.      Please file the consulting agreement with Lucius Partners LLC as an
exhibit to your
         registration statement and revise your disclosure to address the
following:

                The agreement is described as being entered into on March 11,
2021, and ending
              twelve months from its date (or earlier closing of an
underwritten initial public
              offering). Revise to clarify whether the agreement ended on March
11, 2022.

                The deadline of March 31, 2022, for consummation of the initial
public offering or
              other transactions described has passed. Update to disclose
whether the
              consultant forfeited shares or other adjustment to the
consultant's shares were made.
Shares Eligible for Future Sale, page 93

16.      This section appears to relate only to shares sold in the primary
offering. Please revise to
         also address shares registered for sale by the selling stockholders.
See Item 201(a)(2) of
         Regulation S-K.
Underwriting, page 98

17.      Please revise this section to address the following items, in
accordance with Item 508(a)
         of Regulation S-K:

                We note disclose on page 86 that the underwriter acted as
introducing broker for the
              notes. Please describe this relationship here and quantify the
cash fee the underwriter
              was paid, in addition to reimbursement of fees and expenses.
 Negin Yeganegy
Perfect Moment Ltd.
April 8, 2022
Page 6
                Describe your relationship with Lucius Partners LLC as an
affiliate of the
              underwriter. Include disclosure that Lucius received shares as
compensation for
              services, has the right to receive additional shares if the IPO
price is below $5 per
              share, and intends to sell its shares in the secondary offering,
together with a cross-
              reference to the full description of the agreement in the related
party transactions
              section.
Legal Matters, page 102

18.      We note disclosure that your counsel and counsel for the underwriter
own shares of your
         common stock. Please revise to provide more information regarding this
substantial
         interest pursuant to Item 509 of Regulation S-K, including disclosure
that counsel
         expects to sell these shares in the resale offering.
Financial Statements
Note 1. Nature of Operations and Basis of Presentation
Nature of operations, page F-8

19.      We note your statement that the statements of equity (deficit) have
been changed to
         present PMA equity movements as if they were PML equity movements due
ot the reverse
         acquisition. As there is no other mention in the document of a reverse
acquisition, please
         disclose your accounting treatment for the share exchange and tell us
the basis for your
         accounting treatment. Please address the guidance in ASC 805-10 and
805-40. In
         addition, tell us your consideration of accounting for the share
exchange as a
         reverse recapitalization merger in which the transaction is accounted
for as a capital
         transaction with the issuance of the company's stock for the net
monetary assets of PMA,
         accompanied by a recapitalization of the company.
Note 8. Other Borrowings, page F-17

20.      We note disclosure that your debt financing term started on March 15,
2021, with a
         mandatory redemption date of March 15, 2022, if not converted in
connection with an
         IPO. Please update to disclose whether the mandatory redemption date
has been
         extended.
Note 10. Consultant Stock Awards, page F-20

21.    We note that you issued common share awards to consultants for "services
relating to the
       IPO." We further note that you have accounted for such share issuances
as deferred
       offering costs and an offset to your convertible debt obligations.
Please fully explain the
       nature of these costs and address how they are directly attributable to
the IPO per SAB
FirstName LastNameNegin Yeganegy
       Topic 5A. Your response should also address your accounting for the
shares as an offset
Comapany    NamePerfect
       to your           Moment
               debt including       Ltd.
                               the accounting literature that supports the
basis for your
April 8,conclusions.
         2022 Page 6
FirstName LastName
 Negin Yeganegy
FirstName   LastNameNegin Yeganegy
Perfect Moment   Ltd.
Comapany
April       NamePerfect Moment Ltd.
       8, 2022
April 78, 2022 Page 7
Page
FirstName LastName
22.      We note the terms associated with your consultant stock awards contain
a provision for a
         50%% clawback in the event an IPO is not achieved by March 31, 2022.
Please update
         your disclosure to indicate whether you have exercised the clawback
provision or
         provided an extension to the term of the stock awards agreement.
Part II
Item 15. Recent Sales of Unregistered Securities, page II-3

23.      Please revise your disclosure to furnish all the information required
by Item 701 of
         Regulation S-K, including the name of purchasers, as well as the
nature and aggregate
         amount of non-cash consideration. Ensure that all relevant
transactions are disclosed. In
         this regard we note, without limitation, transactions described in
Note 1 ($7.14 million
         Preference Share Capital), Note 8 (options and warrants), Note 10
(share issuances to
         consultants), and Note 17.
General

24.      Please provide your analysis showing how you determined that there was
a completed
         private placement for the common stock issuable upon the automatic
conversion of your
         promissory notes. We note that the number of shares to be issued and
the "conversion
         price" per share are indeterminate, since these will be calculated
based on the initial public
         offering price. In your analysis, please consider the Commission   s
guidance set forth in
         Questions 134.01 and 139.06 of the Securities Act Sections Compliance
and Disclosure
         Interpretations.
25.      Please supplementally provide us with copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
         present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
         not they retain copies of the communications. Please contact the staff
member associated
         with the review of this filing to discuss how to submit such copies.
       You may contact Heather Clark, Staff Accountant at 202-551-3624 or Kevin
Stertzel,
Staff Accountant at 202-551-3723 if you have questions regarding comments on
the financial
statements and related matters. Please contact Jennifer Angelini, Staff
Attorney at 202-551-3047
or Sherry Haywood, Staff Attorney at 202-551-3345 with any other questions.



                                                                Sincerely,

                                                                Division of
Corporation Finance
                                                                Office of
Manufacturing
cc:      Blake Baron