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): ~~February~~March 126, 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 21.~~02.~~01 ~~Results~~Entry ofinto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition~~Agreement.

OnAs ~~February~~previously 12reported in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on August 27, ~~2026~~2025, on August 26, 2025, Max Gottschalk (“Gottschalk”), the Chairman of the Board of Perfect Moment Ltd. (the “Company”) extended ~~issued~~ a ~~press~~total ~~release~~of ~~announcing~~$5,089,960 ~~financial~~in ~~results~~loans ~~for~~to ~~its~~the ~~fiscal~~Company, providing working capital to support product purchases and operations. The loans ~~third~~are ~~quarter~~evidenced ~~2026~~by ~~ended~~an ~~December~~unsecured 31promissory note in the principal sum of $3,389,960 bearing interest at 12% per annum, with interest payable monthly, unpaid principal and interest due and payable on November 8, 2025. A(“Note ~~copy~~#1”) ofand ~~the~~an ~~press~~unsecured ~~release~~promissory isnote ~~furnished~~in the asprincipal ~~Exhibit~~sum ~~99.~~of $1,700,000 tobearing ~~this~~interest ~~report~~at 12% per annum, with interest payable monthly, unpaid principal and ~~incorporated~~interest due and ~~herein~~payable byon ~~reference~~August 18, 2030.

~~The~~As ~~information~~previously ~~included~~reported in ~~this~~its ~~Item 2.02 and Exhibit 99.1 of this~~ Current Report on Form 8-K ~~is not deemed to be “~~filed” ~~for purposes~~with ~~of Section 18 of~~ the ~~Securities~~SEC ~~Exchange~~on ~~Act~~October of31, ~~1934~~2025, ason ~~amended~~October ~~(the~~30, ~~“Exchange Act”)~~2025, orGottschalk ~~otherwise~~and ~~subject to~~ the ~~liabilities~~Company ofentered ~~that~~into ~~section,~~an ~~nor~~amended ~~shall~~and ~~this~~restated ~~item~~promissory ~~and~~note ~~Exhibit~~(the ~~99.1~~“Amended beand ~~incorporated~~Restated byNote”) ~~reference~~to ~~into~~amend ~~the~~and ~~Company’s~~restate ~~filings under~~Note ~~the~~#1. ~~Securities~~The ~~Act~~Amended ofand ~~1933,~~Restated asNote amended, or the ~~Exchange~~maturity ~~Act,~~date ~~except~~from asNovember ~~expressly~~8, ~~set~~2025 ~~forth~~to byMarch ~~specific~~9, ~~reference in such future filing~~2026.

~~Item~~On 7March 6, 2026, Gottschalk and the Company entered into a further amended and restated promissory note (the “Further Amended and Restated Note”) to amend and restate the Amended and Restated Note.~~01.~~ ~~Regulation~~The FDFurther ~~Disclosure~~Amended and Restated Note amends the maturity date from March 9, 2026 to March 23, 2026.

The ~~information~~foregoing ~~under~~description ~~Item~~of ~~2.02,~~the ~~above,~~Further Amended and Restated Note does not purport to be complete and is ~~incorporated~~qualified ~~herein~~in its entirety by the terms and conditions of the Further Amended and Restated Note filed as Exhibit 4.1 hereto and incorporated by reference herein.

~~The~~Item ~~information reported under Items~~ 2.0203 ~~and~~Creation ~~7.01 in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed filed for purposes~~ of ~~Section~~a 18Direct ofFinancial ~~the~~Obligation ~~Exchange Act~~ or ~~otherwise~~an ~~subject~~Obligation ~~to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing~~ under ~~the~~an ~~Securities~~Off-Balance ~~Act~~Sheet orArrangement ~~the Exchange Act, regardless~~ of ~~any~~a ~~general incorporation language in such filing~~Registrant.

~~Item~~The 9disclosures under Item 1.01 ~~Financial~~are ~~Statements~~incorporated ~~and~~here ~~Exhibits~~by reference.

~~(d)~~Item 9.01 Financial Statements and Exhibits:

Exhibit		Description
99.1		Press Release, dated February 12, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Exhibits

SIGNATURE

Exhibit No.		Description
4.1		Further Amended and Restated Promissory Note, dated March 6, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~SIGNATURES

	PERFECT MOMENT LTD.
Date: February 12, 2026	By:	/s/ Chath Weerasinghe
		Chath Weerasinghe
		Chief Financial Officer and Chief Operating Officer

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 6, 2026	PERFECT MOMENT LTD.

	By:	/s/ Jane Gottschalk
		Jane Gottschalk
		President

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