| (1) |
Pursuant
to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall
also cover any additional common stock, par value $0.0001 per share (the “Common Stock”) of Perfect Moment Ltd. (the “Company”)
that may become issuable upon any share split, share dividend, recapitalization or other similar transaction effected without the
Company’s receipt of consideration which results in an increase in the number of the outstanding Common Stock. |
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| (2) |
The
6,377,766 shares of Common Stock consists of 3,172,858 shares of Common Stock and 3,204,908 shares of Common Stock issuable upon
the exercise of the warrants. |
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| (3) |
Estimated
solely for the purpose of calculating the amount of the registration fee pursuant to Rules 457(c) under the Securities Act of 1933,
as amended, based on the average of the high and low prices of the Company’s Common Shares on September 8, 2025. |
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| (4) |
All
the Common Stock are to be offered for resale by the selling stockholder named in the prospectus contained in this Registration Statement
on Form S-3. The Company will not receive any proceeds from the sale of its Common Shares by the selling shareholder. However, the
Company will receive proceeds from the exercise of the warrants if the warrants are exercised and the holder of such warrants pay
the exercise price in cash upon such exercise. |