What changed in this filing

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Item 1A. Risk Factors

2025-06-30 compared with 2024-07-01 · 390 added, 499 removed, 804 unchanged (53% of the section changed)

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These risks include, but are not limited to, the following:

history of losses and the substantial doubt about our ability to continue as a going concern, which could cause our stockholders

to lose some or all of their investment in us.

business depends on our strong brand, and if we are not able to maintain and enhance our brand we may be unable to sell our products,

which would adversely affect our business.

business partially depends on our wholesale partners, and our failure to maintain and further develop our relationships with our

wholesale partners could harm our business.

downturn in the global economy will likely affect customer purchases of discretionary items, which could materially harm our sales,

profitability and financial condition.

financial performance is subject to significant seasonality and variability, which could significantly impact our cash flow and cause

the price of our common stock to decline.

currently do not operate Perfect Moment owned physical retail stores.

Our plans to open Perfect Moment owned physical retail stores

are dependent on a variety of factors, including store locations being available for lease and the stores being economically viable

limited operating experience and limited brand recognition in new international markets may limit our expansion and cause our business

and growth to suffer.

success is substantially dependent on the service of certain members of our board of directors and senior management.

may rely on dividends and other distributions on equity paid by our Hong Kong subsidiary to fund any cash and financing requirements

In the future, funds may not be available to fund operations or for other use outside of Hong Kong, due to interventions

in, or the imposition of restrictions and limitations on, our ability or our Hong Kong subsidiary by the PRC government to transfer

Any limitation on the ability of our Hong Kong subsidiary to make payments to us could have a material adverse effect on our

ability to conduct our business and might materially decrease the value of our common stock.

the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in mainland

China with little or no advance notice.

In the future, we may be subject to PRC laws and regulations related to the current business

operations of our Hong Kong operating subsidiary and any changes in such laws and regulations and interpretations may impair its

ability to operate profitably, which could result in a material negative impact on its operations and/or the value of the securities

we are registering for sale.

fluctuating cost of raw materials could increase our cost of goods sold and cause our results

of operations and financial condition to suffer.

Our history of losses and

the substantial doubt about our ability to continue as a going concern, which could cause our stockholders to lose some or all of

their investment in us.

Our business depends on

our strong brand, and if we are not able to maintain and enhance our brand we may be unable to sell our products, which would adversely

affect our business.

Our business partially

depends on our wholesale partners, and our failure to maintain and further develop our relationships with our wholesale partners

could harm our business.

A downturn in the global

economy will likely affect customer purchases of discretionary items, which could materially harm our sales, profitability and financial

Our financial performance

is subject to significant seasonality and variability, which could significantly impact our cash flow and cause the price of our

common stock to decline.

We currently do not operate

Perfect Moment owned physical retail stores.

Our plans to open Perfect Moment owned physical retail stores are dependent on a variety

of factors, including store locations being available for lease and the stores being economically viable to operate.

Our limited operating experience

and limited brand recognition in new international markets may limit our expansion and cause our business and growth to suffer.

Our success is substantially

dependent on the service of certain members of our board of directors and senior management.

fluctuating cost of raw materials could increase our cost of goods sold and cause our results of operations and financial condition

business is reliant on a limited number of third-party manufacturers and raw material suppliers.

ability to deliver our products to the market and to meet customer expectations could be harmed if we encounter problems with our

distribution system.

may be difficult for overseas shareholders and/or regulators to conduct investigations or collect evidence within the territory of

China, including Hong Kong.

security breaches and other cyber security events could result in disruption to our operations or financial losses and could negatively

affect our reputation, credibility and business.

PRC laws and regulations and the enforcement of such that apply or are to be applied to Hong Kong can change quickly with little

or no advance notice.

As a result, the Hong Kong legal system embodies uncertainties which could limit the availability of legal

protections, which could result in a material change in PMA’s operations and/or the value of the securities we are registering

fabrics and manufacturing technology generally are not patented and can be imitated by our competitors.

If our competitors sell products

similar to ours at lower prices, our net revenue and profitability could suffer.

share price may be volatile, and you may be unable to sell your shares at or above the price at which you purchased them.

Our ability to deliver

our products to the market and to meet customer expectations could be harmed if we encounter problems with our distribution system.

Data security breaches

and other cyber security events could result in disruption to our operations or financial losses and could negatively affect our

reputation, credibility and business.

Our fabrics and manufacturing

technology generally are not patented and can be imitated by our competitors.

If our competitors sell products similar to ours at

lower prices, our net revenue and profitability could suffer.

Our share price may be

volatile, and you may be unable to sell your shares at or above the price at which you purchased them.

Related to Our Business, Our Brand, Our Products and Our Industry

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raise substantial doubt about our ability to continue as a going concern.

On February 12, 2024, we consummated the initial public offering

of our common stock for aggregate net proceeds of $6,009, after deducting underwriting discounts and commissions and estimated offering

Based upon our current operating plan and assumptions, we expect that the net proceeds from the initial public offering and

our existing cash balances and expected cash flows from operations, alongside the continuance of our existing financing arrangements,

and the automatic conversion of the outstanding balance of the Notes upon the closing of the initial public offering will be sufficient

to fund our operations for at least the next 12 months, excluding financing to support production (i.e.

Based upon our current operating plan and assumptions, we expect

that the net proceeds from the initial public offering and our existing cash balances and expected cash flows from operations, alongside

the continuance of our existing financing arrangements, and the automatic conversion of the outstanding balance of the Notes upon the

closing of the initial public offering will be sufficient to fund our operations for at least the next 12 months, excluding financing

to support production (i.e.

timing of working capital).

However, our operating plan may change, and our assumptions may prove to be wrong, as a result of many factors currently unknown

to us, and we could use our available capital resources sooner than we expect.

We may need to seek additional funds sooner than planned,

through public or private equity or debt financings or other third-party funding or a combination of these approaches.

Even if we believe

we have sufficient funds for our current or future operating plans, we may seek additional capital if market conditions are favorable

or based upon specific strategic considerations.

However, our operating plan may change, and our assumptions may prove to be wrong,

as a result of many factors currently unknown to us, and we could use our available capital resources sooner than we expect.

to seek additional funds sooner than planned, through public or private equity or debt financings or other third-party funding or a combination

of these approaches.

Even if we believe we have sufficient funds for our current or future operating plans, we may seek additional capital

if market conditions are favorable or based upon specific strategic considerations.

additional capital-raising efforts may divert our management’s attention from the operation of our business.

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Although based upon our current operating plan and assumptions,

we expect that the net proceeds from our initial public offering and our existing cash balances and expected cash flows from operations,

alongside the continuance of our existing financing arrangements, and the automatic conversion of the outstanding balance of the Notes

upon the closing of the initial public offering will be sufficient to fund our operations for at least the next 12 months, excluding

financing to support production (i.e.

timing of working capital), the doubts raised relating to our ability to continue as a going

concern may make our shares an unattractive investment for potential investors.

These factors, among others, may make it difficult to

raise any additional capital and may cause us to be unable to continue to operate our business.

we expect that our existing cash balances and expected cash flows from operations, alongside the continuance of our existing financing

arrangements will be sufficient to fund our operations for at least the next 12 months, excluding financing to support production (i.e.

timing of working capital), the doubts raised relating to our ability to continue as a going concern may make our shares an unattractive

investment for potential investors.

These factors, among others, may make it difficult to raise any additional capital and may cause

us to be unable to continue to operate our business.

financial performance is subject to significant seasonality and variability, which could cause the price of our common stock to decline.

business is affected by a number of factors common to our industry and by other factors specific to our business model, which drive seasonality

and variability.

Historically, key metrics, including those related to our growth, profitability and financial condition, have fluctuated

significantly across fiscal periods.

Consumer purchases of Women, Men and Kids skiwear and outerwear, which are the Perfect Moment core

categories, are concentrated in the Fall/Winter season.

As a result, a large proportion of our direct-to-consumer revenue is recognized

in the third and fourth fiscal quarter.

Our wholesale revenue is weighted earlier in the second and third fiscal quarters, when most

orders are shipped to wholesale partners.

At the consolidated level, our net revenue is concentrated in the second, third and fourth

fiscal quarters, while our operating costs are more evenly distributed throughout the year.

In the fiscal year ended March 31, 2025,

the second, third and fourth fiscal quarters represented 76% of total net revenue.

Working capital requirements typically increase throughout

the first, second and early third quarters as overheads continue to be incurred and inventory builds to support our peak shipping and

selling periods in the second and third quarters.

Cash provided by operating activities is typically highest in the fourth quarter following

the significant inflows associated with our peak selling season.

Historical results, especially comparisons across fiscal quarters, should

not be considered indicative of the results to be expected for any future periods.

In addition to the seasonality of demand for our products,

our financial performance is influenced by a number of factors which are difficult to predict and variable in nature.

These include input

cost volatility, the timing of consumer purchases and wholesale deliveries which very often shift between fiscal quarters, demand forecast

accuracy, inventory availability and the evolution of our channel mix, as well as external trends in weather and discretionary consumer

A number of other factors which are difficult to predict could also affect the seasonality or variability of our financial

Therefore, you should not rely on the results of a single fiscal quarter as an indication of our annual results or future

business depends on our strong brand, and if we are not able to maintain and enhance our brand we may be unable to sell our products,

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and merchandising efforts and our ability to provide a consistent, high-quality product and customer experience.

Maintaining and

enhancing our brand may require us to make substantial investments in areas such as product design, store openings and operations, marketing,

ecommerce, community relations and employee training, and these investments may not be successful.

We anticipate that, as our

business continues to expand into new markets and new product categories and as the market becomes increasingly competitive, maintaining

and enhancing our brand may become difficult and expensive.

Conversely, as we penetrate these new markets and our brand becomes more

widely available, it could potentially detract from the appeal stemming from the scarcity of our brand.

Our brand may also be adversely

affected if our public image or reputation is tarnished by negative publicity.

In addition, ineffective marketing, product diversion

to unauthorized distribution channels, product defects, counterfeit products, unfair labor practices, and failure to protect the intellectual

property rights in our brand are some of the potential threats to the strength of our brand, and those and other factors could rapidly

and severely diminish consumer confidence in us.

Maintaining and enhancing our brand will depend largely on our ability to be a leader

in affordable luxury skiwear, outerwear and activewear and to continue to offer a range of high-quality products to our customers, which

we may not execute successfully.

Maintaining and enhancing

our brand may require us to make substantial investments in areas such as product design, store openings and operations, marketing, ecommerce,

community relations and employee training, and these investments may not be successful.

We anticipate that, as our business continues

to expand into new markets and new product categories and as the market becomes increasingly competitive, maintaining and enhancing our

brand may become difficult and expensive.

Conversely, as we penetrate these new markets and our brand becomes more widely available,

it could potentially detract from the appeal stemming from the scarcity of our brand.

Our brand may also be adversely affected if our

public image or reputation is tarnished by negative publicity.

In addition, ineffective marketing, product diversion to unauthorized

distribution channels, product defects, counterfeit products, unfair labor practices, and failure to protect the intellectual property

rights in our brand are some of the potential threats to the strength of our brand, and those and other factors could rapidly and severely

diminish consumer confidence in us.

Maintaining and enhancing our brand will depend largely on our ability to be a leader in affordable

luxury skiwear, outerwear and activewear and to continue to offer a range of high-quality products to our customers, which we may not

execute successfully.

Any of these factors could harm our sales, profitability or financial condition.

A key element of our

growth strategy is the expansion of our product offerings into new product categories.

We may be unsuccessful in designing products

that meet our customers’ expectations for our brand or that are attractive to new customers.

If we are unable to anticipate customer

preferences or industry changes, or if we are unable to modify our products on a timely basis or expand effectively into new product

categories, we may lose customers.

As we expand into new geographic markets, consumers in these new markets may be less compelled by

our brand image and may not be willing to pay a higher price to purchase our products as compared to traditional outerwear.

More generally,

our results of operations would suffer if our investments and innovations do not anticipate the needs of our customers, are not appropriately

timed with market opportunities or are not effectively brought to market.

A key element of our growth strategy

is the expansion of our product offerings into new product categories.

We may be unsuccessful in designing products that meet our customers’

expectations for our brand or that are attractive to new customers.

If we are unable to anticipate customer preferences or industry changes,

or if we are unable to modify our products on a timely basis or expand effectively into new product categories, we may lose customers.

As we expand into new geographic markets, consumers in these new markets may be less compelled by our brand image and may not be willing

to pay a higher price to purchase our products as compared to traditional outerwear.

More generally, our results of operations would

suffer if our investments and innovations do not anticipate the needs of our customers, are not appropriately timed with market opportunities

or are not effectively brought to market.

continue to focus on our direct-to-consumer channel, which may be costly and could materially harm our sales, profitability and financial

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Focusing on our ecommerce platform is essential to our future strategy.

This strategy has and will continue

to require significant investment in cross-functional operations and management focus, along with investment in supporting technologies.

If we are unable to provide a convenient and consistent experience for our customers, our ability to compete and our results of operations

could be adversely affected.

In addition, if our ecommerce platform does not appeal to our customers, reliably function as designed,

or maintain the privacy of customer data, or if we are unable to consistently meet our brand promise to our customers, we may experience

a loss of customer confidence or lost sales, or be exposed to fraudulent purchases, which could adversely affect our reputation and results

of operations.

This strategy has and will continue to require

significant investment in cross-functional operations and management focus, along with investment in supporting technologies.

unable to provide a convenient and consistent experience for our customers, our ability to compete and our results of operations could

be adversely affected.

In addition, if our ecommerce platform does not appeal to our customers, reliably function as designed, or maintain

the privacy of customer data, or if we are unable to consistently meet our brand promise to our customers, we may experience a loss of

customer confidence or lost sales, or be exposed to fraudulent purchases, which could adversely affect our reputation and results of

downturn in the global economy will likely affect customer purchases of discretionary items, which could materially impact our sales,

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We also maintain relationships with thousands of social media influencers and engage in collaborations.

As existing ecommerce and social media platforms continue to rapidly evolve and new platforms develop, we must continue to maintain

a presence on these platforms and establish presences on new or emerging social media platforms.

If we are unable to cost-effectively

use social media platforms as marketing tools or if the social media platforms we use change their policies or algorithms, we may not

be able to fully optimize such platforms, and our ability to maintain and acquire consumers and our financial condition may suffer.

As existing ecommerce and social media platforms continue to rapidly evolve and new platforms develop, we must continue to maintain a

presence on these platforms and establish presences on new or emerging social media platforms.

If we are unable to cost-effectively use

social media platforms as marketing tools or if the social media platforms we use change their policies or algorithms, we may not be

able to fully optimize such platforms, and our ability to maintain and acquire consumers and our financial condition may suffer.

as laws and regulations and public opinion rapidly evolve to govern the use of these platforms and devices, the failure by us, our employees,

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Each Perfect Moment clothing product has a warranty against defects with

reasonable use, for the expected lifetime of the product.

reasonable use, for two years from the date of purchase.

Because of this comprehensive warranty, quality problems could lead to increased

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headcount, could result in decreased margins if we are unable to drive commensurate direct-to-consumer revenue growth.

financial performance is subject to significant seasonality and variability, which could cause the price of our common stock to decline.

business is affected by a number of factors common to our industry and by other factors specific to our business model, which drive seasonality

and variability.

Historically, key metrics, including those related to our growth, profitability and financial condition, have fluctuated

significantly across fiscal periods.

Consumer purchases of Women, Men and Kids skiwear and outerwear, which are the Perfect Moment core

categories, are concentrated in the Fall/Winter season.

As a result, a large proportion of our direct-to-consumer revenue is recognized

in the third and fourth fiscal quarter.

Our wholesale revenue is weighted earlier in the second and third fiscal quarters, when most

orders are shipped to wholesale partners.

At the consolidated level, our net revenue is concentrated in the second, third and fourth

fiscal quarters, while our operating costs are more evenly distributed throughout the year.

In the fiscal year ended March 31, 2024,

the second, third and fourth fiscal quarters represented 96% of total net revenue.

Working capital requirements typically increase throughout

the first, second and early third quarters as overheads continue to be incurred and inventory builds to support our peak shipping and

selling periods in the second and third quarters.

Cash provided by operating activities is typically highest in the fourth quarter following

the significant inflows associated with our peak selling season.

Historical results, especially comparisons across fiscal quarters, should

not be considered indicative of the results to be expected for any future periods.

In addition to the seasonality of demand for our products,

our financial performance is influenced by a number of factors which are difficult to predict and variable in nature.

These include input

cost volatility, the timing of consumer purchases and wholesale deliveries which very often shift between fiscal quarters, demand forecast

accuracy, inventory availability and the evolution of our channel mix, as well as external trends in weather and discretionary consumer

A number of other factors which are difficult to predict could also affect the seasonality or variability of our financial

Therefore, you should not rely on the results of a single fiscal quarter as an indication of our annual results or future

sales and profitability may decline as a result of increasing product costs and decreasing selling prices.

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carry out our plans to expand our product offering include:

success of new products and new product lines will depend on market demand and there is a risk that new products and new product

lines will not deliver expected results, which could negatively impact our future sales and results of operations;

our expanded product offerings fail to maintain and enhance our distinctive brand identity, our brand image may be diminished and

our sales may decrease;

implementation

of these plans may divert management’s attention from other aspects of our business and place a strain on our management, operational

the success of new products

and new product lines will depend on market demand and there is a risk that new products and new product lines will not deliver expected

results, which could negatively impact our future sales and results of operations;

if our expanded product

offerings fail to maintain and enhance our distinctive brand identity, our brand image may be diminished and our sales may decrease;

implementation of these

plans may divert management’s attention from other aspects of our business and place a strain on our management, operational

and financial resources, as well as our information systems;

incorporation

of novel materials or features into our products may not be accepted by our customers or may be considered inferior to similar products

offered by our competitors.

incorporation of novel

materials or features into our products may not be accepted by our customers or may be considered inferior to similar products offered

by our competitors.

also may fail to create adequate brand awareness around new product offerings.

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over ours, or they suffer financial difficulty or insolvency, our sales would be harmed.

The recent decline in the overall retail sector,

including ongoing disruptions related to COVID-19, has been challenging for our wholesale partners.

Such conditions, among other things,

have resulted, and in the future may result, in financial difficulties leading to restructurings, bankruptcies, liquidations and other

unfavorable events for our wholesale partners and may cause such partners to reduce or discontinue orders of our products or be unable

to pay us for products they have purchased from us.

This has caused us to negotiate shortened payment terms and reduce credit limits

in certain cases.

If the overall retail environment continues to decline or if one or more of our wholesale partners is unable or unwilling

to meet our payment terms, our business and results of operations could be harmed.

Such conditions, among other things, have resulted,

and in the future may result, in financial difficulties leading to restructurings, bankruptcies, liquidations and other unfavorable events

for our wholesale partners and may cause such partners to reduce or discontinue orders of our products or be unable to pay us for products

they have purchased from us.

This has caused us to negotiate shortened payment terms and reduce credit limits in certain cases.

overall retail environment continues to decline or if one or more of our wholesale partners is unable or unwilling to meet our payment

terms, our business and results of operations could be harmed.

rely on payment cards to receive payments and are subject to payment-related risks.

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global operations, and those of the third parties upon whom we rely, have been, and could be in the future, adversely affected by health

epidemics, pandemics and similar outbreaks, such as the COVID-19 pandemic.

Despite our efforts, and the efforts of third parties upon

whom we rely, to manage these matters, their ultimate effects also depend on factors beyond our knowledge or control, including the duration,

severity and recurrence of any outbreak and actions taken to contain its spread and mitigate its public health effects.

Health epidemics,

pandemics and similar outbreaks may adversely affect our business, including by resulting in (i) significant volatility in demand for

our products and services, (ii) changes in consumer behavior and preferences, (iii) disruptions of our manufacturing and supply chain

operations, (iv) limitations on our employees’ ability to work and travel and (v) changes to economic or political conditions in

markets in which we operate.

epidemics, pandemics and similar outbreaks.

Despite our efforts, and the efforts of third parties upon whom we rely, to manage these

matters, their ultimate effects also depend on factors beyond our knowledge or control, including the duration, severity and recurrence

of any outbreak and actions taken to contain its spread and mitigate its public health effects.

Health epidemics, pandemics and similar

outbreaks may adversely affect our business, including by resulting in (i) significant volatility in demand for our products and services,

(ii) changes in consumer behavior and preferences, (iii) disruptions of our manufacturing and supply chain operations, (iv) limitations

on our employees’ ability to work and travel and (v) changes to economic or political conditions in markets in which we operate.

are subject to many hazards and operational risks that can disrupt our business, some of which may not be insured or fully covered by

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of operations and financial condition.

Related to Our Corporate Structure

may rely on dividends and other distributions on equity paid by our Hong Kong subsidiary to fund any cash and financing requirements

In the future, funds may not be available to fund operations or for other use outside of Hong Kong, due to interventions

in, or the imposition of restrictions and limitations on, our ability or our Hong Kong subsidiary by the PRC government to transfer cash.

Any limitation on the ability of our Hong Kong subsidiary to make payments to us could have a material adverse effect on our ability

to conduct our business and might materially decrease the value of our common stock.

are a holding company incorporated in Delaware, and we may rely on dividends and other distributions on equity paid by our Hong Kong

subsidiary for our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our

shareholders and service any debt we may incur.

If PMA incurs debt on its own behalf in the future, the instruments governing the debt

may restrict its ability to pay dividends or make other distributions to us.

the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by us.

The PRC laws and regulations do not currently have any material impact on transfers of cash from Perfect Moment Ltd.

to PMA or from PMA

to Perfect Moment Ltd., our shareholders and U.S.

However, the Chinese government may, in the future, impose restrictions

or limitations on our ability to transfer money out of Hong Kong, to distribute earnings and pay dividends to and from the other entities

within our organization, or to reinvest in our business outside of Hong Kong.

Such restrictions and limitations, if imposed in the future,

may delay or hinder the expansion of our business to outside of Hong Kong and may affect our ability to receive funds from our operating

subsidiary in Hong Kong.

The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in

each case, that restrict or otherwise unfavorably impact the ability or way we conduct our business, could require us to change certain

aspects of our business to ensure compliance, which could decrease demand for our services, reduce revenues, increase costs, require

us to obtain more licenses, permits, approvals or certificates, or subject us to additional liabilities.

To the extent any new or more

stringent measures are required to be implemented, our business, financial condition and results of operations could be adversely affected

and such measured could materially decrease the value of our common stock.

the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in mainland

China with little or no advance notice.

In the future, we may be subject to PRC laws and regulations related to the current business

operations of our Hong Kong operating subsidiary and any changes in such laws and regulations and interpretations may impair its ability

to operate profitably, which could result in a material negative impact on its operations and/or the value of the securities we are registering

we have direct ownership of our operating entities in Hong Kong and currently do not have or intend to have any subsidiary or any contractual

arrangement to establish a variable interest entity structure with any entity in mainland China, we are still subject to certain legal

and operational risks associated with one of our operating subsidiaries, PMA, being based in Hong Kong and having all of its operations

to date in Hong Kong.

Additionally, the legal and operational risks associated in mainland China may also apply to operations in Hong

Kong, and we face the risks and uncertainties associated with the complex and evolving PRC laws and regulations and as to whether and

how the recent PRC government statements and regulatory developments.

In the event that we or our Hong Kong subsidiary were to become

subject to PRC laws and regulations, we could incur material costs to ensure compliance, and we or our Hong Kong subsidiary might be

subject to fines, and/or no longer be permitted to continue business operations as presently conducted.

Related to Our Supply Chain

may be unable to source and sell our merchandise profitably or at all if new trade restrictions are imposed or existing restrictions

become more burdensome.

The United States and the countries

in which our products are produced or sold have imposed and may impose additional quotas, duties, tariffs, or other restrictions or regulations,

or may adversely adjust prevailing quota, duty, or tariff levels.

The results of any audits or related disputes regarding these restrictions

or regulations could have an adverse effect on our financial statements for the period or periods for which the applicable final determinations

Countries impose, modify, and remove tariffs and other trade restrictions in response to a diverse array of factors, including

global and national economic and political conditions, which make it impossible for us to predict future developments regarding tariffs

and other trade restrictions.

Trade restrictions, including tariffs, quotas, embargoes, safeguards, and customs restrictions, have and

could result in a higher cost or restrictions on the importation of the products we sell.

Although we have and may continue to look

for alternative sourcing options, we may not be able to shift production in a timely or cost-effective manner, if at all, from various

countries in which we manufacture our products to offset those costs or restrictions.

Therefore, we may not be able to mitigate the entire

increase to our cost resulting from tariffs and we may not be able to, or may choose not to, pass any cost increase onto consumers.

increase in our prices could have an adverse impact on our direct sales to consumers, as well as sales by our wholesale customers.

addition, the uncertainty in the global trade environment may have adverse impacts on capital markets or consumer discretionary spending,

which could lower demand for our products.

Any adverse impact on our costs or on consumer demand could have a material adverse effect

on our business, financial condition and results of operations.

We are dependent on international

trade agreements and regulations.

The countries in which we produce and sell our products could impose or increase tariffs, duties, or

other similar charges that could negatively affect our results of operations, financial position, or cash flows.

changes in, or withdrawal from, trade agreements or political relationships between the United States and the PRC, Europe, Canada, or

other countries where we sell or source our products, could negatively impact our results of operations or cash flows.

General geopolitical

instability and the responses to it, such as the possibility of sanctions, trade restrictions, and changes in tariffs, including sanctions

against the PRC, tariffs imposed by the United States and the PRC, and the possibility of additional tariffs or other trade restrictions,

could adversely impact our business.

It is possible that further tariffs may be introduced or increased.

Such changes could adversely

impact our business and could increase the costs of sourcing our products from the PRC as well as other countries, or could require us

to source our products from different countries.

The Uyghur Forced Labor Prevention Act and other similar legislation may lead to greater

supply chain compliance costs and delays to us and to our vendors.

rely on a limited number of third-party suppliers to provide high quality raw materials.

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work with a group of approximately 18 vendors that manufacture our products, 17 of which produced products in the fiscal year ended March

During the fiscal year ended March 31, 2024, the largest single manufacturer, Everich Garments Group Ltd., produced approximately

75% of our products and substantially all of our products were manufactured in China.

We work with a group of approximately 3 suppliers

to provide the fabrics for our products.

For the fiscal year ended March 31, 2024, the largest single supplier, Toray International Inc.,

produced approximately 63% of the fabric for our products.

During the fiscal year ended March 31, 2024, approximately 63% of our fabrics

originated from Japan and 37% from China.

We also source other raw materials which are used in our products, including items such as

content labels, elastics, buttons, clasps and drawcords from suppliers located predominantly in the Asia Pacific region.

During the fiscal year ended March 31, 2025, the largest single manufacturer, produced approximately 39% of our products and

substantially all of our products were manufactured in China.

We work with a group of approximately 8 suppliers to provide the fabrics

for our products.

For the fiscal year ended March 31, 2025, the largest single supplier produced approximately 46% of the fabric for

our products.

During the fiscal year ended March 31, 2025, approximately 62% of our fabrics originated from China and 37% from Japan.

We also source other raw materials which are used in our products, including items such as content labels, elastics, buttons, clasps

and drawcords from suppliers located predominantly in the Asia Pacific region.

price of raw materials depends on a wide variety of factors largely beyond the control of the Company.

A shortage, delay or interruption

of supply for any reason, including delays caused by the ongoing COVID-19 pandemic, could negatively impact our ability to fulfill orders

and have an adverse impact on our financial results.

In addition, while our suppliers, in turn, source from a number of sub-suppliers,

we rely on a very small number of direct suppliers for certain raw materials.

As a result, any disruption to these relationships could

have an adverse effect on our business.

Events that adversely affect our suppliers could impair our ability to obtain inventory in the

quantities and at the quality that we require.

Such events include difficulties or problems with our suppliers’ businesses, finances,

labor relations, ability to import raw materials, costs, production, insurance and reputation, as well as natural disasters, public health

emergencies or other catastrophic occurrences.

Our supply of fabrics and raw materials, for example, could be disrupted by the impact

of the ongoing COVID-19 pandemic, especially in Asia, and the related government and private sector responsive actions such as border

closures, restrictions on product shipments, and travel restrictions.

A significant slowdown in the retail industry as a whole may also

result in bankruptcies or permanent closures of some of our suppliers and third-party vendors.

Furthermore, there can be no assurance

that our suppliers will continue to provide fabrics and raw materials or provide products that are consistent with our standards.

generally, if we need to replace an existing supplier, additional supplies or additional manufacturing capacity may not be available

when required on terms that are acceptable to us, or at all, and any new supplier may not meet our strict quality requirements.

event we are required to find new sources of supply, we may encounter delays in production, inconsistencies in quality and added costs

as a result of the time it takes to train our suppliers and manufacturers in our methods, products and quality control standards.

delays, interruption or increased costs in the supply of our raw materials could have an adverse effect on our ability to meet customer

demand for our products and result in lower revenue and profitability both in the short and long-term.

of supply for any reason, could negatively impact our ability to fulfill orders and have an adverse impact on our financial results.

In addition, while our suppliers, in turn, source from a number of sub-suppliers, we rely on a very small number of direct suppliers

for certain raw materials.

As a result, any disruption to these relationships could have an adverse effect on our business.

adversely affect our suppliers could impair our ability to obtain inventory in the quantities and at the quality that we require.

events include difficulties or problems with our suppliers’ businesses, finances, labor relations, ability to import raw materials,

costs, production, insurance and reputation, as well as natural disasters, public health emergencies or other catastrophic occurrences.

A significant slowdown in the retail industry as a whole may also result in bankruptcies or permanent closures of some of our suppliers

and third-party vendors.

Furthermore, there can be no assurance that our suppliers will continue to provide fabrics and raw materials

or provide products that are consistent with our standards.

More generally, if we need to replace an existing supplier, additional supplies

or additional manufacturing capacity may not be available when required on terms that are acceptable to us, or at all, and any new supplier

may not meet our strict quality requirements.

In the event we are required to find new sources of supply, we may encounter delays in

production, inconsistencies in quality and added costs as a result of the time it takes to train our suppliers and manufacturers in our

methods, products and quality control standards.

Any delays, interruption or increased costs in the supply of our raw materials could

have an adverse effect on our ability to meet customer demand for our products and result in lower revenue and profitability both in

the short and long-term.

our independent manufacturers or our suppliers fail to use ethical business practices and fail to comply with changing laws and regulations

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Further, the risks to our business due to a pandemic

or other public health emergency, such as the ongoing COVID-19 pandemic, include risks to worker health and safety, prolonged restrictive

measures put in place in order to control the crisis and limitations on travel, which may result in temporary shortages of staff or unavailability

of certain workers with key expertise or knowledge of our business and, impact on productivity.

or other public health emergency, include risks to worker health and safety, prolonged restrictive measures put in place in order to

control the crisis and limitations on travel, which may result in temporary shortages of staff or unavailability of certain workers with

key expertise or knowledge of our business and, impact on productivity.

operations of many of our suppliers are subject to additional risks that are beyond our control.

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with doing business outside of these regions, including:

impact of health conditions, including COVID-19, and related government and private sector responsive actions, and other changes

in local economic conditions in countries where our suppliers or manufacturers are located;

unrest, terrorism, labor disputes, and economic instability resulting in the disruption of trade from foreign countries in which

our products are manufactured;

in foreign currency exchange rates;

imposition of new laws and regulations, including those relating to labor conditions, quality and safety standards, imports, duties,

taxes and other charges on imports, as well as trade restrictions and restrictions on currency exchange or the transfer of funds;

protection for intellectual property rights, including trademark protection, in some countries, particularly in the PRC;

or delays in shipments whether due to port congestion, labor disputes, product regulations and/or inspections or other factors, natural

disasters or health pandemics, or other transportation disruptions.

the impact of health conditions,

and related government and private sector responsive actions, and other changes in local economic conditions in countries where our

suppliers or manufacturers are located;

political unrest, terrorism,

labor disputes, and economic instability resulting in the disruption of trade from foreign countries in which our products are manufactured;

fluctuations in foreign

currency exchange rates;

the imposition of new laws

and regulations, including those relating to labor conditions, quality and safety standards, imports, duties, taxes and other charges

on imports, as well as trade restrictions and restrictions on currency exchange or the transfer of funds;

reduced protection for

intellectual property rights, including trademark protection, in some countries, particularly in the PRC;

disruptions or delays in

shipments whether due to port congestion, labor disputes, product regulations and/or inspections or other factors, natural disasters

or health pandemics, or other transportation disruptions.

and other factors beyond our control could interrupt our suppliers’ production in offshore facilities, influence the ability of

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which our products are manufactured, could significantly increase our cost of products and harm our business.

Related to Doing Business in Hong Kong

may be difficult for overseas shareholders and/or regulators to conduct investigations or collect evidence within the territory of China,

including Hong Kong.

claims or regulatory investigations that are common in the United States generally are difficult to pursue as a matter of law or practicality

For example, in China, there are significant legal and other obstacles to providing information needed for regulatory investigations

or litigation initiated outside China.

Although the authorities in China may establish a regulatory cooperation mechanism with the securities

regulatory authorities of another country or region to implement cross-border supervision and administration, such cooperation with the

securities regulatory authorities in the Unities States may not be efficient in the absence of mutual and practical cooperation mechanism.

Furthermore, according to Article 177 of the PRC Securities Law (“Article 177”), which became effective in March 2020, no

overseas securities regulator is allowed to directly conduct investigations or evidence collection activities within the territory of

the mainland China.

While detailed interpretation of or implementation rules under Article 177 have yet to be promulgated, the inability

for an overseas securities regulator to directly conduct investigations or evidence collection activities within mainland China may further

increase difficulties faced by you in protecting your interests.

PRC laws and regulations and the enforcement of such that apply or are to be applied to Hong Kong can change quickly with little or no

advance notice.

As a result, the Hong Kong legal system embodies uncertainties which could limit the availability of legal protections,

which could result in a material change in PMA’s operations and/or the value of the securities we are registering for sale.

one of the conditions for the handover of the sovereignty of Hong Kong to China, China accepted conditions such as Hong Kong’s

Basic Law (the “Basic Law”).

The Basic Law ensured Hong Kong will retain its own currency (the Hong Kong Dollar), legal system,

parliamentary system and people’s rights and freedom for fifty years from 1997.

This agreement has given Hong Kong the freedom

to function with a high degree of autonomy.

The Special Administrative Region of Hong Kong is responsible for its own domestic affairs

including, but not limited to, the judiciary and courts of last resort, immigration and customs, public finance, currencies and extradition.

Hong Kong continues using the English common law system.

if the PRC attempts to alter its agreement to allow Hong Kong to function autonomously, this could potentially impact Hong Kong’s

common law legal system and may in turn bring about uncertainty in, for example, the enforcement of our contractual rights.

in turn, materially and adversely affect our Hong Kong operating subsidiary’s business and operations.

Additionally, intellectual

property rights and confidentiality protections in Hong Kong may not be as effective as in the United States or other countries.

we cannot predict the effect of future developments in the Hong Kong legal system, including the promulgation of new laws, changes to

existing laws or the interpretation or enforcement thereof, or the preemption of local regulations by national laws.

These uncertainties

could limit the legal protections available to us, including the ability to enforce agreements with the customers.

are some political risks associated with conducting business in Hong Kong.

adverse economic, social and/or political conditions, material social unrest, strike, riot, civil disturbance or disobedience, as well

as significant natural disasters, may affect the market and may adversely affect the business operations of PMA.

Hong Kong is a special

administrative region of the PRC and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law, namely, Hong Kong’s

constitutional document, which provides Hong Kong with a high degree of autonomy and executive, legislative and independent judicial

powers, including that of final adjudication under the principle of “one country, two systems.

However, there is no assurance that

there will not be any changes in the economic, political and legal environment in Hong Kong in the future.

Any change of such political

arrangements may pose an immediate threat to the stability of the economy in Hong Kong, thereby directly and adversely affecting our

results of operations and financial positions.

the Basic Law of the Hong Kong Special Administrative Region of the People’s Republic of China, Hong Kong is exclusively in charge

of its internal affairs and external relations, while the government of the PRC is responsible for its foreign affairs and defense.

a separate customs territory, Hong Kong maintains and develops relations with foreign states and regions.

Based on certain recent development

including the Law of the People’s Republic of China on Safeguarding National Security in the Hong Kong Special Administrative Region

issued by the Standing Committee of the PRC National People’s Congress in June 2020, the U.S.

State Department has indicated that

the United States no longer considers Hong Kong to have significant autonomy from China and President Trump signed an executive order

and Hong Kong Autonomy Act (“HKAA”) to remove Hong Kong’s preferential trade status and to authorize the U.S.

administration

to impose blocking sanctions against individuals and entities who are determined to have materially contributed to the erosion of Hong

Kong’s autonomy.

The United States may impose the same tariffs and other trade restrictions on exports from Hong Kong that it places

on goods from mainland China.

These and other recent actions may represent an escalation in political and trade tensions involving the

U.S., China and Hong Kong, which could potentially harm our business.

revenue is susceptible to the ongoing incidents or factors which affect the stability of the social, economic and political conditions

in Hong Kong.

Any drastic events may adversely affect our Hong Kong operating subsidiary’s business operations.

Such adverse events

may include changes in economic conditions and regulatory environment, social and/or political conditions, civil disturbance or disobedience,

as well as significant natural disasters.

Given the relatively small geographical size of Hong Kong, any of such incidents may have a

widespread effect on our Hong Kong operating subsidiary’s business operations, which could in turn adversely and materially affect

our business, results of operations and financial condition.

It is difficult to predict the full impact of the HKAA on Hong Kong and

companies with operations in Hong Kong like us.

Furthermore, legislative or administrative actions in respect of China-U.S.

could cause investor uncertainty for affected issuers, including us, and the market price of our common stock could be adversely affected.

Related to Information Security and Technology

marketing programs, ecommerce initiatives and use of customer information are governed by an evolving set of laws and enforcement

trends and unfavorable changes in those laws or trends, or our failure to comply with existing or future laws, could substantially harm

our business and results of operations.

marketing programs, ecommerce initiatives and use of customer information are governed by an evolving set of laws and enforcement trends

and unfavorable changes in those laws or trends, or our failure to comply with existing or future laws, could substantially harm our

business and results of operations.

collect, process, maintain and use data, including sensitive information on individuals, available to us through online activities and

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international, federal or state levels, our compliance costs may increase, our ability to effectively engage customers via personalized

marketing may decrease, our investment in our ecommerce platform may not be fully realized, our opportunities for growth may

be curtailed by our compliance burden and our potential reputational harm or liability for security breaches may increase.

marketing may decrease, our investment in our ecommerce platform may not be fully realized, our opportunities for growth may be curtailed

by our compliance burden and our potential reputational harm or liability for security breaches may increase.

of our information technology systems or unexpected network interruption could disrupt our business.

of our customers shop with us through our ecommerce website.

Increasingly, customers are using tablets and smart phones to

shop online with us and with our competitors and to do comparison shopping.

We are increasingly using social media and proprietary

mobile apps to interact with our customers and as a means to enhance their shopping experience.

Any failure on our part to provide

attractive, effective, reliable, user-friendly ecommerce platforms that offer a wide assortment of merchandise with rapid

delivery options and that continually meet the changing expectations of online shoppers could place us at a competitive

disadvantage, result in the loss of ecommerce and other sales, harm our reputation with customers, have a material adverse

impact on the growth of our ecommerce business globally and could have a material adverse impact on our business and results

of operations.

Increasingly, customers are using tablets and smart phones to shop online

with us and with our competitors and to do comparison shopping.

We are increasingly using social media and proprietary mobile apps to

interact with our customers and as a means to enhance their shopping experience.

Any failure on our part to provide attractive, effective,

reliable, user-friendly ecommerce platforms that offer a wide assortment of merchandise with rapid delivery options and that continually

meet the changing expectations of online shoppers could place us at a competitive disadvantage, result in the loss of ecommerce and other

sales, harm our reputation with customers, have a material adverse impact on the growth of our ecommerce business globally and could

have a material adverse impact on our business and results of operations.

are increasingly dependent on information technology systems and third-parties to operate our ecommerce websites, process transactions,

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of our ecommerce site and for the various social media tools and websites we use as part of our marketing strategy.

Any attempted

or actual unauthorized disclosure of personally identifiable information regarding our employees, customers or website visitors could

harm our reputation and credibility, reduce our ecommerce sales, impair our ability to attract website visitors, reduce our ability

to attract and retain customers and could result in litigation against us or the imposition of significant fines or penalties.

may be targeted at us, our vendors or customers, or others who have entrusted us with information.

Our on-line activities, including

our ecommerce websites, also may be subject to denial of service or other forms of cyber-attacks.

While we have taken measures

we believe are reasonable to protect against those types of attacks, those measures may not adequately protect our on-line activities

from such attacks.

If a denial-of-service attack or other cyber event were to affect our ecommerce sites or other information

technology systems, our business could be disrupted, we may lose sales or valuable data, and our reputation may be adversely affected.

Additionally, new and evolving data protection legislation such as the GDPR impose new requirements such as shorter notification timeframes

that could increase the risks associated with data security breaches.

We have procedures and technology in place designed to safeguard

our customers’ debit and credit cards and our customers’ and employees’ other personal information, and we continue

to devote significant resources to network security, backup and disaster recovery, and other security measures.

Nevertheless, these security

measures cannot provide absolute security or guarantee that we will be successful in preventing or responding to every such breach or

Recently, data security breaches suffered by well-known companies and institutions have attracted a substantial amount of

media attention, prompting new foreign, federal, provincial and state laws and legislative proposals addressing data privacy and security,

as well as increased data protection obligations imposed on merchants by credit card issuers.

As a result, we may become subject to more

extensive requirements to protect the customer information that we process in connection with the purchase of our products, resulting

in increased compliance costs.

Actual or anticipated attacks may cause us to incur increasing costs including costs to deploy additional

personnel and protection technologies, train employees and engage third party experts and consultants.

Advances in computer capabilities,

new technological discoveries or other developments may result in the technology used by us to protect transaction or other data being

breached or compromised.

Measures we implement to protect against cyber-attacks may also have the potential to impact our customers’

shopping experience or decrease activity on our websites by making them more difficult to use.

Data and security breaches can also occur

as a result of non-technical issues including intentional or inadvertent breach by employees or persons with whom we have commercial

relationships that result in the unauthorized release of personal or confidential information.

Any compromise or breach of our security

could result in a violation of applicable privacy and other laws, significant legal and financial exposure and damage to our brand and

reputation or other harm to our business.

Any attempted or

actual unauthorized disclosure of personally identifiable information regarding our employees, customers or website visitors could harm

our reputation and credibility, reduce our ecommerce sales, impair our ability to attract website visitors, reduce our ability to attract

and retain customers and could result in litigation against us or the imposition of significant fines or penalties.

Attacks may be targeted

at us, our vendors or customers, or others who have entrusted us with information.

Our on-line activities, including our ecommerce websites,

also may be subject to denial of service or other forms of cyber-attacks.

While we have taken measures we believe are reasonable to protect

against those types of attacks, those measures may not adequately protect our on-line activities from such attacks.

If a denial-of-service

attack or other cyber event were to affect our ecommerce sites or other information technology systems, our business could be disrupted,

we may lose sales or valuable data, and our reputation may be adversely affected.

Additionally, new and evolving data protection legislation

such as the GDPR impose new requirements such as shorter notification timeframes that could increase the risks associated with data security

We have procedures and technology in place designed to safeguard our customers’ debit and credit cards and our customers’

and employees’ other personal information, and we continue to devote significant resources to network security, backup and disaster

recovery, and other security measures.

Nevertheless, these security measures cannot provide absolute security or guarantee that we will

be successful in preventing or responding to every such breach or disruption.

Recently, data security breaches suffered by well-known

companies and institutions have attracted a substantial amount of media attention, prompting new foreign, federal, provincial and state

laws and legislative proposals addressing data privacy and security, as well as increased data protection obligations imposed on merchants

by credit card issuers.

As a result, we may become subject to more extensive requirements to protect the customer information that we

process in connection with the purchase of our products, resulting in increased compliance costs.

Actual or anticipated attacks may cause

us to incur increasing costs including costs to deploy additional personnel and protection technologies, train employees and engage third

party experts and consultants.

Advances in computer capabilities, new technological discoveries or other developments may result in the

technology used by us to protect transaction or other data being breached or compromised.

Measures we implement to protect against cyber-attacks

may also have the potential to impact our customers’ shopping experience or decrease activity on our websites by making them more

difficult to use.

Data and security breaches can also occur as a result of non-technical issues including intentional or inadvertent

breach by employees or persons with whom we have commercial relationships that result in the unauthorized release of personal or confidential

Any compromise or breach of our security could result in a violation of applicable privacy and other laws, significant legal

and financial exposure and damage to our brand and reputation or other harm to our business.

Related to Environmental, Social and Governance Issues

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Related to Global Economic, Political and Regulatory Conditions

financial results and ability to grow our business may be negatively impacted by global events beyond our control.

We operate distribution and warehousing

facilities and offices around the world and substantially all of our manufacturers are located outside of the United States.

We are subject

to numerous risks and global events beyond our control which could negatively impact consumer spending or our own operations or operations

of our customers or business partners, and therefore our results of operations, including:

changes in diplomatic and trade relationships,

trade policy or actions of foreign or U.S.

governmental authorities impacting trade and foreign investment;

military conflict;

political or labor unrest;

public health crises, disease epidemics or pandemics;

natural disasters and extreme weather conditions,

which may increase in frequency and severity due to climate change;

economic instability resulting in the disruption of trade from foreign

the imposition of new laws, regulations and rules, including those relating to sustainability and climate change, data privacy,

labor conditions, minimum wage, quality and safety standards and disease epidemics or other public health concerns;

and changes in local

economic conditions in countries where our stores, customers, manufacturers and suppliers are located.

These risks could hamper our

ability to sell products, negatively affect the ability of our manufacturers to produce or deliver our products or procure materials

and increase our cost of doing business generally, any of which could have an adverse effect on our results of operations, profitability,

cash flows and financial condition.

In the event that one or more of these factors make it undesirable or impractical for us to conduct

business in a particular country, our business could be adversely affected.

economic recession, depression, downturn or economic or political uncertainty in our key markets may adversely affect consumer discretionary

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spending on discretionary items include general economic conditions (particularly those in North America), high levels of unemployment,

health pandemics (such as the impact of the current COVID-19 pandemic, including reduced store traffic and widespread temporary closures

of retail locations), higher consumer debt levels, reductions in net worth based on market declines and uncertainty, home foreclosures

and reductions in home values, fluctuating interest and foreign currency rates and credit availability, government austerity measures,

fluctuating fuel and other energy costs, fluctuating commodity prices, tax rates and general uncertainty regarding the overall future

economic environment.

To date, COVID-19 and related restrictions and mitigation measures have negatively impacted the global economy

and created significant volatility and disruption of financial markets.

Political unrest could also negatively impact our customers and

employees, reduce consumer spending and adversely impact our business and results of operations.

As global economic conditions continue

to be volatile or economic uncertainty remains, trends in consumer discretionary spending also remain unpredictable and subject to reductions

due to credit constraints and uncertainties about the future.

Unfavorable economic conditions may lead consumers to delay or reduce purchases

of our products.

Consumer demand for our products may not reach our targets, or may decline, when there is an economic downturn or economic

uncertainty in our key markets, particularly in North America.

China is a target growth market for us, although consumer demand for our

products there may also be impacted by unfavorable economic conditions in China.

Our sensitivity to economic cycles and any related fluctuation

in consumer demand may have a material adverse effect on our financial condition.

may be unable to source and sell our merchandise profitably or at all if new trade restrictions are imposed or existing restrictions

become more burdensome.

countries in which our products are produced or sold have imposed and may impose additional quotas, duties, tariffs or other restrictions

or regulations, or may adversely adjust prevailing quota, duty or tariff levels.

The results of any audits or related disputes regarding

these restrictions or regulations could have an adverse effect on our consolidated financial statements for the period or periods for

which the applicable final determinations are made.

Countries impose, modify and remove tariffs and other trade restrictions in response

to a diverse array of factors, including global and national economic and political conditions, which make it impossible for us to predict

future developments regarding tariffs and other trade restrictions.

Trade restrictions, including tariffs, quotas, embargoes, safeguards

and customs restrictions, could increase the cost or reduce the supply of products available to us, could increase shipping times or

may require us to modify our supply chain organization or other current business practices, any of which could harm our business, financial

condition and results of operations.

are dependent on international trade agreements and regulations.

Adverse changes in, or withdrawal from, trade agreements or political

relationships between the United States and the PRC, Canada or other countries where we sell or source our products, could negatively

impact our results of operations or cash flows.

Any tariffs imposed between the United States and the PRC could increase the costs of

our products.

General geopolitical instability and the responses to it, such as the possibility of sanctions, trade restrictions and

changes in tariffs, including recent sanctions against the PRC, tariffs imposed by the United States and the PRC and the possibility

of additional tariffs or other trade restrictions between the United States and Mexico, could adversely impact our business.

It is possible

that further tariffs may be introduced or increased.

Such changes could adversely impact our business and could increase the costs of

sourcing our products from the PRC or could require us to source more of our products from other countries.

could be changes in economic conditions in the United Kingdom or European Union (“EU”), including due to the United Kingdom’s

withdrawal from the EU, foreign exchange rates and consumer markets.

Our business could be adversely affected by these changes, including

by additional duties on the importation of our products into the United Kingdom from the EU and as a result of shipping delays or congestion.

health pandemics, higher consumer debt levels, reductions in net worth based on market declines and uncertainty, home foreclosures and

reductions in home values, fluctuating interest and foreign currency rates and credit availability, government austerity measures, fluctuating

fuel and other energy costs, fluctuating commodity prices, tax rates and general uncertainty regarding the overall future economic environment.

Political unrest could also negatively impact our customers and employees, reduce consumer spending and adversely impact our business

and results of operations.

As global economic conditions continue to be volatile or economic uncertainty remains, trends in consumer

discretionary spending also remain unpredictable and subject to reductions due to credit constraints and uncertainties about the future.

Unfavorable economic conditions may lead consumers to delay or reduce purchases of our products.

Consumer demand for our products may

not reach our targets, or may decline, when there is an economic downturn or economic uncertainty in our key markets, particularly in

North America.

China is a target growth market for us, although consumer demand for our products there may also be impacted by unfavorable

economic conditions in China.

Our sensitivity to economic cycles and any related fluctuation in consumer demand may have a material adverse

effect on our financial condition.

in tax laws or unanticipated tax liabilities could adversely affect our effective income tax rate and profitability.

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and other claims related to our business.

For example, on December 20, 2023, Aspen Skiing Company, LLC filed a complaint against the

Company in the United Stated District Court for the District of Colorado, alleging, among other things, trademark infringement, false

association, false endorsement, unfair competition and deceptive trade practices by the Company.

See Note 17 of the Notes to Consolidated

Financial Statements included elsewhere in this Annual Report.

See Note 14 of the Notes to Consolidated Financial Statements included elsewhere in this Annual

have in the past and may become involved in legal proceedings or audits, including government and agency investigations, and consumer,

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These provisions:

a 66 and 2/3% stockholder vote to remove directors, who may only be removed for cause;

our board of directors to issue “blank check” preferred stock and to determine the rights and preferences of those shares,

which may be senior to our common stock, without prior stockholder approval;

advance notice requirements for nominating directors and proposing matters to be voted on by stockholders at stockholders’

our stockholders from calling a special meeting and prohibit stockholders from acting by written consent;

a 66 and 2/3% stockholder vote to effect certain amendments to our certificate of incorporation and bylaws;

cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates.

require a 66 and 2/3% stockholder

vote to remove directors, who may only be removed for cause;

authorize our board of

directors to issue “blank check” preferred stock and to determine the rights and preferences of those shares, which may

be senior to our common stock, without prior stockholder approval;

establish advance notice

requirements for nominating directors and proposing matters to be voted on by stockholders at stockholders’ meetings;

prohibit our stockholders

from calling a special meeting and prohibit stockholders from acting by written consent;

require a 66 and 2/3% stockholder

vote to effect certain amendments to our certificate of incorporation and bylaws;

prohibit cumulative voting

in the election of directors, which limits the ability of minority stockholders to elect director candidates.

provisions could discourage, delay or prevent a transaction involving a change in control.

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non-convertible debt in a three-year period or (iv) February 7, 2029.

If we are unable to implement and maintain effective internal control over financial

reporting investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common

stock may be negatively affected.

we are unable to implement and maintain effective internal control over financial reporting investors may lose confidence in the accuracy

and completeness of our financial reports and the market price of our common stock may be negatively affected.

a public company, we will be required to maintain internal control over financial reporting for the year ending March 31, 2025 and to

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provided to an emerging growth company, as defined by the Jumpstart Our Business Startups Act.

If we have a material

weakness in our internal control over financial reporting, we may not detect errors on a timely basis and our consolidated financial

statements may be materially misstated.

If we identify material weaknesses

in our internal control over financial reporting, if we are unable to comply with the requirements of Section 404 of the Sarbanes-Oxley

Act in a timely manner, if we are unable to assert that our internal control over financial reporting are effective, or if our independent

registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting,

if and when required, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of

our common stock could be negatively affected, and we could become subject to investigations by the stock exchange on which our securities

are listed, the SEC, or other regulatory authorities, which could require additional financial and management resources.

we do not anticipate paying any cash dividends on our capital stock in the foreseeable future, capital appreciation of our common stock,

If we have a material weakness in our

internal control over financial reporting, we may not detect errors on a timely basis and our consolidated financial statements may be

materially misstated.

If we identify material weaknesses in our internal control over financial reporting, if we are unable to comply

with the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner, if we are unable to assert that our internal control

over financial reporting are effective, or if our independent registered public accounting firm is unable to express an opinion as to

the effectiveness of our internal control over financial reporting, if and when required, investors may lose confidence in the accuracy

and completeness of our financial reports and the market price of our common stock could be negatively affected, and we could become

subject to investigations by the stock exchange on which our securities are listed, the SEC, or other regulatory authorities, which could

require additional financial and management resources.

we do not anticipate paying any cash dividends on our common stock in the foreseeable future, capital appreciation of our common stock,

if any, will be your sole source of gain.

have never declared or paid cash dividends on our capital stock.

have never declared or paid cash dividends on our common stock.

We currently intend to retain all of our future earnings, if any, to

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alongside the continuance of our existing financing arrangements, and the automatic conversion of the outstanding balance of the Notes

upon the closing of the initial public offering will be sufficient to fund our operations for at least the next 12 months, excluding financing to support production (i.e.

upon the closing of the initial public offering will be sufficient to fund our operations for at least the next 12 months, excluding

financing to support production (i.e.

timing of working capital).

our operating plan may change, and our assumptions may prove to be wrong, as a result of many factors currently unknown to us, and we

could use our available capital resources sooner than we expect.

We may need to seek additional funds sooner than planned, through public

or private equity or debt financings or other third-party funding or a combination of these approaches.

Even if we believe we have sufficient

funds for our current or future operating plans, we may seek additional capital if market conditions are favorable or based upon specific

strategic considerations.

However, our operating plan may change, and our assumptions may prove

to be wrong, as a result of many factors currently unknown to us, and we could use our available capital resources sooner than we expect.

We may need to seek additional funds sooner than planned, through public or private equity or debt financings or other third-party funding

or a combination of these approaches.

Even if we believe we have sufficient funds for our current or future operating plans, we may seek

additional capital if market conditions are favorable or based upon specific strategic considerations.

additional capital-raising efforts may divert our management’s attention from the operation of our business.

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other employees and service providers.

As of June 26, 2024, there were 1,705,207 shares of common stock reserved for issuance

in connection with outstanding awards granted under the 2021 Plan and 2,519,750 shares of common stock were available for future

issuance under the 2021 Plan.

Future equity incentive grants and issuances of common stock under awards outstanding under the 2021 Plan

may result in dilution to our stockholders.

As of June 30, 2025, there were 31,083,694 shares of common stock reserved for issuance in connection

with outstanding awards granted under the 2021 Plan and 2,527,944 shares of common stock were available for future issuance under

the 2021 Plan.

Future equity incentive grants and issuances of common stock under awards outstanding under the 2021 Plan may result in

dilution to our stockholders.

will incur increased costs as a result of being a public company.

will face increased legal, accounting, administrative and other costs and expenses as a public company that we did not incur as a private

In addition, costs have been incurred in the years ended March 31, 2024 and 2023 in preparation of becoming a public company.

The Sarbanes-Oxley Act, including the requirements of Section 404, as well as new rules and regulations subsequently implemented by the

SEC and the Public Company Accounting Oversight Board impose additional reporting and other obligations on public companies.

that compliance with these public company requirements will increase our costs and make some activities more time-consuming.

of those requirements will require us to carry out activities we have not done previously.

For example, we will adopt new internal controls

and disclosure controls and procedures.

In addition, we will incur additional expense associated with our SEC reporting requirements.

Furthermore, if we identify an issue in complying with those requirements (for example, if we or our accountants identify a material

weakness or significant deficiency in our internal control over financial reporting), we could incur additional costs rectifying those

issues, and the existence of those issues could adversely affect us, our reputation or investor perceptions of us.

We also expect that

it will be difficult and expensive to obtain director officer liability insurance, and we may be required to accept reduced policy limits

and coverage or incur substantially higher costs to obtain the same or similar coverage.

As a result, it may be more difficult for us

to attract and train qualified people to serve on our board of directors or as executive officers.

Advocacy efforts by stockholders and

third parties may also prompt even more changes in corporate governance and reporting requirements.

We expect that the additional reporting

and other obligations imposed on us by these rules and regulations will increase our legal and financial compliance costs and administrative

will face increased legal, accounting, administrative and other costs and expenses as a public company that we did not incur as a

private company.

The Sarbanes-Oxley Act, including the requirements of Section 404, as well as new rules and regulations

subsequently implemented by the SEC and the Public Company Accounting Oversight Board impose additional reporting and other

obligations on public companies.

We expect that compliance with these public company requirements will increase our costs and make

some activities more time-consuming.

A number of those requirements will require us to carry out activities we have not done

For example, we will adopt new internal controls and disclosure controls and procedures.

In addition, we will incur

additional expense associated with our SEC reporting requirements.

Furthermore, if we identify an issue in complying with those

requirements (for example, if we or our accountants identify a material weakness or significant deficiency in our internal control

over financial reporting), we could incur additional costs rectifying those issues, and the existence of those issues could

adversely affect us, our reputation or investor perceptions of us.

We also expect that it will be difficult and expensive to obtain

director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially

higher costs to obtain the same or similar coverage.

As a result, it may be more difficult for us to attract and train qualified

people to serve on our board of directors or as executive officers.

Advocacy efforts by stockholders and third parties may also

prompt even more changes in corporate governance and reporting requirements.

We expect that the additional reporting and other

obligations imposed on us by these rules and regulations will increase our legal and financial compliance costs and administrative

fees significantly.

These increased costs will require us to divert a significant amount of money that we could otherwise use to expand

our business and achieve our strategic objectives.

These increased costs will require us to divert a significant amount of money that we could otherwise use to

expand our business and achieve our strategic objectives.

securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they

9 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors