SCHEDULE 13G/A: Brio Capital Master Fund Discloses 4.99% Passive Stake in Peraso Inc.

Brio Capital Master Fund Ltd. and Brio Capital Management LLC have jointly reported a 4.99% passive beneficial ownership stake in Peraso Inc.'s common stock as of November 8, 2024.

Summary

• Brio Capital Master Fund Ltd. and Brio Capital Management LLC (collectively, 'Reporting Persons') have filed an Amendment No. 1 to Schedule 13G, disclosing their beneficial ownership in Peraso Inc.
• As of November 8, 2024, the Reporting Persons collectively beneficially own 195,527 shares of Peraso Inc. common stock.
• This ownership represents 4.99% of Peraso Inc.'s outstanding common stock.
• The percentage calculation is based on 3,918,384 shares of common stock outstanding as of November 8, 2024, as reported in a company prospectus filing dated December 10, 2024.
• The reported beneficial ownership explicitly excludes additional shares issuable upon exercise of Series A, B, C, and D Warrants, as these warrants are not exercisable if the holder would beneficially own in excess of 4.99% of the outstanding shares.
• Brio Capital Management LLC acts as the investment manager for Brio Capital Master Fund Ltd., with Shaye Hirsch, its Managing Member, making voting and investment decisions.
• The Reporting Persons certify that the securities were not acquired and are not held for the purpose of changing or influencing control of Peraso Inc.

Sentiment

Score: 6

Explanation: The filing indicates a significant passive institutional investment, which is generally positive as it signals confidence. However, it provides no operational or financial performance details of the company itself, limiting a higher score.

Positives

• A significant institutional investor, Brio Capital Master Fund Ltd., holds a substantial passive stake (4.99%) in Peraso Inc., indicating institutional interest and potential confidence in the company.
• The investor's stated intent to remain a passive investor (by limiting warrant exercise to stay below 5% ownership) suggests a non-activist, potentially long-term investment approach.

Future Outlook

This Schedule 13G filing is a disclosure of current beneficial ownership and does not contain forward-looking statements or guidance from Peraso Inc. or the Reporting Persons regarding the company's future performance or strategic outlook, beyond the Reporting Persons' stated intent to remain passive investors.

Management Comments

• "Brio Capital Management LLC, is the investment manager of Brio Capital Master Fund Ltd. and has the voting and investment discretion over securities held by Brio Capital Master Fund Ltd."
• "Shaye Hirsch, in his capacity as Managing Member of Brio Capital Management LLC, makes voting and investment decisions on behalf of Brio Capital Management LLC in its capacity as the investment manager of Brio Capital Master Fund Ltd."
• "Each Reporting Person expressly declares that neither the filing of this statement nor anything herein shall be construed as an admission that such Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement."
• "By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11."

Industry Context

This filing is a standard regulatory disclosure of an institutional investor's passive stake and does not provide specific insights into Peraso Inc.'s industry trends or competitive landscape. It primarily indicates an institutional investor's confidence or interest in the company within its sector.

Comparison to Industry Standards

• This document is a beneficial ownership filing and does not contain financial results or operational data for Peraso Inc. that would allow for a comparison to industry standards or specific comparable companies/projects. It solely details the ownership position of Brio Capital Master Fund Ltd. in Peraso Inc.

Stakeholder Impact

• Shareholders: Provides transparency regarding a significant institutional investor's passive stake, which may be viewed positively as a vote of confidence.
• Management: Awareness of a large passive shareholder, though without intent to influence control.

Next Steps

• The Reporting Persons will continue to monitor their investment in Peraso Inc. and may file further amendments to Schedule 13G if their beneficial ownership changes significantly (e.g., crosses a 1% threshold or exceeds 10%).
• Peraso Inc. will continue its regular SEC reporting as required.

Key Dates

Keywords

Peraso Inc., Brio Capital Master Fund, Brio Capital Management, Schedule 13G, Beneficial Ownership, Common Stock, SEC Filing, Institutional Investor, Passive Investment, Warrants