SCHEDULE 13G/A: Major Shareholder Discloses Significant Stake in Perfect Moment Ltd.

Reeve Benaron and affiliated entities, Kahala19 LLC and Vantage19 LLC, have disclosed a combined beneficial ownership of 24.56% in Perfect Moment Ltd., including common stock and convertible preferred shares.

Summary

• Reeve Benaron, Kahala19 LLC, and Vantage19 LLC are the reporting persons in this Schedule 13G filing for Perfect Moment Ltd.
• The aggregate beneficial ownership held by these reporting persons is 4,851,995 shares of Perfect Moment Ltd. common stock.
• This ownership represents 24.56% of the company's common stock.
• The ownership includes 3,990,000 shares of common stock held directly by Kahala19 LLC.
• It also includes 861,995 shares of common stock issuable upon conversion of 172,399 Series AA Preferred Stock held by Kahala19 LLC.
• The percentage of class is calculated based on 19,756,745 shares of common stock deemed outstanding, which comprises 18,894,750 shares outstanding as of April 2, 2025, and the 861,995 convertible preferred shares.
• Reeve Benaron holds sole voting and dispositive power over all reported securities, though he disclaims beneficial ownership except to the extent of his pecuniary interest.
• The securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing the control of the issuer.

Sentiment

Score: 5

Explanation: The document is a standard beneficial ownership disclosure (Schedule 13G) and does not contain information that would inherently indicate positive or negative sentiment regarding the company's performance or prospects. It simply reports a significant ownership stake.

Positives

• Significant beneficial ownership by a key individual (Reeve Benaron) and associated entities, indicating a vested interest in the company's performance.
• The shares are explicitly stated to be held in the ordinary course of business and not for the purpose of changing or influencing control, suggesting stability in the ownership structure.

Future Outlook

The Issuer has the right to force automatic conversion of the Series AA Preferred Shares after 6 months from the Original Issue Date if the common shares' closing sales price equals or exceeds 200% of the Original Issue Price and the average trading volume exceeds 200,000 shares for at least 20 trading days, in accordance with the Certificate of Designations filed on March 28, 2025.

Management Comments

• "Reeve Benaron has sole voting and dispositive power over all securities of Issuer reported herein but disclaims beneficial ownership of such securities except to the extent of his pecuniary interest, if any, therein."
• "The securities referred to above were acquired and are held in the ordinary course of business and 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

NA

Corporate Governance

Stakeholder Impact

• Shareholders: Provides transparency regarding a significant ownership stake and the potential for future dilution if the convertible preferred shares are converted into common stock.
• Management: Confirms a large, passive shareholder base, which can contribute to stability in corporate governance.

Next Steps

• Potential for automatic conversion of Series AA Preferred Stock into common shares if specific price and volume conditions are met after 6 months from the Original Issue Date.

Key Dates

Keywords

SEC filing, Schedule 13G, beneficial ownership, Perfect Moment Ltd., common stock, preferred stock, Reeve Benaron, Kahala19 LLC, Vantage19 LLC, equity stake