SCHEDULE 13G: Reeve Benaron and Affiliates Disclose Over 5% Passive Stake in Perfect Moment Ltd.

Reeve Benaron, along with Kahala19 LLC and Vantage19 LLC, has disclosed a passive beneficial ownership of 5.23% in Perfect Moment Ltd.'s common stock.

Summary

• Reeve Benaron, Kahala19 LLC, and Vantage19 LLC have each reported beneficial ownership of 850,000 shares of Perfect Moment Ltd. common stock.
• This aggregate amount represents 5.23% of the Issuer's outstanding common stock.
• The percentage is based on 16,292,889 shares of Common Stock outstanding as of December 16, 2024.
• Reeve Benaron holds sole voting and dispositive power over the 850,000 shares, but disclaims beneficial ownership except to the extent of his pecuniary interest.
• Kahala19 LLC directly holds the reported securities and also holds a secured convertible promissory note in the principal amount of $2 million, initially convertible into 2.3 million shares of Issuer's common stock.
• Aggregate ownership of Issuer's common stock by Kahala19 LLC is subject to a 4.99% limit at any one time.
• Vantage19 LLC is the manager of Kahala19 LLC and may be deemed to beneficially own the securities held by Kahala19 LLC, with management authority vested in Reeve Benaron.
• The filing is a Schedule 13G, indicating a passive investment intent, not for the purpose of changing or influencing control of the issuer.

Sentiment

Score: 6

Explanation: The disclosure of a significant passive stake by a new investor group is generally a neutral to slightly positive signal, indicating investor interest and confidence. The presence of a convertible note also suggests a structured investment.

Positives

• A significant passive stake of 5.23% by Reeve Benaron and affiliated entities indicates investor confidence in Perfect Moment Ltd.
• The presence of a secured convertible promissory note held by Kahala19 LLC suggests a structured investment with potential for future equity conversion.

Negatives

• The 4.99% conversion limit on the secured convertible promissory note held by Kahala19 LLC restricts the immediate full conversion of the 2.3 million potential shares, potentially limiting upside from the note in the short term.

Risks

• The 4.99% beneficial ownership limit on the convertible promissory note held by Kahala19 LLC could restrict the investor's ability to fully convert the note into common stock if it would exceed this threshold, potentially impacting the liquidity or value of the note.
• Reeve Benaron disclaims beneficial ownership except to the extent of his pecuniary interest, which could imply a complex ownership structure or limited direct financial exposure beyond his specific interest.

Future Outlook

Kahala19 LLC holds a secured convertible promissory note that is initially convertible into 2.3 million shares of Perfect Moment Ltd.'s common stock at maturity, subject to a 4.99% beneficial ownership limit at any one time. This indicates a potential future increase in Kahala19 LLC's equity stake.

Management Comments

• Reeve Benaron disclaims beneficial ownership of such securities except to the extent of his pecuniary interest, if any, therein.

Industry Context

NA

Related Party Transactions

• Reeve Benaron is the individual reporting person who also has management authority over Vantage19 LLC, which is the manager of Kahala19 LLC. This establishes a clear relationship between the three reporting entities in their beneficial ownership of Perfect Moment Ltd. securities.

Stakeholder Impact

• Shareholders may view the entry of a new 5%+ passive investor as a positive sign of external confidence in the company's prospects.
• The existence of a convertible note could imply future dilution for existing shareholders if converted, although it also represents a past capital infusion.

Key Dates

Keywords

Perfect Moment Ltd., Schedule 13G, Beneficial Ownership, Reeve Benaron, Kahala19 LLC, Vantage19 LLC, Common Stock, Passive Investment, Convertible Promissory Note, SEC Filing