Filing Details
- Accession Number:
- 0001753926-25-000661
- Form Type:
- 13G Filing
- Publication Date:
- 2025-04-20 20:00:00
- Filed By:
- Reeve Benaron
- Company:
- Perfect Moment Ltd.
- Filing Date:
- 2025-04-21
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Beneficially Owned Number of Shares | Beneficially Owned Number of Aggregate Shares | Percent of Class |
|---|---|---|---|
| Reeve Benaron | 0 | 4,851,995 | 24.56% |
| Kahala19 LLC | 0 | 4,851,995 | 24.56% |
| Vantage 19 LLC | 0 | 4,851,995 | 24.56% |
Filing
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)
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Perfect Moment Ltd. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
713715100 (CUSIP Number) |
04/02/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
|
| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 713715100 |
| 1 | Names of Reporting Persons
Reeve Benaron | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,851,995.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
24.56 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Aggregate Amount Beneficially Owned includes 3,990,000 shares of common stock held directly by Kahala19 LLC and 861,995 shares of common stock issuable upon conversion the Series AA Preferred Stock (the "Preferred Shares"). 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. Percent of class is based on approximately 19,756,745 shares of Common Stock of Perfect Moment Ltd. ("Issuer") deemed outstanding that includes (i) 18,894,750 shares outstanding as of April 2, 2025 and (ii). 861,995 shares of common stock issuable on conversion of the Preferred Shares held by Kahala19 LLC.
SCHEDULE 13G
|
| CUSIP No. | 713715100 |
| 1 | Names of Reporting Persons
Kahala19 LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
WYOMING
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,851,995.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
24.56 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Kahala19 LLC ("Kahala19") directly holds 3,990,000 shares of common stock and 172,399 Preferred Shares. The Preferred Shares have no expiration date and are convertible, at holder's option, at any time without payment of additional consideration into 861,995 shares of common stock. Issuer has the right to force automatic conversion of the Preferred Shares after the date which is 6 months after the Original Issue Date if the Closing Sales Price of the common shares 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 accord with the Certificate of Designations filed with the Delaware Secretary of State on March 28, 2025. Percent of class is based on 19,756,745 shares of common stock of Issuer deemed outstanding that includes (i) 18,894,750 shares of common stock outstanding as of April 2, 2025 and (ii) 861,995 shares of common stock issuable on conversion of the Preferred Shares held by Kahala19 LLC.
SCHEDULE 13G
|
| CUSIP No. | 713715100 |
| 1 | Names of Reporting Persons
Vantage 19 LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
INDIANA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,851,995.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
24.56 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Vantage19 LLC is the manager of Kahala19 ("Manager") and therefore, may be deemed to beneficially own the securities of Issuer held by Kahala19. Kahala19 directly holds 3,990,000 shares of common stock and 172,399 Preferred Shares convertible, at holder's option, at any time without payment of additional consideration into 861,995 shares of common stock of the Issuer. Issuer has the right to force automatic conversion of the Preferred Shares after the date which is 6 months after the Original Issue Date if the Closing Sales Price of the common shares 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 accord with the Certificate of Designations filed with the Delaware Secretary of State on March 28, 2025. Manager has vested sole management authority and power in Reeve Benaron. Percent of class is based on 19,756,745 shares of Common Stock of Issuer deemed outstanding that includes (i) 18,894,750 shares of common stock outstanding as of April 2, 2025 and (ii) 861,995 shares of common stock issuable on conversion of the Preferred Shares.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Perfect Moment Ltd. | |
| (b) | Address of issuer's principal executive offices:
244 Fifth Avenue, Suite 1219, New York, NY 10001 | |
| Item 2. | ||
| (a) | Name of person filing:
Reeve Benaron,
Kahala19 LLC,
Vantage19 LLC | |
| (b) | Address or principal business office or, if none, residence:
Reeve Benaron, 11550 N Meridian St, Suite 125, Carmel, IN, 46032
Kahala19 LLC, 11550 N Meridian Street, Suite 125, Carmel, IN 46032
Vantage19 LLC, 11550 N Meridian St, Suite 125, Carmel, IN, 46032 | |
| (c) | Citizenship:
Reeve Benaron is a U.S. citizen. Kahala19 LLC is a Wyoming limited liability company. Vantage19 LLC is an Indiana limited liability company. | |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
713715100 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information required by this Item 4(a) is set forth in Row (9) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The Reporting Persons' ownership of the Issuer's securities consists of 3,990,000 shares of common stock and 172,399 Preferred Shares convertible into 861,995 shares of common stock of the Issuer. | |
| (b) | Percent of class:
The information required by this Item 4(b) is set forth in Row (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The percentage set forth in Row 11 of each Reporting Person's cover page is based upon 19,756,745 shares of Common Stock deemed outstanding that includes (i) 18,894,750 shares outstanding as of April 2, 2025 and (ii) 861,995 shares of common stock issuable on conversion of the Preferred Shares held by Kahala19 LLC. | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
The information required by this Item 4(c)(i) is set forth in Row (5) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. | ||
| (ii) Shared power to vote or to direct the vote:
The information required by this Item 4(c)(ii) is set forth in Row (6) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. | ||
| (iii) Sole power to dispose or to direct the disposition of:
The information required by this Item 4(c)(iii) is set forth in Row (7) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. | ||
| (iv) Shared power to dispose or to direct the disposition of:
The information required by this Item 4(c)(iv) is set forth in Row (8) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, 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. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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