New insider Benaron Reeve claimed ownership of 3,990,000 shares (SEC Form 3)
$PMNT
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 04/02/2025 |
3. Issuer Name and Ticker or Trading Symbol
Perfect Moment Ltd. [ PMNT ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 3,990,000 | I | See footnote(1) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series AA Preferred Stock | (2) | (2) | Common Stock | 861,995 | (2) | I | See footnote(1) |
| Explanation of Responses: |
| 1. Kahala 19 LLC ("Kahala 19") directly holds the securities reported herein. Kahala 19 is managed by Vantage 19 LLC. Reeve Benaron is the sole manager of Vantage 19 LLC and has ultimate voting and dispositive control over the securities held by Kahala 19 LLC. |
| 2. Reporting Person is the beneficial holder of 172,399 shares of Series AA Preferred Stock which has no expiration date and is 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 Series AA Preferred Stock 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. |
| /s/ Reeve Benaron | 04/09/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||