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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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Perfect Moment Ltd. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
713715100 (CUSIP Number) |
08/27/2025 (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)
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 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
X3 Higher Moment Fund LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,172,858.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: 1. Shared voting and dispositive power includes an aggregate 3,204,908 shares of Common Stock (as defined herein) to be issued upon the exercise of the Warrants (as defined herein) beneficially owned by the Reporting Person, subject to the Blocker (as defined herein).
2. Percent of class is calculated based off of a total number of outstanding shares of common stock as of August 27, 2025 of 32,049,075, as provided by the Issuer to the Reporting Person.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Perfect Moment Ltd. | |
| (b) | Address of issuer's principal executive offices:
244 5th Ave, Ste 1219, New York, NY, 10001 | |
| Item 2. | ||
| (a) | Name of person filing:
X3 Higher Moment Fund LLC | |
| (b) | Address or principal business office or, if none, residence:
c/o X Cubed Capital Management, LLC
3033 Excelsior Boulevard, Ste. 343
Minneapolis, MN 55416 | |
| (c) | Citizenship:
DE | |
| (d) | Title of class of securities:
Common Stock | |
| (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);
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| (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).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The Reporting Person is deemed to be the beneficial owner of 3,172,858 shares of the issuer's common stock ("Common Stock"), as a result of its ownership of (i) 3,172,858 shares of Common Stock, and (ii) warrants (the "Warrants") to purchase up to 3,204,908 shares of Common Stock at an exercise price of $0.46822 per share, but subject to the Blocker (as defined herein). The Warrants are subject to a blocker which prevents the holder from exercising the Warrants to the extent that, upon such exercise, the holder would beneficially own in excess of 9.9% of the Common Stock outstanding as a result of the exercise (the "Blocker").
As of August 27, 2025, the Reporting person is deemed to beneficially own 9.9% of the Issuer's outstanding shares of Common Stock. Percent of class is calculated based on 32,049,075 shares of Common Stock outstanding as of such date as provided by the Issuer, subject to the Blocker. | |
| (b) | Percent of class:
9.9% | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
0 | ||
| (ii) Shared power to vote or to direct the vote:
3,172,858 | ||
| (iii) Sole power to dispose or to direct the disposition of:
0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
3,172,858 | ||
| 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 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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