| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
PERFECT MOMENT LTD. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
713715100 (CUSIP Number) |
12/31/2024 (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) |
 Rule
13d-1(d) |
SCHEDULE 13G |
| 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 850,000.00 | ||||||||
| 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) 5.23 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
(1) 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. (2) Percent of class is based on. 16,292,889 shares of Common Stock of Perfect Moment Ltd. ("Issuer") outstanding as of December 16, 2024.
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 850,000.00 | ||||||||
| 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) 5.23 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
(1) Kahala19 LLC ("Kahala19") directly holds the securities reported herein. In addition, Kahala19 holds a secured convertible promissory note in the principal amount of $2 million, which at maturity is initially convertible into 2.3 million shares of Issuer's common stock. Aggregate ownership of Issuer's common stock by Kahala19 is subject to a 4.99% limit at any one time. (2) Percent of class is based on 16,292,889 shares of Common Stock of Issuer outstanding as of December 16, 2024.
SCHEDULE 13G |
| CUSIP No. | 713715100 |
| 1 | Names of Reporting Persons Vantage19 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 850,000.00 | ||||||||
| 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) 5.23 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
(1) Vantage19 LLC is the manager of Kahala19 ("Manager") and therefore, may be deemed to beneficially own the securities of Issuer held by Kahala19. Manager has vested all management authority and power in Reeve Benaron. Aggregate ownership of Issuer's common stock by Kahala19 is subject to a 4.99% limit at any one time. (2) Percent of class is based on 16,292,889 shares of Common Stock of Issuer outstanding as of December 16, 2024.
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); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (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); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (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); | |
| (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. | |
| (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. % | |
| (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
| ||
| 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
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| 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. |
|
|
|
|
|
|