Schedule 13G: X3 Discloses 3.17M Shares and Warrants in PMNT

Rhea-AI Filing Summary

X3 Higher Moment Fund LLC reported beneficial ownership of 3,172,858 shares of Perfect Moment Ltd. common stock, representing 9.9% of the outstanding class based on 32,049,075 shares provided by the issuer as of August 27, 2025. The reported position reflects ownership of 3,172,858 shares and warrants to purchase up to 3,204,908 shares at $0.46822 per share, although those warrants are subject to a blocker that prevents exercise to the extent it would cause ownership to exceed 9.9%.

The filing indicates the position is held with shared voting and dispositive power and the Reporting Person certified the holding is not intended to change or influence control of the issuer. The statement was signed by Toby Maitland Hudson as Partner, Head of Portfolio Management, on behalf of X3 Higher Moment Fund LLC on September 4, 2025.

Positive

• Material disclosure of 9.9% beneficial ownership combining shares and warrant exposure, providing transparency to the market
• Warrants exercisable at $0.46822, indicating potential future acquisition of shares at a defined price (subject to blocker)
• Filing includes a certification that the position is not intended to change or influence control, clarifying the filer’s stated intent

Negative

• None.

Insights

Securities Analyst

TL;DR: A passive investor disclosed a near-10% stake, including blocked warrants, which is material but presented as non-control.

The filing reports a 9.9% beneficial position in Perfect Moment Ltd., combining owned shares and warrant exposure capped by a contractual blocker. For investors, a sub-10% passive stake is meaningful because it signals significant economic interest without stated intent to influence control. The presence of warrants at a low exercise price ($0.46822) creates potential dilution if exercised, but the blocker limits immediate concentration risk above the 9.9% threshold. Shared voting and dispositive power indicates the filer acts jointly with other parties or vehicles for these shares.

Corporate Governance Expert

TL;DR: Disclosure is compliant and emphasizes passive intent; governance impact appears limited by the filer’s certification and blocker.

The Schedule 13G format and the signed certification confirm the filer characterizes its position as passive and not aimed at changing control. The blocker mechanism legally constrains conversion of warrants into voting shares above 9.9%, reducing the risk of an abrupt change in voting power. From a governance perspective, the holding warrants monitoring because a passive 9.9% holder can still influence outcomes informally, but no explicit control actions are disclosed in this filing.

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

(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)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

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)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,172,858.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,172,858.00

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)

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

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);
(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 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:
	(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
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.

X3 Higher Moment Fund LLC

Signature:	/s/ Toby Maitland Hudson
Name/Title:	Toby Maitland Hudson, Partner, Head of Portfolio Management
Date:	09/04/2025

FAQ

How many shares of Perfect Moment Ltd. (PMNT) does X3 Higher Moment Fund LLC beneficially own?

The filer reports beneficial ownership of 3,172,858 shares, representing 9.9% of the outstanding common stock as of August 27, 2025.

Does X3 Higher Moment Fund LLC hold any warrants for PMNT and at what exercise price?

Yes. The filing discloses warrants to purchase up to 3,204,908 shares at an exercise price of $0.46822 per share, subject to a blocker.

What is the blocker mentioned in the Schedule 13G?

The blocker prevents exercise of the warrants to the extent that such exercise would cause the holder to beneficially own more than 9.9% of the outstanding common stock.

Does the filing indicate X3 Higher Moment Fund LLC intends to influence control of PMNT?

No. The filer certified the securities were not acquired and are not held for the purpose of changing or influencing control of the issuer.

Who signed the Schedule 13G on behalf of X3 Higher Moment Fund LLC?

The filing was signed by Toby Maitland Hudson, Partner, Head of Portfolio Management, on September 4, 2025.