[SCHEDULE 13G/A] Peraso, Inc. SEC Filing

Rhea-AI Filing Summary

Peraso Inc. received a Schedule 13G/A in which Iroquois Capital Management, LLC, Richard Abbe and Kimberly Page report warrants and beneficial ownership rights for Peraso common stock. The filing discloses reported securities to purchase a combined 1,428,570 shares, with reported allocations of 371,424 shares to Iroquois, 1,057,146 shares attributable solely to Mr. Abbe and 371,424 shares attributable to Ms. Page, and shows shared interests of 371,424 shares among the parties.

The filing states the percentages were calculated using 5,027,173 shares outstanding and reports 9.99% for Mr. Abbe and 6.88% for Iroquois and Ms. Page. The reported warrants are subject to a 9.99% blocker, and the cover-page counts reflect shares issuable upon full exercise without applying the blocker, meaning the actual exercisable ownership will be lower. The filers certify these securities were not acquired to change or influence control of the issuer.

Positive

• Transparent disclosure of warrant-based positions and allocation among reporting persons
• Clear statement that the securities were not acquired to change or influence issuer control
• Explicit disclosure of the 9.99% blocker and the share base used to compute percentages

Negative

• Potential dilution risk from warrants exercisable into 1,428,570 shares if exercised within blocker limits
• Concentration near 9.99% for Richard Abbe could be material to governance or voting outcomes if exercised to the blocker threshold
• Reported counts do not net blockers, which may overstate the theoretical maximum ownership if read without the filing's caveat

Insights

Financial Analyst

TL;DR Significant warrant positions reported: aggregate rights for 1,428,570 Peraso shares, with one reporting person at the 9.99% threshold.

The Schedule 13G/A documents material derivative exposure via warrants rather than current outright equity holdings. Using the issuer's disclosed outstanding share base of 5,027,173 shares, the filing presents a reported 9.99% stake for Richard Abbe and 6.88% for Iroquois and Kimberly Page, but also makes clear the reported counts do not net the 9.99% blocker. For analysts, the key implications are potential dilution if warrants are exercised within blocker limits and clarity on voting/dispositive allocation between sole and shared authority.

Corporate Governance Expert

TL;DR Large warrant positions disclosed with an explicit certification of non-control intent and a legal blocker limiting exercise above 9.99%.

The filing emphasizes that the reported securities are derivative instruments subject to a contractual 9.99% blocker and includes a certification that the positions were not acquired to influence control. Governance review should note the filing discloses both sole and shared voting/dispositive powers, with Mr. Abbe shown as holding sole voting/dispositive power over 1,057,146 shares and shared power over 371,424 shares. The disclosure is procedurally complete and flags the blocker constraint that limits immediate governance influence.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

Peraso Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

71360T200

(CUSIP Number)

06/30/2025

(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. 71360T200

1

Names of Reporting Persons

Iroquois Capital Management, 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 371,424.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 371,424.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

371,424.00

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)

6.88 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: 71,424 shares of Common Stock issuable upon exercise of Warrants (See Item 4)* * As more fully described in Item 4, the Warrants are subject to a 9.99% blocker and the percentage set forth in row (11) gives effect to such blockers. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full exercise of such reported securities and do not give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).

SCHEDULE 13G

CUSIP No. 71360T200

1

Names of Reporting Persons

Richard Abbe

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:

5	Sole Voting Power 1,057,146.00
6	Shared Voting Power 371,424.00
7	Sole Dispositive Power 1,057,146.00
8	Shared Dispositive Power 371,424.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,428,570.00

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)

9.99 %

12

Type of Reporting Person (See Instructions)

HC, IN

Comment for Type of Reporting Person: 1,428,570 shares of Common Stock issuable upon exercise of Warrants (See Item 4)* * As more fully described in Item 4, the Warrants are subject to a 9.99% blocker and the percentage set forth in row (11) gives effect to such blockers. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full exercise of such reported securities and do not give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).

SCHEDULE 13G

CUSIP No. 71360T200

1

Names of Reporting Persons

Kimberly Page

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:

5	Sole Voting Power 0.00
6	Shared Voting Power 371,424.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 371,424.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

371,424.00

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)

6.88 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: 371,424 shares of Common Stock issuable upon exercise of Warrants (See Item 4)* * As more fully described in Item 4, the Warrants are subject to a 9.99% blocker and the percentage set forth in row (11) gives effect to such blockers. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full exercise of such reported securities and do not give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Peraso Inc.
(b)	Address of issuer's principal executive offices: 2033 Gateway Place, Suite 500, San Jose, CA 95131
Item 2.
(a)	Name of person filing: This statement is being filed by (i) Iroquois Capital Management LLC, a Delaware limited liability company ("Iroquois"), (ii) Richard Abbe, and (iii) Kimberly Page ("Mr. Abbe" and "Ms. Page," together with Iroquois, the "Reporting Persons"). Mr. Abbe shares authority and responsibility for the investments made on behalf of Iroquois Master Fund Ltd. ("Iroquois Master Fund") with Ms. Kimberly Page, each of whom is a director of the Iroquois Master Fund. As such, Mr. Abbe and Ms. Page may each be deemed to be the beneficial owner of all shares of Common Stock held by Iroquois Master Fund. Iroquois Capital is the investment advisor for Iroquois Master Fund and Mr. Abbe is the President of Iroquois Capital. Mr. Abbe has the sole authority and responsibility for the investments made on behalf of Iroquois Capital Investment Group LLC ("ICIG"). As such, Mr. Abbe may be deemed to be the beneficial owner of all shares of Common Stock held by Iroquois Master Fund and ICIG. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person.
(b)	Address or principal business office or, if none, residence: The principal business address for each of the Reporting Persons is 2 Overhill Road, Scarsdale, NY 10583.
(c)	Citizenship: Iroquois Capital Management LLC is a Delaware limited liability company. Richard Abbe is an individual who is a citizen of the United States of America. Kimberly Page is an individual who is a citizen of the United States of America
(d)	Title of class of securities: Common Stock, par value $0.001 per share
(e)	CUSIP No.: 71360T200
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: See Item 9 on the cover pages hereto. As of the date of the event which requires filing of this statement, Iroquois Master Fund held 0 shares of Common Stock and Reported Warrants to purchase 371,424 shares of Common Stock (subject to the Blockers), and ICIG held 0 shares of Common Stock and Reported Warrants to purchase 1,057,146 shares of Common Stock (subject to the Blockers). Pursuant to the terms of the Reported Warrants, the Reporting Persons cannot exercise the Reported Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more than 9.99% of the outstanding shares of Common Stock (collectively, the "Blockers").
(b)	Percent of class: See Item 11 on the cover pages hereto. The percentage set forth in Row 11 of the cover page for each Reporting Person is based on 5,027,173 shares of Common Stock issued and outstanding as of May 5, 2025 as disclosed in the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 13, 2025, and further assumes the exercise of the Company's Reported Warrants, each subject to the Blockers. The percentage set forth in Item 11 of the cover page for each Reporting Person gives effect to the Blockers, if applicable.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See Item 5 on the cover pages hereto.
	(ii) Shared power to vote or to direct the vote: See Item 6 on the cover pages hereto.
	(iii) Sole power to dispose or to direct the disposition of: See Item 7 on the cover pages hereto.
	(iv) Shared power to dispose or to direct the disposition of: See Item 8 on the cover pages hereto.
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.

Iroquois Capital Management, LLC

Signature:	/s/ Richard Abbe
Name/Title:	Richard Abbe, President
Date:	08/12/2025

Richard Abbe

Signature:	/s/ Richard Abbe
Name/Title:	Richard Abbe, President
Date:	08/12/2025

Kimberly Page

Signature:	/s/ Kimberly Page
Name/Title:	Kimberly Page
Date:	08/12/2025

FAQ

How many Peraso (PRSO) shares are reported as issuable upon exercise of warrants?

The filing reports a combined 1,428,570 shares issuable upon exercise of reported warrants, allocated as 1,057,146 to Mr. Abbe and 371,424 to Iroquois/Ms. Page.

What percentage of Peraso does this reported position represent?

The filing shows 9.99% for Richard Abbe and 6.88% for Iroquois Capital and Kimberly Page, using a share base of 5,027,173 shares outstanding.

Are the reported warrants subject to any exercise limits?

Yes. The reported warrants are subject to a 9.99% blocker, which prevents exercise to the extent it would result in beneficial ownership above 9.99%.

Do the filers claim an intent to influence control of Peraso (PRSO)?

No. The certification in the filing states the securities were not acquired and are not held to change or influence control of the issuer.

On what share count are the percentages based?

Percentages are based on 5,027,173 shares of common stock issued and outstanding as disclosed in the company's public report referenced in the filing.