SCHEDULE 13G/A 0000930413-24-003174 0001481867 XXXXXXXX LIVE 2 Common Stock, par value $0.001 per share 12/31/2024 0000890394 Peraso Inc. 71360T200 2033 Gateway Place, Suite 500 San Jose CA 95131 Rule 13d-1(c) Iroquois Capital Management, LLC DE 0.00 619041.00 0.00 619041.00 619041.00 N 9.99 OO 619,041 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). Richard Abbe X1 1761910.00 619041.00 1761910.00 619041.00 2380951.00 N 9.99 HC IN 1,761,910 shares of Common Stock issuable upon exercise of Warrants (See Item 4)* 619,041 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). 2,380,951 shares of Common Stock issuable upon exercise of Warrants (See Item 4)* Kimberly Page X1 0.00 619041.00 0.00 619041.00 619041.00 N 9.99 IN 619,041 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). Peraso Inc. 2033 Gateway Place, Suite 500, San Jose, CA 95131 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. The principal business address for each of the Reporting Persons is 2 Overhill Road, Scarsdale, NY 10583. 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. Y 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 619,041 shares of Common Stock (subject to the Blockers), and ICIG held 0 shares of Common Stock and Reported Warrants to purchase 1,761,910 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"). 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 4,189,378 shares of Common Stock issued and outstanding as of December 10, 2024 as disclosed in the Company's Prospectus filed pursuant to Rule 424(b)(5) filed with the Securities and Exchange Commission on December 10, 2024, 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. See Item 5 on the cover pages hereto. See Item 6 on the cover pages hereto. See Item 7 on the cover pages hereto. See Item 8 on the cover pages hereto. Y Y Y Y Y N 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. Iroquois Capital Management, LLC /s/ Richard Abbe 02/13/2025 Richard Abbe /s/ Richard Abbe 02/13/2025 Kimberly Page /s/ Kimberly Page 02/13/2025