UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
SEC
File Number: 000-24520
CUSIP
Number: 92934S502
| (Check
One): |
☒
Form 10-K |
☐
Form 20-F |
☐
Form 11-K |
☐
Form 10-Q |
☐
Form 10-D |
| |
☐
Form N-CEN |
☐
Form N-CSR |
|
|
|
For
Period Ended: July 31, 2026
☐
Transition Report on Form 10-K
☐
Transition Report on Form 20-F
☐
Transition Report on Form 11-K
☐
Transition Report on Form 10-Q
For
the Transition Period Ended: _____________
Read
Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein.
If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART
I
REGISTRANT
INFORMATION
Crisp
Momentum Inc.
Full
Name of Registrant
Not
Applicable
Former
Name if Applicable
230
Park Avenue 3rd Floor West
Address
of Principal Executive Office (Street and Number)
New
York, NY 10169
City,
State and Zip Code
PART
II
RULES
12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate.)
| |
(a) |
The
reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
| |
|
|
| ☒ |
(b) |
The
subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report
or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the
fifth calendar day following the prescribed due date; and |
| |
|
|
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(c) |
The
accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART
III
NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not
be filed within the prescribed time period.
Crisp
Momentum Inc. (the “Company”) is unable to file its Annual Report on Form 10-K for the fiscal year ended July 31, 2026 (the
“Report”) without unreasonable effort or expense because additional time is required to complete the evaluation of the accounting
treatment of a transaction and to finalize the Company’s financial statements in consultation with its independent auditors and
accounting advisors. As a result, the Company requires additional time to complete the preparation and review of the financial information
to be included in the Report. The Company expects to file the Form 10-K within the extension period of 15 calendar days, as provided
under Rule 12b-25 under the Securities Exchange Act of 1934, as amended.
PART
IV
OTHER
INFORMATION
(1)
Name and telephone number of person to contact in regard to this notification:
Ana
Rita Coehlo |
|
351 |
|
915143203 |
| (Name) |
|
(Area
Code) |
|
(Telephone
Number) |
(2)
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s)
been filed? If answer is no, identify report(s).
☒
Yes ☐ No
(3)
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or portion thereof?
☐
Yes ☒ No
If
so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why
a reasonable estimate of the results cannot be made.
Crisp
Momentum Inc.
(Name
of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
| Date:
October 29, 2026 |
By: |
/s/
Ana Rita Coehlo |
| |
|
Ana
Rita Coehlo |
| |
|
Interim
Chief Executive Officer |