Crisp Momentum (CRSF) investor discloses 1.24% stake after share transfer

Rhea-AI Filing Summary

Crisp Momentum Inc. shareholder Jakota Capital and ultimate beneficial owner Ricardo da Silva Oliveira have updated their ownership in this Amendment No. 5 to Schedule 13D. They report beneficial ownership of 25,309,358 shares of common stock, equal to 1.24% of the company’s outstanding shares as of February 13, 2026.

The filing explains that Mr. Oliveira owns 100% of Joro Consulting Ltd., which owns Nobias Media Sarl (Luxembourg), which in turn owns and controls Jakota. On October 28, 2025, the reporting persons entered into a loan agreement with a third party, to be repaid in shares of Crisp Momentum.

The loan was fully repaid on March 6, 2026 through delivery of 213,250,926 shares of Crisp Momentum common stock at an agreed price of $0.0124 per share. This repayment reduced the reporting persons’ holdings to the disclosed 25,309,358 shares.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

Crisp Momentum Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

Jolanta Kluzowska
Im Grafenstein 30,
Winterthur, V8, 8408
41 765013160

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/06/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

JAKOTA CAPITAL AG

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

SWITZERLAND

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 25,309,358.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 25,309,358.00

11

Aggregate amount beneficially owned by each reporting person

25,309,358.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.24 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The percentage in #11 is based on 2,049,621,210 shares of common stock outstanding as of February 13, 2026, as represented in the Issuer's Form 10-Q/A filed with the SEC on February 17, 2026.

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

da Silva Oliveira Ricardo

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

PORTUGAL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 25,309,358.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 25,309,358.00

11

Aggregate amount beneficially owned by each reporting person

25,309,358.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.24 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The percentage in #11 is based on 2,049,621,210 shares of common stock outstanding, as of February 13, 2026, as represented in the Issuer's Form 10-Q/A filed with the SEC on February 17, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: Crisp Momentum Inc.
(c)	Address of Issuer's Principal Executive Offices: 250 Park Avenue, 7th Floor, New York, NEW YORK , 10017.
Item 1 Comment: The following constitutes Amendment No. 5 to the Schedule 13D filed by the undersigned ("Amendment No. 5"). This Amendment No. 5 amends the Schedule 13D as specifically set forth herein.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated as follows: The responses to Items 1-4 and 7-13 of the cover page of this Schedule 13D are incorporated herein by reference. Mr. Oliveira owns 100% of the interest in Joro Consulting Ltd., which owns 100% of Nobias Media Sarl (Luxembourg), which owns 100% of and controls Jakota. Mr. Oliveira is therefore the ultimate beneficial owner of Jakota by virtue of his 100% ownership of Joro Consulting Ltd., and as such, may be deemed the beneficial owner of the Shares. Mr. Oliveira disclaims beneficial ownership of such Shares. The following disclosure is based on 2,049,621,210 shares of common stock issued and outstanding of the Issuer as of February 13, 2026, as represented in the Issuer's Form 10-Q/A filed with the SEC on February 17, 2026.
(b)	Item 5(b) is hereby amended and restated as follows: The responses to Items 1-4, 5(a) above, and 7-13 of the cover pages of this Schedule 13D are incorporated herein by reference.
(c)	Item 5(c) is hereby amended to include the following: On October 28, 2025, the Reporting Persons entered into a loan agreement with a third party, which was agreed to be repaid through the delivery of shares of the Issuer on or before the maturity date of March 8, 2026. The loan was repaid in full on March 6, 2026 by the delivery from the Reporting Persons of 213,250,926 shares of common stock (representing a price of $0.0124 per share).
(e)	March 6, 2026

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.

JAKOTA CAPITAL AG

Signature:	/s/ Jolanta Kluzowska
Name/Title:	Jolanta Kluzowska, Director
Date:	03/06/2026

da Silva Oliveira Ricardo

Signature:	/s/ Ricardo da Silva Oliveira
Name/Title:	Ricardo da Silva Oliveira
Date:	03/06/2026

FAQ

How many Crisp Momentum (CRSF) shares does Jakota Capital currently report owning?

Jakota Capital reports beneficial ownership of 25,309,358 Crisp Momentum common shares, representing 1.24% of the company. This percentage is based on 2,049,621,210 shares outstanding as of February 13, 2026, as disclosed in Crisp Momentum’s Form 10-Q/A filed on February 17, 2026.

What percentage of Crisp Momentum (CRSF) does Ricardo da Silva Oliveira beneficially own?

The filing states that 25,309,358 shares, or 1.24% of Crisp Momentum’s common stock, may be deemed beneficially owned by Ricardo da Silva Oliveira. This is through his 100% ownership of Joro Consulting Ltd., which ultimately controls Jakota Capital, although he disclaims beneficial ownership of such shares.

How was the loan involving Crisp Momentum (CRSF) shares repaid on March 6, 2026?

The reporting persons repaid a loan in full on March 6, 2026 by delivering 213,250,926 Crisp Momentum common shares to a third party. The agreement specified repayment through share delivery by March 8, 2026, at an agreed price of $0.0124 per share, satisfying the obligation.

What was the structure of ownership linking Ricardo da Silva Oliveira to Jakota Capital’s Crisp Momentum (CRSF) stake?

Ricardo da Silva Oliveira owns 100% of Joro Consulting Ltd., which owns 100% of Nobias Media Sarl (Luxembourg). Nobias Media Sarl owns and controls Jakota Capital, which holds the 25,309,358 Crisp Momentum shares. The filing notes Mr. Oliveira may be deemed the ultimate beneficial owner.

On what share count is the 1.24% Crisp Momentum (CRSF) ownership calculation based?

The 1.24% ownership figure is calculated using 2,049,621,210 shares of Crisp Momentum common stock issued and outstanding as of February 13, 2026. This share count comes from the company’s Form 10-Q/A filed with the SEC on February 17, 2026, as referenced in the amendment.

What change does Amendment No. 5 to the Schedule 13D for Crisp Momentum (CRSF) describe?

Amendment No. 5 updates the reporting persons’ interest in Crisp Momentum following repayment of a loan with shares. It records delivery of 213,250,926 shares at $0.0124 per share on March 6, 2026 and confirms a remaining beneficial ownership of 25,309,358 shares, equal to 1.24% of the company.