Aurion Group (CRSF) discloses 34.8% Crisp Momentum stake via loan-for-shares deal

Rhea-AI Filing Summary

Crisp Momentum Inc. received an updated ownership filing from Aurion Prime Holdings Limited, related entities and Chi Kong (Adrian) Cheng. The group now reports beneficial ownership of 713,250,926 shares of common stock, or 34.8% of the company, with shared voting and dispositive power.

The amendment explains a $2,644,311.24 convertible loan Aurion made to JAKOTA Capital AG on October 28, 2025. This loan was to be repaid by transferring 213,250,926 shares of Crisp Momentum common stock to Aurion by March 8, 2026, and JAKOTA delivered these shares on March 4, 2026.

Insights

Equity ownership & governance analyst

Large 34.8% stake clarified through loan-for-shares structure.

The filing shows that Aurion Prime Holdings Limited, related Almad entities and Chi Kong (Adrian) Cheng together report beneficial ownership of 713,250,926 Crisp Momentum shares, representing 34.8% of outstanding common stock based on the company’s disclosed share count.

A key detail is the $2,644,311.24 convertible loan Aurion extended to JAKOTA Capital AG on October 28, 2025, repayable by transferring 213,250,926 shares. JAKOTA delivered these shares on March 4, 2026, and agreed to follow Aurion’s voting instructions on them until the maturity date.

The reporting group indicates shared, not sole, voting and dispositive power over the stake and disclaims beneficial ownership beyond pecuniary interest. Future company disclosures may further describe any governance roles or additional transactions involving this large shareholding.

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Accepted by SEC EDGAR 03/06/2026 - 09:35 PM Learn about SEC filing dates

FAQ

What ownership stake in Crisp Momentum Inc. (CRSF) is reported in this Schedule 13D/A amendment?

The reporting group discloses beneficial ownership of 713,250,926 shares of Crisp Momentum Inc. common stock, representing 34.8% of the outstanding class. This percentage is calculated using 2,049,621,210 shares outstanding as of February 13, 2026, as stated in the issuer’s Form 10-Q/A.

Who are the reporting persons in the Crisp Momentum Inc. (CRSF) Schedule 13D/A Amendment No. 1?

The reporting persons are Aurion Prime Holdings Limited, Almad Development Holdings Limited, Almad Group Limited, and Chi Kong (Adrian) Cheng. Each reports beneficial ownership of the same 713,250,926 shares, with shared voting and dispositive power, and each disclaims beneficial ownership beyond pecuniary interest.

What is the significance of the $2,644,311.24 loan mentioned in the CRSF Schedule 13D/A amendment?

Aurion Prime Holdings Limited made a $2,644,311.24 convertible loan to JAKOTA Capital AG on October 28, 2025. Under the agreement, JAKOTA was to repay the loan by transferring 213,250,926 Crisp Momentum shares, a repayment completed via share delivery on March 4, 2026.

How and when were shares of Crisp Momentum Inc. (CRSF) transferred under the loan agreement?

Under the Convertible Loan Agreement, JAKOTA Capital AG agreed to repay Aurion’s loan by transferring 213,250,926 Crisp Momentum common shares on or before March 8, 2026. The amendment states that JAKOTA delivered these shares to Aurion on March 4, 2026, fully repaying the loan.

What voting and dispositive powers do the CRSF Schedule 13D/A reporting persons have over their shares?

Each reporting person reports 0 shares with sole voting or dispositive power and 713,250,926 shares with shared voting and shared dispositive power. The filing notes that, until the loan’s maturity date, JAKOTA agreed to exercise voting and consent rights for the transferred shares according to Aurion’s written instructions.

How was the 34.8% ownership percentage in Crisp Momentum Inc. (CRSF) calculated in this amendment?

The 34.8% figure is based on 2,049,621,210 shares of Crisp Momentum common stock issued and outstanding as of February 13, 2026. That share count comes from the issuer’s Form 10-Q/A filed on February 17, 2026, as referenced in the ownership table comments.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Crisp Momentum Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

Chi Kong (Adrian) Cheng
c/o Aurion Prime Holding Limited, 250 Park Avenue, 7th Floor
New York, NY, 10177
(646) 481-5184

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

10/28/2025

(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

Aurion Prime Holdings Limited

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

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 713,250,926.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 713,250,926.00

11

Aggregate amount beneficially owned by each reporting person

713,250,926.00

12

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

13

Percent of class represented by amount in Row (11)

34.8 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

The percentage in #13 is based on 2,049,621,210 shares of the Issuer's 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

Almad Development Holdings Limited

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

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 713,250,926.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 713,250,926.00

11

Aggregate amount beneficially owned by each reporting person

713,250,926.00

12

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

13

Percent of class represented by amount in Row (11)

34.8 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

The percentage in #13 is based on 2,049,621,210 shares of the Issuer's 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

Almad Group Limited

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

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 713,250,926.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 713,250,926.00

11

Aggregate amount beneficially owned by each reporting person

713,250,926.00

12

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

13

Percent of class represented by amount in Row (11)

34.8 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

The percentage in #13 is based on 2,049,621,210 shares of the Issuer's 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

Chi Kong (Adrian) Cheng

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)

OO

5

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

6

Citizenship or place of organization

HONG KONG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 713,250,926.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 713,250,926.00

11

Aggregate amount beneficially owned by each reporting person

713,250,926.00

12

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

13

Percent of class represented by amount in Row (11)

34.8 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The percentage in #13 is based on 2,049,621,210 shares of the Issuer's 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. 1 ("Amendment No. 1") to the Schedule 13D filed with the Securities and Exchange Commission ("SEC") by the undersigned on October 8, 2025 (the "Schedule 13D"). This Amendment No. 1 amends and supplements the Schedule 13D as specifically set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is hereby amended and supplemented to include the following: The information in Item 4 is incorporated herein by reference. The Loan to JAKOTA Capital AG ("JAKOTA") was funded with the working capital of Aurion Prime Holdings Limited ("Aurion").
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented to include the following: On October 28, 2025, Aurion and JAKOTA entered into a Convertible Loan Agreement (the "Loan Agreement"), pursuant to which JAKOTA borrowed $2,644,311.24 (the "Loan") from Aurion. Under the Loan Agreement, the Loan was to be repaid in full through the transfer of an aggregate of 213,250,926 shares of common stock (the "Shares") of the Issuer from JAKOTA to Aurion on or before March 8, 2026 (the "Maturity Date"). Additionally, pursuant to the Loan Agreement, JAKOTA undertook to exercise any voting rights or consent rights relating to the Shares strictly in accordance with the written instructions of Aurion until the Maturity Date. On March 4, 2026, pursuant to the Loan Agreement, JAKOTA delivered the Shares to Aurion in full repayment of the loan.
Item 5.	Interest in Securities of the Issuer
(a)	As of the close of business on March 6, 2026: 1. Aurion (a) Amount beneficially owned: 713,250,926* 2. ADHL (a) Amount beneficially owned: 713,250,926* 3. AGL (a) Amount beneficially owned: 713,250,926 * 4. Mr. Cheng (a) Amount beneficially owned: 713,250,926 *
(b)	The percentages used herein are calculated based upon 2,049,621,210 shares of Issuer Common Stock issued and outstanding as of February 13, 2026. As of the close of business on March 6, 2026: 1. Aurion (b) Percent of class: 34.8%* (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 713,250,926* (iii) Sole power to dispose or direct the disposition: 0 (iv) Shared power to dispose or direct the disposition: 713,250,926* 2. ADHL (b) Percent of class: 34.8%* (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 713,250,926* (iii) Sole power to dispose or direct the disposition: 0 (iv) Shared power to dispose or direct the disposition: 713,250,926* 3. AGL (b) Percent of class: 34.8%* (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 713,250,926* (iii) Sole power to dispose or direct the disposition: 0 (iv) Shared power to dispose or direct the disposition: 713,250,926* 4. Mr. Cheng (b) Percent of class: 34.8%* (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 713,250,926* (iii) Sole power to dispose or direct the disposition: 0 (iv) Shared power to dispose or direct the disposition: 713,250,926* *Each Reporting Person disclaims beneficial ownership of these shares except to the extent of such person's pecuniary interest therein.
(c)	The information in Items 3 and 4 is incorporated herein by reference. Except as disclosed in this Amendment No. 1 and the Schedule 13D, there have been no transactions by the Reporting Persons in the securities of the Issuer during the past sixty days.
(d)	No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby amended and supplemented to include the following: The information in Item 4 is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Schedule 13D is hereby amended and supplemented to include the following: Exhibit 4 Convertible Loan Agreement, dated October 28, 2025, by and between Aurion Prime Holdings Limited and JAKOTA Capital AG.

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.

Aurion Prime Holdings Limited

Signature:	/s/ Wai Yi Winnie Young
Name/Title:	Wai Yi Winnie Young, Authorized Signatory
Date:	03/06/2026

Almad Development Holdings Limited

Signature:	/s/ Wai Yi Winnie Young
Name/Title:	Wai Yi Winnie Young, Authorized Signatory
Date:	03/06/2026

Almad Group Limited

Signature:	/s/ Wai Yi Winnie Young
Name/Title:	Wai Yi Winnie Young, Authorized Signatory
Date:	03/06/2026

Chi Kong (Adrian) Cheng

Signature:	/s/ Chi Kong (Adrian) Cheng
Name/Title:	CHI KONG (ADRIAN) CHENG
Date:	03/06/2026