Crisp Momentum (CRSF) holder Clive Ng reports 7.25% stake via 148.7M shares

Rhea-AI Filing Summary

Crisp Momentum Inc. has an updated large-shareholder disclosure showing that Digital Knight Finance S.a r.l. and its ultimate owner Clive Ng beneficially hold 148,688,707 shares of common stock. This represents about 7.25% of the company’s 2,049,621,210 shares of common stock outstanding, based on a stock purchase agreement dated September 5, 2025.

Mr. Ng owns 100% of CDL, which owns 100% of Digital Knight Finance S.a r.l., the direct holder of the shares. He ceased to have any direct or indirect interest in Digital Knight Finance S.a r.l. on August 8, 2025, then re-acquired those interests effective November 7, 2025. The shares were returned for no cash consideration under a settlement agreement through in-kind transfers, described as a return of previously pledged shares rather than a purchase or sale at a determinable price.

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)

92934S502

(CUSIP Number)

Clive Ng
3019 Wilshire Boulevard, Suite 216,
Santa Monica, CA, 90402
352691193123

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

11/07/2025

(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 No. 92934S502

1

Name of reporting person

Digital Knight Finance S.a r.l.

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

LUXEMBOURG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 148,688,707.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 148,688,707.00

11

Aggregate amount beneficially owned by each reporting person

148,688,707.00

12

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

13

Percent of class represented by amount in Row (11)

7.25 %

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 common stock outstanding, pursuant to a representation by the Issuer in that certain Stock Purchase Agreement dated September 5, 2025.

SCHEDULE 13D

CUSIP No. 92934S502

1

Name of reporting person

Clive Ng

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

MALAYSIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 148,688,707.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 148,688,707.00

11

Aggregate amount beneficially owned by each reporting person

148,688,707.00

12

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

13

Percent of class represented by amount in Row (11)

7.25 %

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 common stock outstanding, pursuant to a representation by the Issuer in that certain Stock Purchase Agreement dated September 5, 2025.

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 to the Schedule 13D filed by the undersigned ("Amendment No. 1"). This Amendment No. 1 amends the Schedule 13D as specifically as set forth herein.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is amended as follows: The description in Item 5(c) is incorporated herein by reference.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is amended and restated as follows: The following disclosure is based on 2,049,621,210 shares of common stock outstanding, pursuant to a representation by the Issuer in that certain Stock Purchase Agreement dated September 5, 2025. Mr. Ng is the 100% owner of CDL. CDL is the 100% owner of DKF. DKF is the direct beneficial owner of the 148,688,707 shares of common stock of the Issuer. Therefore, as of the date of this Schedule 13D, Mr. Ng may be deemed to be the beneficial owner of 148,688,707 shares of common stock, representing approximately 7.25% of the issued and outstanding shares of common stock of the Issuer.
(c)	Item 5(c) is amended and restated as follows: On August 8, 2025, Clive Ng ceased to have any direct or indirect interests in DKF. Subsequently, effective as of November 7, 2025, Clive Ng re-acquired his direct or indirect interests in DKF and again became the beneficial owner of the shares held by DKF. The shares were returned to the reporting person for no cash consideration pursuant to a settlement agreement providing for the satisfaction of obligations through in-kind transfers. The transaction reflects a return of previously pledged shares and does not represent a purchase or sale at a determinable price.

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.

Digital Knight Finance S.a r.l.

Signature:	/s/ Miguel Munoz
Name/Title:	Director
Date:	12/12/2025

Clive Ng

Signature:	/s/ Clive Ng
Name/Title:	Clive Ng
Date:	12/12/2025

FAQ

What ownership stake in Crisp Momentum Inc. (CRSF) is reported for Digital Knight Finance S.a r.l. and Clive Ng?

Digital Knight Finance S.a r.l. and its ultimate owner Clive Ng are reported as beneficial owners of 148,688,707 shares of Crisp Momentum Inc. common stock, representing approximately 7.25% of the issued and outstanding common shares.

How many Crisp Momentum Inc. (CRSF) shares are used as the basis for the reported 7.25% ownership?

The 7.25% ownership figure is based on 2,049,621,210 shares of common stock outstanding, pursuant to a representation by the issuer in a Stock Purchase Agreement dated September 5, 2025.

What is the ownership structure linking Clive Ng to the Crisp Momentum Inc. (CRSF) shares?

Clive Ng is the 100% owner of CDL, and CDL is the 100% owner of Digital Knight Finance S.a r.l. Digital Knight Finance S.a r.l. is the direct beneficial owner of the 148,688,707 Crisp Momentum Inc. shares, so Mr. Ng may be deemed the beneficial owner of those shares.

What changes occurred in Clive Ng’s interest in Digital Knight Finance S.a r.l. during 2025 regarding CRSF?

On August 8, 2025, Clive Ng ceased to have any direct or indirect interests in Digital Knight Finance S.a r.l. Effective November 7, 2025, he re-acquired his direct or indirect interests in Digital Knight Finance S.a r.l. and again became the beneficial owner of the shares it holds.

Was cash paid for the return of Crisp Momentum Inc. (CRSF) shares to Clive Ng’s structure?

The shares were returned to the reporting person for no cash consideration under a settlement agreement that satisfied obligations through in-kind transfers. The transaction is described as a return of previously pledged shares and not a purchase or sale at a determinable price.

What voting and dispositive powers are reported for the 148,688,707 CRSF shares?

For both Digital Knight Finance S.a r.l. and Clive Ng, sole voting power and sole dispositive power are reported as 0.00, while shared voting power and shared dispositive power are reported as 148,688,707.00 shares.