Crisp Momentum (CRSF): 11.6% stake shown, 500M-share sale

Crisp Momentum Inc. reporting persons JAKOTA CAPITAL AG and Ricardo da Silva Oliveira disclose beneficial ownership of 238,560,284 shares, equal to 11.6% of the issuer's 2,049,621,210 outstanding shares per a Stock Purchase Agreement representation.

Rhea-AI Filing Summary

Crisp Momentum Inc. reporting persons JAKOTA CAPITAL AG and Ricardo da Silva Oliveira disclose beneficial ownership of 238,560,284 shares, equal to 11.6% of the issuer's 2,049,621,210 outstanding shares per a Stock Purchase Agreement representation. The filing (Amendment No. 4 to Schedule 13D) explains Mr. Oliveiras indirect control over Jakota through a chain of wholly owned entities but states he disclaims beneficial ownership. The filing also reports two privately negotiated sales on October 1, 2025: one sale of 500,000,000 shares for an aggregate $2,760,000 (about $0.00552 per share) and a second sale of 500,000,000 shares for an aggregate $3,000,000 (about $0.006 per share). The cover pages indicate the source of funds as WC and list citizenship/organization as Switzerland and Portugal.

Positive

• Disclosed chain of control showing ownership pathway through Joro Consulting Ltd. and Nobias Media Sarl
• Specific transaction economics provided for both private sales, including aggregate prices and per-share amounts

Negative

• Large share dispositions: two sales of 500,000,000 shares each were executed on the same date
• Significant dilution/transfer risk shown by transfers totaling large absolute share counts relative to outstanding shares

Insights

Transaction Analyst

Large insider sales reported: two 500M-share private transactions on Oct 1, 2025.

The filing documents two separate privately negotiated dispositions of 500,000,000 shares each, for aggregate proceeds of $2.76M and $3.0M. Both per-share prices are disclosed ($0.00552 and $0.006), showing extremely low transaction pricing relative to typical equity prices but are facts stated in the filing.

This is materially relevant to investors because the reported transfers involve very large share counts (each representing a substantial fraction of the issuers float as presented) and are explicitly documented in the Schedule 13D amendment.

Corporate Governance Analyst

Ownership chain and beneficial ownership disclosure clarified; ultimate owner disclaims beneficial ownership.

The filing explains Mr. Oliveiras control path: he owns Joro Consulting Ltd., which owns Nobias Media Sarl, which controls Jakota Capital AG. The statement also notes Mr. Oliveira disclaims beneficial ownership of the reported shares despite that control chain.

This clarification affects how voting and control may be interpreted from public filings and is a governance detail investors and regulators can reference without inference.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What stake does JAKOTA CAPITAL AG report in Crisp Momentum (CRSF)?

The filing reports beneficial ownership of 238,560,284 shares, representing 11.6% of the issuers 2,049,621,210 outstanding shares per the Stock Purchase Agreement representation.

What share sales are disclosed in the Schedule 13D/A for CRSF?

Two privately negotiated sales on October 1, 2025: 500,000,000 shares for $2,760,000 ($0.00552/share) and 500,000,000 shares for $3,000,000 ($0.006/share).

Who is identified as the ultimate owner in the filing?

The filing states Ricardo da Silva Oliveira owns 100% of Joro Consulting Ltd., which owns Nobias Media Sarl, which controls Jakota Capital AG.

Does Mr. Oliveira claim beneficial ownership of the reported shares?

The filing explicitly states that Mr. Oliveira disclaims beneficial ownership of the shares despite the described ownership chain.

What source of funds is reported for the reporting persons?

The cover pages list the source of funds as WC.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 10/03/2025 - 02:35 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

Crisp Momentum Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

92934S502

(CUSIP Number)

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

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

10/01/2025

(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

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 238,560,284.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 238,560,284.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

238,560,284.00

12

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

13

Percent of class represented by amount in Row (11)

11.6 %

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, 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

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 238,560,284.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 238,560,284.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

238,560,284.00

12

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

13

Percent of class represented by amount in Row (11)

11.6 %

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, 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: 5800 LaGorce Drive, Miami Beach, FLORIDA , 33140.
Item 1 Comment: The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned ("Amendment No. 4"). This Amendment No. 4 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 pursuant to a representation by the Issuer in that certain Stock Purchase Agreement dated September 5, 2025.
(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 1, 2025, the Reporting Persons sold 500,000,000 shares of common stock for an aggregate purchase price of $2,760,000 (equivalent to $0.00552 per share) in a privately negotiated transaction. On October 1, 2025, the Reporting Persons sold 500,000,000 shares of common stock at an aggregate purchase price of $3,000,000 (equivalent to $0.006 per share) in a privately negotiated transaction.

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:	10/03/2025

da Silva Oliveira Ricardo

Signature:	/s/ Ricardo da Silva Oliveira
Name/Title:	Ricardo da Silva Oliveira
Date:	10/03/2025