CRSF 13D/A: JGR to sell 39,054,494 shares for equity interests

Rhea-AI Filing Summary

Crisp Momentum Inc. (CRSF): Schedule 13D/A Amendment No. 1 discloses an updated beneficial ownership position by Norman Hansen and Jakota Games & Reels SAS (JGR).

Based on 2,049,621,210 shares outstanding (per a Stock Purchase Agreement dated September 5, 2025), the filing states beneficial ownership of 445,606,941 shares, or 21.74%, of Crisp Momentum common stock. Mr. Hansen is the 100% owner of JGR and may be deemed the beneficial owner of these shares; he disclaims beneficial ownership except to the extent of his pecuniary interest.

The amendment notes that on October 3, 2025, JGR agreed with a non-affiliated third party to sell an aggregate of 39,054,494 shares of Crisp Momentum common stock in exchange for equity interests in a privately held company. No cash consideration was exchanged and the price per share was not determinable.

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)

Norman Hansen
32 rue Saint Antoine,
Paris, I0, 75004
33758355682

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

10/03/2025

(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 Games & Reels SAS

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

FRANCE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 445,606,941.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 445,606,941.00

11

Aggregate amount beneficially owned by each reporting person

445,606,941.00

12

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

13

Percent of class represented by amount in Row (11)

21.74 %

14

Type of Reporting Person (See Instructions)

CO

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

Norman Hansen

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

CALIFORNIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 445,606,941.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 445,606,941.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

445,606,941.00

12

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

13

Percent of class represented by amount in Row (11)

21.74 %

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: 1700 Palm Beach Lakes Blvd., Suite 820, West Palm Beach, FLORIDA , 33401.
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 set forth herein.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 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. Hansen is the 100% owner of JGR. JGR is the direct beneficial owner of the 445,606,941 shares of common stock of the Issuer. Therefore, as of the date of this Schedule 13D, Mr. Hansen may be deemed to be the beneficial owner of 445,606,941 shares of common stock, representing approximately 21.74% of the issued and outstanding shares of common stock of the Issuer. Mr. Hansen disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
(c)	Item 5(c) is amended to include the following: On October 3, 2025, Jakota Games & Reels SAS entered into an agreement with a non-affiliated third party, agreeing to the sale of an aggregate of 39,054,494 shares of the Issuer's common stock in exchange for equity interests in a privately held company for which no ascertainable fair market value exists, no cash consideration was exchanged, and therefore the price per share was not determinable.

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 Games & Reels SAS

Signature:	/s/ Norman Hansen
Name/Title:	Norman Hansen
Date:	10/15/2025

Norman Hansen

Signature:	/s/ Norman Hansen
Name/Title:	Norman Hansen
Date:	10/15/2025

FAQ

What ownership stake is reported in CRSF’s Schedule 13D/A?

The filing reports beneficial ownership of 445,606,941 shares, representing 21.74% of Crisp Momentum’s common stock.

Which share count was used to calculate the 21.74% for CRSF?

The percentage is based on 2,049,621,210 shares outstanding, per a Stock Purchase Agreement dated September 5, 2025.

Who are the reporting persons for CRSF in this 13D/A?

Jakota Games & Reels SAS (JGR) and Norman Hansen are the reporting persons.

What transaction did JGR disclose on October 3, 2025 regarding CRSF shares?

JGR agreed to sell 39,054,494 shares to a non-affiliated third party in exchange for equity interests in a privately held company.

Was cash exchanged in the October 3, 2025 CRSF share sale?

No. The filing states no cash consideration was exchanged and the price per share was not determinable.

What is Norman Hansen’s relationship to JGR in the CRSF filing?

Mr. Hansen is the 100% owner of JGR and may be deemed the beneficial owner of the reported shares; he disclaims beneficial ownership except for his pecuniary interest.

How are voting and dispositive powers reported for CRSF shares?

For JGR: 0 sole and 445,606,941 shared voting/dispositive power. For Mr. Hansen: 445,606,941 sole and 0 shared voting/dispositive power.