Crisp Momentum investor SERES reports 7.76% stake

SERES's separate agreement to buy 148,688,707 DKF-held shares had not resulted in delivery; those shares are excluded from its reported position.

Rhea-AI Filing Summary

Crisp Momentum Inc. (CRSF) is the issuer in a Schedule 13G reporting that SERES Investments S.a r.l., SPF beneficially owned 151,311,293 common shares, or 7.76% of the class, with sole voting and dispositive power over those shares.

SERES says it purchased the 151,311,293 shares from Jakota Games & Reels SAS on November 7, 2025. It separately agreed to purchase 148,688,707 shares held by Digital Knight Finance S.a r.l. (DKF); those shares had not been delivered, remained registered in DKF's name, and were excluded from SERES's reported position. SERES also agreed, subject to conditions, to return its shares of DKF to their former owner.

Key Figures

Beneficially owned: 151,311,293 shares Percent of class: 7.76% Shares outstanding: 1,949,621,210 shares +2 more

5 metrics

Beneficially owned 151,311,293 shares SERES's reported CRSF position

Percent of class 7.76% SERES's reported ownership percentage

Shares outstanding 1,949,621,210 shares Basis for the reported percent of class

Shares purchased from Jakota Games & Reels SAS 151,311,293 shares November 7, 2025

DKF shares under separate purchase agreement 148,688,707 shares Not delivered and excluded from SERES's reported position

Key Terms

beneficially owned, Sole Voting Power, Sole Dispositive Power

3 terms

beneficially owned regulatory

"reported by them as beneficially owned"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Sole Voting Power regulatory

"Sole Voting Power 151,311,293.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

Sole Dispositive Power regulatory

"Sole Dispositive Power 151,311,293.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

FAQ

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

How many CRSF shares did SERES Investments report owning?

SERES reported beneficial ownership of 151,311,293 CRSF common shares, equal to 7.76% of the class. It reported sole voting and dispositive power over those shares.

Are the 148,688,707 DKF-held CRSF shares included in SERES's reported position?

No. SERES agreed to purchase 148,688,707 shares from DKF, but the shares had not been delivered, remained registered in DKF's name, and were excluded from SERES's statement. DKF and Clive Ng reported them as beneficially owned in a Schedule 13D/A filed December 12, 2025.

Who owns SERES Investments?

Since November 4, 2025, SERES has been wholly owned by Ivan Shabalov. Before then, it was wholly owned by GSF Foundation, of which Shabalov was the guardian.

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

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Available on EDGAR 10/23/2026 - 06:02 PM EDT Accepted by SEC EDGAR 10/23/2026 - 06:02 PM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Crisp Momentum Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

92934S502

(CUSIP Number)

07/29/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 92934S502

1

Names of Reporting Persons

SERES Investments S.a r.l., SPF

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

LUXEMBOURG

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 151,311,293.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 151,311,293.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

151,311,293.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.8 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: Since November 4, 2025, the reporting person has been wholly owned by Ivan Shabalov. Before that date it was wholly owned by GSF Foundation, a Jersey foundation, of which Ivan Shabalov was the guardian. Ownership is stated as of the date of this statement. The events reported are: (a) On July 29, 2025, the reporting person enforced its pledge over the shares of Digital Knight Finance S.a r.l. ("DKF") and became DKF's sole shareholder. DKF then held of record 148,688,707 shares, 14.2% of the 1,049,621,210 shares outstanding (the 529,359,775 shares reported on the cover of the issuer's Form 10-Q filed June 20, 2025, plus the 484,661,435 and 35,600,000 shares reported as issued in its Forms 8-K filed June 30 and July 15, 2025). (b) On November 7, 2025, the reporting person purchased 151,311,293 shares from Jakota Games & Reels SAS, now registered in its name, and agreed, subject to conditions, to return the shares of DKF to their former owner, which has since exercised control of DKF. (c) Also on November 7, 2025, the reporting person agreed to purchase DKF's 148,688,707 shares from DKF. Those shares have not been delivered, remain registered in the name of DKF, are reported by DKF and Clive Ng in their Schedule 13D/A filed December 12, 2025 as beneficially owned by them, and are not included in this statement. Percent of class is based on 1,949,621,210 shares outstanding: the 1,969,621,210 shares reported on the cover of the issuer's Form 10-Q filed June 15, 2026, less the 20,000,000 shares the issuer reported reacquiring on July 22, 2026 in its Form 8-K filed July 23, 2026.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Crisp Momentum Inc.
(b)	Address of issuer's principal executive offices: 250 PARK AVENUE, 7TH FLOOR, NEW YORK, NEW YORK, 10017.
Item 2.
(a)	Name of person filing: SERES Investments S.a r.l., SPF
(b)	Address or principal business office or, if none, residence: 124, Boulevard de la Petrusse, L-2330 Luxembourg, Grand Duchy of Luxembourg
(c)	Citizenship: Grand Duchy of Luxembourg (societe a responsabilite limitee; societe de gestion de patrimoine familial; R.C.S. Luxembourg B178096)
(d)	Title of class of securities: Common Stock, par value $0.0001 per share
(e)	CUSIP Number(s): 92934S502
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 151,311,293
(b)	Percent of class: 7.76 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 151,311,293
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 151,311,293
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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.

SERES Investments S.a r.l., SPF

Signature:	/s/ Katalin Kato
Name/Title:	Manager (category A)
Date:	10/16/2026

Signature:	/s/ Ivan Shabalov
Name/Title:	Manager (category B)
Date:	10/15/2026