Crisp Momentum (CRSF) director Clive Ng reclaims 148.7M shares via settlement

Rhea-AI Filing Summary

Crisp Momentum Inc. (CRSF) disclosed that major shareholder and director Clive Ng has re-acquired beneficial ownership of 148,688,707 shares of common stock effective November 7, 2025. The filing explains that these shares, held by Direct Knight Finance S.a.r.l. ("DKF"), were returned to him 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 rather than a purchase or sale at a determinable price. Ng’s ownership is indirect: he owns 100% of C Digital Libraries Inc., which is the beneficial owner of DKF, and he is reported as both a director and a 10% stockholder of Crisp Momentum based on this structure.

Insights

Equity ownership & governance analyst

Large block of pledged Crisp Momentum shares returned to insider via in-kind settlement.

The disclosure shows that Clive Ng, a director and 10% owner of Crisp Momentum Inc., has again become the beneficial owner of 148,688,707 common shares effective November 7, 2025. The filing describes this as a return of previously pledged shares held by Direct Knight Finance S.a.r.l. ("DKF"), rather than a new purchase or sale.

The shares were transferred back for no cash consideration under a settlement agreement that provided for satisfaction of obligations through in-kind transfers. Economically, that means there is no new cash entering or leaving Crisp Momentum in connection with this change; it is a shift in who is treated as the beneficial owner. Ng’s indirect control runs through his 100% ownership of C Digital Libraries Inc., which is the beneficial owner of DKF.

The filing confirms Ng’s status as both director and 10% stockholder based on this structure. The impact on trading dynamics or governance will depend on how this large block is voted or potentially transacted in the future, but the document itself is limited to recording the change in beneficial ownership and the non-cash nature of the settlement transfer.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

NG CLIVE

(Last) (First) (Middle)

3019 WILSHIRE BOULEVARD, SUITE 216

(Street)

SANTA MONICA CA 90402

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Crisp Momentum Inc. [ CRSF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/07/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.0001	11/07/2025		J		148,688,707(1)	A	(1)	148,688,707	I(2)	see footnote(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

NG CLIVE

(Last) (First) (Middle)

3019 WILSHIRE BOULEVARD, SUITE 216

(Street)

SANTA MONICA CA 90402

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Digital Knight Finance S.a r.l.

(Last) (First) (Middle)

14, RUE MATHIAS HARDT

(Street)

LUXEMBOURG N4 L-1717

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. On August 13, 2024, Clive Ng filed a Form 4 reporting that he ceased to have any direct or indirect interests in DKF. However, effective as of November 7, 2025, Clive Ng subsequently re-acquired his direct or indirect interests in DKF and is again 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.

2. The 148,688,707 shares of common stock are held directly by Direct Knight Finance S.a.r.l ("DKF"). Clive Ng is a director and 10% stockholder as a result of his indirect ownership in DKF. Mr. Ng is the 100% owner of C Digital Libraries Inc., a Delaware corporation, which in turn, is the beneficial owner of DKF.

	/s/ Digital Knight Finance S.a.r.l., By: Miguel Munoz, Director	12/12/2025
	/s/ Clive Ng	12/12/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Crisp Momentum Inc. (CRSF) report?

Crisp Momentum Inc. reported that director and 10% owner Clive Ng re-acquired beneficial ownership of 148,688,707 shares of common stock effective November 7, 2025.

How many Crisp Momentum (CRSF) shares are involved in Clive Ngs Form 4 filing?

The Form 4 shows 148,688,707 shares of Crisp Momentum common stock, reported as beneficially owned following the transaction and held through Direct Knight Finance S.a.r.l. ("DKF").

Did Crisp Momentum Inc. receive cash from this insider share transfer?

No. The filing states the shares were returned to the reporting person for no cash consideration under a settlement agreement providing for satisfaction of obligations through in-kind transfers.

How does Clive Ng indirectly own Crisp Momentum (CRSF) shares?

The 148,688,707 shares are held by DKF. Ng owns 100% of C Digital Libraries Inc., which is the beneficial owner of DKF, making him an indirect beneficial owner of the shares.

Is the reported Crisp Momentum (CRSF) transaction considered a purchase or sale?

The filing notes that the event reflects a return of previously pledged shares and "does not represent a purchase or sale at a determinable price."

What is Clive Ngs relationship to Crisp Momentum Inc. (CRSF) after this transaction?

Based on the filing, Clive Ng is reported as a director and a 10% stockholder of Crisp Momentum Inc. through his indirect ownership of the 148,688,707 shares held by DKF.