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Crisp Momentum Inc. (CRSF): On 10/24/2025, reporting persons including director Norman Hansen executed a Code S sale of 50,000,000 shares of common stock to a third party at a price per share of $0.001031648, for an aggregate of $51,582.40. Following the transaction, beneficial ownership is reported at 395,606,941 shares. The filing notes that Mr. Hansen is the principal and ultimate beneficial owner of Jakota Games & Reels SAS and disclaims beneficial ownership except to the extent of his pecuniary interest.
Jakota Games & Reels SAS and Norman Hansen filed Amendment No. 2 to Schedule 13D for Crisp Momentum Inc. (CRSF), updating beneficial ownership and disclosing a recent secondary sale. The filing reports an ownership stake of approximately 19.3%, calculated based on 2,049,621,210 shares outstanding as represented by the issuer in a Stock Purchase Agreement dated September 5, 2025.
On October 16, 2025, Jakota Games & Reels SAS agreed to sell 50,000,000 shares of Crisp Momentum common stock to a non‑affiliated third party for $51,582.40, or $0.001031648 per share. The transaction closed on October 24, 2025. Mr. Hansen is the 100% owner of Jakota Games & Reels SAS and may be deemed a beneficial owner through that entity, while disclaiming beneficial ownership except to the extent of his pecuniary interest.
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.
Crisp Momentum Inc. (CRSF) reported an insider transaction on Form 4. A director reported disposing of 39,054,494 shares of common stock on 10/03/2025 with transaction code J (other). The shares were exchanged for equity interests in a privately held company; no cash consideration was involved, and the price per share was noted as $0.001 based on the original purchase price due to the absence of an ascertainable fair market value.
Following the transaction, the filer reported 445,606,941 shares beneficially owned, held directly. The filing notes that Norman Hansen is the principal and ultimate beneficial owner of Jakota Games & Reels SAS and disclaims beneficial ownership except to the extent of his pecuniary interest.
Crisp Momentum Inc. entered into a material convertible loan agreement with Japanese company Banji Step K.K., providing a principal loan of $2,900,000. The loan bears interest at 6.0% per year, with a maturity twelve months after the funding date, and proceeds are initially deposited into escrow before release to the borrower.
The loan can convert into 100% of Banji Step K.K.’s equity if several conditions are met, including a financial audit, a business appraisal confirming a fair market value of at least $2,900,000, comprehensive legal and subsidiary due diligence, required regulatory approvals, no material adverse change, accurate representations and warranties, and execution of all transaction documents. The loan is secured by all of the borrower’s shares, which are owned by guarantor Motoko Yorozu, who has unconditionally guaranteed the borrower’s obligations. If the loan does not convert, full principal and interest are due at maturity, and the borrower may prepay at any time with 30 days’ notice.
Crisp Momentum Inc. Schedule 13D Amendment No. 3 discloses that Jakota Capital AG (controlled through a chain of entities ultimately linked to Ricardo da Silva Oliveira) now holds 1,238,560,284 shares, representing 60.4% of the outstanding common stock based on 2,049,621,210 shares referenced in a Stock Purchase Agreement dated September 5, 2025. The filing states Jakota purchased 1,000,000,000 shares under that agreement and identifies the source of funds as working capital, with $300,000 paid in cash and $300,000 in a promissory note in one section and a total purchase price of $6,000,000 stated elsewhere in the document. Jakota agreed to a 180‑day lock-up after September 5, 2025, after which it may transfer up to 20% of its shares in each three‑month period, subject to exclusions. The filing incorporates executed Stock Purchase and Lock‑Up Agreements as exhibits.