[SCHEDULE 13D/A] Crisp Momentum Inc. SEC Filing

Rhea-AI Filing Summary

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.

Insights

Financial Analyst

TL;DR: Reporting persons control a majority stake (60.4%), a material change that can affect corporate control and strategy.

The filing shows a single investor group—Jakota Capital AG and its ultimate owner—now holding a majority of common stock, which is material for shareholders because majority ownership can determine board composition, strategic decisions and potential corporate actions. The lock‑up limits immediate disposition of shares, reducing near‑term selling pressure, while staggered releases of 20% every quarter could influence future supply. Note the filing contains inconsistent purchase price statements ($600,000 described in Item 3 versus $6,000,000 in Item 6); this discrepancy should be clarified against the attached Stock Purchase Agreement exhibit.

Corporate Governance Expert

TL;DR: A new majority holder creates potential for substantial governance influence, making this filing materially impactful.

Achieving 60.4% beneficial ownership implies de facto control and the ability to impact shareholder votes and corporate governance decisions. The structured ownership chain and the disclaimer of beneficial ownership by Mr. Oliveira are disclosed, but actual control is clearly asserted through ownership of intermediary entities. The lock‑up provides predictable timing for secondary sales, which may moderate immediate governance uncertainty but signals potential future share liquidity events. The filing properly references executed agreements as exhibits for verification.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

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)

09/05/2025

(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 1,238,560,284.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,238,560,284.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,238,560,284.00

12

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

13

Percent of class represented by amount in Row (11)

60.4 %

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 1,238,560,284.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,238,560,284.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,238,560,284.00

12

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

13

Percent of class represented by amount in Row (11)

60.4 %

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. 3 to the Schedule 13D filed by the undersigned ("Amendment No. 3"). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended to add the following: The 1,000,000,000 shares of the Issuer's common stock purchased by Jakota Capital AG ("Jakota") pursuant to the Stock Purchase Agreement, dated September 5, 2025, as described further in Item 6 below, were purchased for a total of $600,000, $300,000 of which was paid in cash from the Jakota's working capital and the remaining $300,000 was paid in the form of a Promissory Note.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended to add the following: As a substantial owner of shares in the Issuer, Jakota may have influence over the corporate activities of the Issuer that require the vote of the shareholders of the Issuer, including those that may relate to the transactions described in clauses (a) through (j) of Item 4 of Schedule 13D.
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 and restated as follows: The transactions in the Shares by the Reporting Persons during the past 60 days are set forth in more detail in Item 6.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended to add the following: The relationships between the Reporting Persons described in Items 2 and 5 above are incorporated herein by reference. Stock Purchase Agreement. On September 5, 2025, the Issuer entered into a Stock Purchase Agreement with Jakota, pursuant to which the Issuer agreed to issue and sell to the Buyer 1,000,000,000 shares of common stock for a total purchase price of $6,000,000. Lock-Up Agreement. Pursuant to the Stock Purchase Agreement, Jakota agreed to enter into a Lock-Up Agreement. Pursuant to the Lock-Up Agreement, Jakota agreed to that from September 5, 2025 through 180 days thereafter (the "Lock-Up Period"), it will not, directly or indirectly: (a) offer for sale, sell, pledge or otherwise dispose of, or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future (each, a "Transfer") any of the Shares, including, without limitation, Shares that may be deemed to be beneficially owned by Jakota in accordance with the rules and regulations of the U.S. Securities and Exchange Commission and Shares that may be issued upon exercise of any options or warrants, or securities convertible into or exercisable or exchangeable for Shares; (b) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of Shares, whether any such transaction is to be settled by delivery of Shares or other securities, in cash or otherwise; or (c) publicly disclose the intention to do any of the foregoing. Following the expiration of the Lock-Up Period, in each three month period, Jakota is able to transfer a number of shares equal to 20% of the Shares held by Jakota as of September 5, 2025. The unsold Shares will not be carried over to any subsequent three month period. The Lock-Up is subject to certain exclusions, as further set forth in the Lock-Up Agreement. The foregoing description of the form of Stock Purchase Agreement and the Lock Up Agreement does not purpose to be compete and is qualified in its entirety by the full text of such agreements, which is attached as exhibits to this Schedule 13D and incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Stock Purchase Agreement between the Issuer and Jakota Capital AG, dated September 5, 2025 Lock-Up Agreement between the Issuer and Jakota Capital AG, dated September 5, 2025

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:	09/10/2025

da Silva Oliveira Ricardo

Signature:	/s/ Ricardo da Silva Oliveira
Name/Title:	Ricardo da Silva Oliveira
Date:	09/10/2025

FAQ

How many shares of OLKR does Jakota Capital AG report owning?

The filing reports 1,238,560,284 shares, representing 60.4% of the class based on 2,049,621,210 shares referenced in the Stock Purchase Agreement.

What was the purchase price paid by Jakota under the Stock Purchase Agreement?

The filing contains two references: Item 3 states $600,000 (with $300,000 cash and $300,000 promissory note), while Item 6 states a total purchase price of $6,000,000; the agreements are attached as exhibits for verification.

Are there restrictions on Jakota selling the shares?

Yes. Jakota agreed to a 180‑day lock‑up from September 5, 2025, after which it may transfer up to 20% of its shares held as of that date in each three‑month period, subject to exclusions.

Who is the ultimate beneficial owner disclosed in the filing?

The filing states that Ricardo da Silva Oliveira owns 100% of Joro Consulting Ltd., which controls Nobias Media Sarl and Jakota, and thus may be deemed the ultimate beneficial owner; Mr. Oliveira disclaims beneficial ownership of the shares.

What exhibits are attached to this Schedule 13D/A?

The filing references and incorporates the executed Stock Purchase Agreement and the Lock‑Up Agreement dated September 5, 2025 as exhibits.