Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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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) |
03/06/2026 (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
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| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
25,309,358.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.24 % | ||||||||
| 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 as of February 13, 2026, as represented in the Issuer's Form 10-Q/A filed with the SEC on February 17, 2026.
SCHEDULE 13D
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| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
25,309,358.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.24 % | ||||||||
| 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, as of February 13, 2026, as represented in the Issuer's Form 10-Q/A filed with the SEC on February 17, 2026.
SCHEDULE 13D
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| 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:
250 Park Avenue, 7th Floor, New York,
NEW YORK
, 10017. | |
Item 1 Comment:
The following constitutes Amendment No. 5 to the Schedule 13D filed by the undersigned ("Amendment No. 5"). This Amendment No. 5 amends the Schedule 13D as specifically set forth herein. | ||
| 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 as of February 13, 2026, as represented in the Issuer's Form 10-Q/A filed with the SEC on February 17, 2026. | |
| (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 to include the following: On October 28, 2025, the Reporting Persons entered into a loan agreement with a third party, which was agreed to be repaid through the delivery of shares of the Issuer on or before the maturity date of March 8, 2026. The loan was repaid in full on March 6, 2026 by the delivery from the Reporting Persons of 213,250,926 shares of common stock (representing a price of $0.0124 per share). | |
| (e) | March 6, 2026 | |
| 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.
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