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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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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) |
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
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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
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
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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
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
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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:
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.
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