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. 1)*
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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) |
Clive Ng 3019 Wilshire Boulevard, Suite 216, Santa Monica, CA, 90402 352691193123 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/07/2025 (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
Digital Knight Finance S.a r.l. | ||||||||
| 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
LUXEMBOURG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
148,688,707.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.25 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
The percentage in #13 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
Clive Ng | ||||||||
| 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
MALAYSIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
148,688,707.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.25 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The percentage in #13 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:
250 Park Avenue, 7th Floor, New York,
NEW YORK
, 10017. | |
Item 1 Comment:
The following constitutes Amendment No.1 to the Schedule 13D filed by the undersigned ("Amendment No. 1"). This Amendment No. 1 amends the Schedule 13D as specifically as set forth herein. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is amended as follows: The description in Item 5(c) is incorporated herein by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) is amended and restated as follows: The following disclosure 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. Mr. Ng is the 100% owner of CDL. CDL is the 100% owner of DKF. DKF is the direct beneficial owner of the 148,688,707 shares of common stock of the Issuer. Therefore, as of the date of this Schedule 13D, Mr. Ng may be deemed to be the beneficial owner of 148,688,707 shares of common stock, representing approximately 7.25% of the issued and outstanding shares of common stock of the Issuer. | |
| (c) | Item 5(c) is amended and restated as follows: On August 8, 2025, Clive Ng ceased to have any direct or indirect interests in DKF. Subsequently, effective as of November 7, 2025, Clive Ng re-acquired his direct or indirect interests in DKF and again became 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. | |
| 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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