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"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
Crisp Momentum Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
92934S502 (CUSIP Number) |
Chi Kong (Adrian) Cheng c/o Aurion Prime Holding Limited, 250 Park Avenue, 7th Floor New York, NY, 10177 (646) 481-5184 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/28/2025 (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
Aurion Prime Holdings Limited | ||||||||
| 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
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
713,250,926.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
34.8 % | ||||||||
| 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 the Issuer's 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
|
| CUSIP No. | 92934S502 |
| 1 |
Name of reporting person
Almad Development Holdings Limited | ||||||||
| 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
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
713,250,926.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
34.8 % | ||||||||
| 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 the Issuer's 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
|
| CUSIP No. | 92934S502 |
| 1 |
Name of reporting person
Almad Group Limited | ||||||||
| 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
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
713,250,926.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
34.8 % | ||||||||
| 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 the Issuer's 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
|
| CUSIP No. | 92934S502 |
| 1 |
Name of reporting person
Chi Kong (Adrian) Cheng | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
HONG KONG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
713,250,926.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
34.8 % | ||||||||
| 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 the Issuer's 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
|
| 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 ("Amendment No. 1") to the Schedule 13D filed with the Securities and Exchange Commission ("SEC") by the undersigned on October 8, 2025 (the "Schedule 13D"). This Amendment No. 1 amends and supplements the Schedule 13D as specifically set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended and supplemented to include the following: The information in Item 4 is incorporated herein by reference. The Loan to JAKOTA Capital AG ("JAKOTA") was funded with the working capital of Aurion Prime Holdings Limited ("Aurion"). | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented to include the following: On October 28, 2025, Aurion and JAKOTA entered into a Convertible Loan Agreement (the "Loan Agreement"), pursuant to which JAKOTA borrowed $2,644,311.24 (the "Loan") from Aurion. Under the Loan Agreement, the Loan was to be repaid in full through the transfer of an aggregate of 213,250,926 shares of common stock (the "Shares") of the Issuer from JAKOTA to Aurion on or before March 8, 2026 (the "Maturity Date"). Additionally, pursuant to the Loan Agreement, JAKOTA undertook to exercise any voting rights or consent rights relating to the Shares strictly in accordance with the written instructions of Aurion until the Maturity Date. On March 4, 2026, pursuant to the Loan Agreement, JAKOTA delivered the Shares to Aurion in full repayment of the loan. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of the close of business on March 6, 2026: 1. Aurion (a) Amount beneficially owned: 713,250,926* 2. ADHL (a) Amount beneficially owned: 713,250,926* 3. AGL (a) Amount beneficially owned: 713,250,926 * 4. Mr. Cheng (a) Amount beneficially owned: 713,250,926 * | |
| (b) | The percentages used herein are calculated based upon 2,049,621,210 shares of Issuer Common Stock issued and outstanding as of February 13, 2026. As of the close of business on March 6, 2026: 1. Aurion (b) Percent of class: 34.8%* (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 713,250,926* (iii) Sole power to dispose or direct the disposition: 0 (iv) Shared power to dispose or direct the disposition: 713,250,926* 2. ADHL (b) Percent of class: 34.8%* (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 713,250,926* (iii) Sole power to dispose or direct the disposition: 0 (iv) Shared power to dispose or direct the disposition: 713,250,926* 3. AGL (b) Percent of class: 34.8%* (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 713,250,926* (iii) Sole power to dispose or direct the disposition: 0 (iv) Shared power to dispose or direct the disposition: 713,250,926* 4. Mr. Cheng (b) Percent of class: 34.8%* (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 713,250,926* (iii) Sole power to dispose or direct the disposition: 0 (iv) Shared power to dispose or direct the disposition: 713,250,926* *Each Reporting Person disclaims beneficial ownership of these shares except to the extent of such person's pecuniary interest therein. | |
| (c) | The information in Items 3 and 4 is incorporated herein by reference. Except as disclosed in this Amendment No. 1 and the Schedule 13D, there have been no transactions by the Reporting Persons in the securities of the Issuer during the past sixty days. | |
| (d) | No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby amended and supplemented to include the following: The information in Item 4 is incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Schedule 13D is hereby amended and supplemented to include the following: Exhibit 4 Convertible Loan Agreement, dated October 28, 2025, by and between Aurion Prime Holdings Limited and JAKOTA Capital AG. | ||
| 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.
|
|
|
|
|
|
|
|
|