SCHEDULE: Crisp Momentum Investor Sells 39M Shares for Private Equity

Jakota Games & Reels SAS, controlled by Norman Hansen, has agreed to sell 39 million shares of Crisp Momentum Inc. for equity in a private company with an undeterminable value.

Summary

• Jakota Games & Reels SAS (JGR) and Norman Hansen are the beneficial owners of Crisp Momentum Inc. common stock.
• As of the filing date, JGR directly owns 445,606,941 shares, representing approximately 21.74% of Crisp Momentum's outstanding common stock.
• Norman Hansen, as the 100% owner of JGR, is deemed the beneficial owner of these 445,606,941 shares.
• On October 3, 2025, JGR entered into an agreement to sell 39,054,494 shares of Crisp Momentum common stock to a non-affiliated third party.
• The consideration for this sale was equity interests in a privately held company, with no ascertainable fair market value and no cash exchanged, making the price per share undeterminable.
• The percentage of class is based on 2,049,621,210 shares of common stock outstanding, as represented by Crisp Momentum Inc. in a Stock Purchase Agreement dated September 5, 2025.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to a significant shareholder reducing their stake, especially for non-cash consideration with an undeterminable value, which could signal caution or a lack of confidence in the issuer's immediate prospects from the seller's perspective.

Positives

• NA

Negatives

• A significant beneficial owner, Jakota Games & Reels SAS, is reducing its stake by selling 39,054,494 shares.
• The consideration for the share sale was equity in a privately held company, with no ascertainable fair market value and no cash, which could imply a lack of liquidity or difficulty in achieving a clear valuation for the shares.

Risks

• The value of the consideration received for the 39,054,494 shares is not determinable, as it involves equity interests in a privately held company with no ascertainable fair market value.
• A large block sale by a significant shareholder could be perceived negatively by the market, potentially impacting investor confidence and share price.

Future Outlook

The filing does not provide explicit forward-looking statements or guidance from Crisp Momentum Inc. It primarily details a change in beneficial ownership by a significant shareholder.

Management Comments

• Norman Hansen disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

Industry Context

This filing primarily concerns a change in beneficial ownership by a significant shareholder and does not provide broader industry context or trends. It reflects a specific strategic decision by an investor to divest a portion of their stake in Crisp Momentum Inc. in exchange for private equity.

Comparison to Industry Standards

• NA

Related Party Transactions

• Jakota Games & Reels SAS entered into an agreement with a non-affiliated third party for the sale of shares.

Stakeholder Impact

• Shareholders may react to the news of a significant beneficial owner reducing their stake, particularly given the non-cash, undeterminable value of the consideration, which could lead to negative market perception.
• The transaction changes the ownership structure, potentially impacting future strategic directions or influence on Crisp Momentum Inc.

Next Steps

• The agreement for the sale of 39,054,494 shares by Jakota Games & Reels SAS is in place, indicating the transaction is proceeding or has occurred as an agreement.

Key Dates

Recommendation

The sale of a large block of shares by a significant beneficial owner, especially for non-cash consideration with an undeterminable fair market value, introduces uncertainty. While not an immediate 'sell' signal, it warrants caution and a 'hold' recommendation until further clarity emerges regarding the implications of this ownership change and the strategic rationale behind the non-cash transaction.

Keywords

Crisp Momentum Inc., Jakota Games & Reels SAS, Norman Hansen, Schedule 13D, Beneficial Ownership, Stock Sale, Equity Interests, Private Company, Shareholder Activity