SCHEDULE: Jakota Capital Acquires Controlling Stake in Crisp Momentum

Jakota Capital AG has acquired a 60.4% controlling interest in Crisp Momentum Inc. through a stock purchase agreement.

Summary

• Jakota Capital AG and Ricardo da Silva Oliveira (ultimate beneficial owner of Jakota) now beneficially own 1,238,560,284 shares of Crisp Momentum Inc. common stock.
• This represents 60.4% of the 2,049,621,210 common shares outstanding as of September 5, 2025.
• Jakota Capital AG purchased 1,000,000,000 shares for a total of $600,000.
• The purchase price was paid with $300,000 in cash from Jakota's working capital and a $300,000 Promissory Note.
• The acquisition gives Jakota significant influence over Crisp Momentum's corporate activities requiring shareholder votes.
• A 180-day lock-up period prevents Jakota from selling or transferring shares until approximately March 4, 2026.
• Following the lock-up, Jakota can transfer 20% of its shares (held as of September 5, 2025) every three months, with no carry-over for unsold shares.

Sentiment

Score: 3

Explanation: The sentiment is negative due to significant shareholder dilution, a very low implied valuation for the shares issued, and the transfer of majority control, which could disadvantage minority shareholders. While new capital was raised, the terms appear highly unfavorable to existing equity holders.

Positives

• Crisp Momentum Inc. received $300,000 in cash and a $300,000 promissory note, providing capital.
• The acquisition by Jakota Capital AG, a Swiss entity, could bring new strategic direction and stability to Crisp Momentum Inc.
• The lock-up agreement provides a period of stability for the shareholding structure, preventing immediate large-scale selling by the new majority owner.

Negatives

• The purchase price of $600,000 for 1,000,000,000 shares implies a very low valuation per share ($0.0006 per share), which could indicate financial distress or a highly speculative nature of Crisp Momentum Inc.
• The issuance of 1,000,000,000 new shares significantly dilutes existing shareholders.
• The new majority owner, Jakota Capital AG, now holds a controlling stake (60.4%), potentially limiting the influence of other shareholders.

Risks

• Dilution: Existing shareholders have been significantly diluted by the issuance of 1,000,000,000 new shares to Jakota Capital AG.
• Control Risk: Jakota Capital AG's 60.4% ownership gives it substantial control over corporate activities, potentially overriding minority shareholder interests.
• Liquidity Risk (for Jakota): The lock-up agreement restricts Jakota's ability to sell shares for 180 days, and thereafter limits sales to 20% every three months, which could impact its liquidity if it needs to divest quickly.
• Valuation Risk: The extremely low per-share purchase price ($0.0006) suggests a high-risk investment or a company in a challenging financial position.

Future Outlook

Jakota Capital AG, as a substantial owner, intends to have influence over Crisp Momentum Inc.'s corporate activities that require shareholder votes, suggesting potential strategic shifts or governance changes. Following a 180-day lock-up period, Jakota will be able to transfer a limited portion of its shares quarterly.

Management Comments

• 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.

Industry Context

This transaction represents a significant change in control for Crisp Momentum Inc., with a new majority shareholder taking a dominant position. Such events often occur in companies seeking a strategic partner, fresh capital, or undergoing a restructuring. The extremely low per-share valuation suggests the company may be in a distressed state or operating in a highly speculative segment, where capital infusions at low prices are common for a controlling stake.

Corporate Governance

Stakeholder Impact

• Shareholders: Significant dilution of existing shareholders and loss of control due to the new majority owner.
• Company (Crisp Momentum Inc.): Received a capital infusion ($300,000 cash and $300,000 promissory note) and potentially a new strategic direction from the controlling shareholder.
• Jakota Capital AG: Gained a controlling interest in Crisp Momentum Inc. with potential for strategic influence, subject to a 180-day lock-up and subsequent transfer restrictions.

Next Steps

• Jakota Capital AG will adhere to a 180-day lock-up period, expiring around March 4, 2026.
• Following the lock-up, Jakota Capital AG may transfer up to 20% of its shares every three months.
• Jakota Capital AG may exercise influence over Crisp Momentum Inc.'s corporate activities requiring shareholder votes.

Key Dates

Recommendation

The filing indicates a highly dilutive capital raise at an extremely low valuation ($0.0006 per share) for Crisp Momentum Inc., resulting in a new majority shareholder (60.4% ownership). This transaction significantly diminishes the value and influence of existing minority shareholders. The low valuation suggests severe underlying issues or a highly speculative business model. While new capital was secured, the terms are highly unfavorable to current equity holders, making the stock a strong sell for existing investors and unattractive for new investment.

Keywords

Crisp Momentum Inc., JAKOTA CAPITAL AG, Ricardo da Silva Oliveira, Schedule 13D, Beneficial Ownership, Controlling Stake, Stock Purchase Agreement, Lock-Up Agreement, Share Dilution, Corporate Governance, SEC Filing