SCHEDULE: Stockaccess Acquires 24.39% Stake in Crisp Momentum

Stockaccess SP Inc., controlled by Aleksandr Rubin, has acquired 500 million shares, representing a 24.39% stake in Crisp Momentum Inc. for $2.76 million.

Summary

• Stockaccess SP Inc. and Aleksandr Rubin (Reporting Persons) acquired 500,000,000 shares of Crisp Momentum Inc. common stock.
• The acquisition occurred on October 1, 2025, through a Private Transaction Agreement with an existing shareholder.
• The total purchase price was $2,760,000, equating to $0.00552 per share.
• Funding for the acquisition included $360,000 from Mr. Rubin's personal funds and a $2.4 million loan from Index Atlas AG.
• The loan from Index Atlas AG carries a 5% interest rate and has a 25-month term, with repayment flexible in cash or Issuer shares.
• The acquired shares represent 24.39% of Crisp Momentum Inc.'s outstanding common stock, based on 2,049,621,210 shares outstanding as of September 5, 2025.
• The Reporting Persons state the acquisition is for investment purposes and they currently have no plans to control or influence the Issuer's corporate activities.
• A Lock-Up Agreement prevents Stockaccess from selling shares for 180 days from October 1, 2025, after which sales are limited to 20% of original shares every three months.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive from the investor's perspective, as they have made a significant investment, implying confidence. However, the very low share price and the use of a loan introduce elements of risk and suggest the company itself might be in a challenging position, balancing the overall sentiment.

Positives

• A significant investor, Stockaccess SP Inc. and Aleksandr Rubin, has taken a substantial 24.39% stake in Crisp Momentum Inc., indicating potential confidence in the company's future.
• The acquisition was made at a low price of $0.00552 per share, suggesting a potentially undervalued asset from the investor's perspective.
• The investor has no immediate plans to control or influence corporate activities, which could imply stability for current management and strategy.

Negatives

• The purchase price of $0.00552 per share is very low, which could indicate a distressed valuation for Crisp Momentum Inc.
• A significant portion of the acquisition ($2.4 million out of $2.76 million) was financed through a loan, introducing leverage for the reporting person.
• The Lock-Up Agreement, while common, restricts the liquidity of the acquired shares for 180 days and then limits sales to 20% every three months, potentially impacting future market dynamics if the investor decides to divest.

Risks

• The reporting persons' investment strategy is subject to various factors, including Crisp Momentum Inc.'s business, financial condition, results of operations, and general economic conditions, which could negatively impact their investment.
• The loan from Index Atlas AG carries a 5% interest rate, and the reporting person must manage this debt, with the option to repay using Crisp Momentum Inc. shares, which could lead to future share sales.
• The low per-share acquisition price ($0.00552) suggests a high-risk investment, potentially reflecting underlying challenges or a highly speculative nature of Crisp Momentum Inc.'s stock.
• Future dispositions of shares by the reporting persons, especially after the lock-up period, could create selling pressure on Crisp Momentum Inc.'s stock.

Future Outlook

The Reporting Persons intend to review their investment in Crisp Momentum Inc. periodically, considering factors such as the Issuer's business, financial condition, and market conditions. They may acquire additional shares or dispose of existing ones in the future, depending on their assessment.

Industry Context

This filing indicates a significant private investment in a publicly traded company, potentially signaling a belief in its long-term value by a strategic consulting firm. Such large stakes can sometimes precede activist investor involvement or strategic partnerships, though the filing explicitly states no current plans for control. The very low share price suggests the company might be in a nascent stage, undergoing restructuring, or facing significant challenges, making it a speculative investment.

Stakeholder Impact

• Shareholders: The entry of a significant new investor (24.39% stake) could be perceived positively, potentially signaling future strategic developments or a belief in the company's underlying value. However, the very low acquisition price ($0.00552 per share) might raise concerns about the company's current valuation. Future sales by this investor after the lock-up period could also create selling pressure on the stock.
• Creditors: The Issuer's creditors are not directly impacted by this transaction, as it was a private sale between shareholders and not a direct capital raise by the company.

Next Steps

• Reporting Persons will periodically review their investment in Crisp Momentum Inc.
• Reporting Persons may acquire additional common stock or other securities of the Issuer in the open market or privately negotiated transactions.
• Reporting Persons may dispose of some or all of the common stock currently owned after the 180-day lock-up period, subject to a 20% rolling three-month sale limit.

Key Dates

Recommendation

A significant 24.39% stake acquisition by Stockaccess SP Inc. and Aleksandr Rubin indicates a belief in Crisp Momentum Inc.'s long-term potential, which could be a positive signal. However, the extremely low purchase price of $0.00552 per share suggests a highly speculative investment, potentially reflecting underlying challenges or a distressed valuation for the company. The investor's stated purpose is for investment, with no immediate plans to influence corporate activities, and a lock-up agreement restricts sales for 180 days, followed by limited divestment options. Given the speculative nature implied by the low share price and the potential for future selling pressure from this large shareholder, a 'hold' recommendation is prudent for existing investors. New investors should approach with extreme caution due to the high-risk profile.

Keywords

Crisp Momentum Inc., Stockaccess SP Inc., Aleksandr Rubin, Schedule 13D, Equity Acquisition, Investment, Common Stock, Shareholder Stake, Lock-Up Agreement, Private Transaction, Index Atlas AG, Strategic Consulting