SCHEDULE: SERES Investments Reports 7.8% Stake in Crisp Momentum

SERES Investments S.a r.l., SPF reports a beneficial ownership of 151,311,293 shares, representing 7.8% of Crisp Momentum Inc.'s common stock, following a series of transactions including pledge enforcement and share purchases.

Summary

• SERES Investments S.a r.l., SPF has acquired a significant stake in Crisp Momentum Inc., now beneficially owning 151,311,293 shares.
• This ownership represents 7.8% of the company's outstanding common stock.
• The acquisition involved the enforcement of a pledge over shares of Digital Knight Finance S.a r.l. (DKF) and subsequent share purchases.
• The reporting person became the sole shareholder of DKF on July 29, 2025, which held 148,688,707 shares.
• On November 7, 2025, SERES Investments purchased 151,311,293 shares from Jakota Games & Reels SAS.
• An agreement was made to return DKF's shares to their former owner, with DKF subsequently exercising control.
• The 148,688,707 shares previously held by DKF are not included in this filing as they remain registered in DKF's name and are reported by DKF and Clive Ng.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this as a neutral to slightly negative filing, primarily due to the complex and somewhat convoluted nature of the share acquisition and the potential for ongoing disputes or adjustments, despite the reporting of a significant ownership stake.

Positives

• SERES Investments has secured a substantial ownership position in Crisp Momentum Inc., holding 7.8% of the outstanding shares.
• The reporting person has sole voting and dispositive power over these 151,311,293 shares.

Negatives

• The filing details a complex series of transactions involving pledge enforcement and share purchases, suggesting potential prior financial distress or disputes.
• There is an ongoing agreement to return shares of DKF to its former owner, indicating that the current ownership structure may be temporary or subject to further change.
• The shares held by DKF (148,688,707) are not included in this filing, creating a potential for future reporting adjustments or confusion.
• The filing notes that the former owner of DKF has since exercised control of DKF, which could imply a loss of control for SERES Investments over those specific shares.

Risks

• The complexity of the transactions and the agreement to return shares to a former owner could lead to future legal disputes or challenges.
• The reporting person's control over the 148,688,707 shares held by DKF is uncertain, as DKF's former owner has regained control.
• The filing mentions that the shares of DKF have not been delivered and remain registered in DKF's name, indicating potential settlement risks.
• The percentage of class ownership is based on a fluctuating share count, with the issuer having reacquired shares, which could impact future ownership calculations.

Future Outlook

The filing does not contain specific forward-looking statements or guidance from Crisp Momentum Inc. The future outlook for SERES Investments' stake is dependent on the resolution of the agreement to return DKF shares and potential further transactions.

Management Comments

• Since November 4, 2025, the reporting person has been wholly owned by Ivan Shabalov. Before that date it was wholly owned by GSF Foundation, a Jersey foundation, of which Ivan Shabalov was the guardian.
• Ownership is stated as of the date of this statement.
• The events reported are: (a) On July 29, 2025, the reporting person enforced its pledge over the shares of Digital Knight Finance S.a r.l. ("DKF") and became DKF's sole shareholder. DKF then held of record 148,688,707 shares, 14.2% of the 1,049,621,210 shares outstanding (the 529,359,775 shares reported on the cover of the issuer's Form 10-Q filed June 20, 2025, plus the 484,661,435 and 35,600,000 shares reported as issued in its Forms 8-K filed June 30 and July 15, 2025).
• (b) On November 7, 2025, the reporting person purchased 151,311,293 shares from Jakota Games & Reels SAS, now registered in its name, and agreed, subject to conditions, to return the shares of DKF to their former owner, which has since exercised control of DKF.
• (c) Also on November 7, 2025, the reporting person agreed to purchase DKF's 148,688,707 shares from DKF. Those shares have not been delivered, remain registered in the name of DKF, are reported by DKF and Clive Ng in their Schedule 13D/A filed December 12, 2025 as beneficially owned by them, and are not included in this statement.
• Percent of class is based on 1,949,621,210 shares outstanding: the 1,969,621,210 shares reported on the cover of the issuer's Form 10-Q filed June 15, 2026, less the 20,000,000 shares the issuer reported reacquiring on July 22, 2026 in its Form 8-K filed July 23, 2026.

Industry Context

StockSavvy.ai notes that Schedule 13G filings typically indicate passive investment stakes. However, the detailed narrative surrounding the acquisition by SERES Investments suggests a more complex situation than a standard passive investment, potentially involving distressed asset acquisition or a restructuring of prior holdings. The specific details of pledge enforcement and subsequent agreements to return shares are unusual for a typical 13G filing.

Related Party Transactions

• The transaction involves the enforcement of a pledge over shares of Digital Knight Finance S.a r.l. (DKF), indicating a prior financial arrangement.
• An agreement exists to return shares of DKF to their former owner, suggesting a related party or prior beneficial owner is involved in ongoing transactions.

Stakeholder Impact

• Shareholders: The acquisition of a significant stake by SERES Investments could influence share price and corporate strategy. The complexity of the transaction may create uncertainty.
• Creditors: If the transactions stem from financial distress, it could impact creditors of entities involved.
• Management of Crisp Momentum Inc.: Will need to engage with a new significant shareholder whose acquisition process was complex.

Next Steps

• Resolution of the agreement to return DKF shares to their former owner.
• Potential future filings or amendments to reflect changes in beneficial ownership.
• Monitoring of Crisp Momentum Inc.'s corporate actions and share structure.

Key Dates

Recommendation

The filing indicates a significant ownership stake by SERES Investments, which is a notable event. However, the complex nature of the acquisition, including pledge enforcement and an agreement to return shares, introduces considerable uncertainty. The exact control and future intentions of SERES Investments remain unclear, making it prudent to hold and await further clarity on the company's strategic direction and the resolution of these transactions before considering a buy or sell decision.

Keywords

SERES Investments, Crisp Momentum, Schedule 13G, Beneficial Ownership, Shareholder, Pledge Enforcement, Digital Knight Finance, Luxembourg