Crisp Momentum Inc. Files 8-K with Material Agreement

TL;DR

Crisp Momentum Inc. (CRSP) filed an 8-K on 9/5/25 detailing a material agreement and equity sales.

AI Summary

On September 5, 2025, Crisp Momentum Inc. entered into a Material Definitive Agreement. The company also reported on Unregistered Sales of Equity Securities and filed Financial Statements and Exhibits. This filing follows a series of previous name changes, including from OpenLocker Holdings, Inc. in 2022.

Why It Matters

This 8-K filing indicates significant corporate activity, including a material definitive agreement and potential equity sales, which could impact the company's financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing involves a material definitive agreement and unregistered sales of equity, which can introduce financial and operational risks.

Key Numbers

• 000-24520 — Commission File Number (Identifies the company's SEC filing history.)
• 20250905 — Report Date (Date of the earliest event reported in the 8-K.)

Key Players & Entities

• Crisp Momentum Inc. (company) — Registrant
• September 5, 2025 (date) — Date of earliest event reported
• OpenLocker Holdings, Inc. (company) — Former company name
• 0000924396 (company) — Central Index Key
• 04-3021770 (company) — IRS Employer Identification No.

FAQ

Key Financial Figures

• $6,000,000 — "Shares") for a total purchase price of $6,000,000 (the "Transaction"). Pursuant to the te
• $3,000,000 — t the closing, the Company received (i) $3,000,000 of the purchase price in cash and (ii)
• $1.00 — e Note, for a total redemption price of $1.00. The Buyer is a related party with pr

Filing Documents

• form8-k.htm (8-K) — 45KB
• ex10-1.htm (EX-10.1) — 229KB
• ex10-2.htm (EX-10.2) — 47KB
• ex10-3.htm (EX-10.3) — 54KB
• 0001641172-25-026990.txt ( ) — 594KB
• crsf-20250905.xsd (EX-101.SCH) — 3KB
• crsf-20250905_lab.xml (EX-101.LAB) — 34KB
• crsf-20250905_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 3KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2025 Crisp Momentum Inc. (Exact name of registrant as specified in its charter) Delaware 000-24520 04-3021770 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 1700 Palm Beach Lakes Blvd. , Suite 820 West Palm Beach , FL 33401 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (305) 351-9195 OpenLocker Holdings, Inc. (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered N/A N/A N/A Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 1.01 Entry into a Material Definitive Agreement. On September 5, 2025, Crisp Momentum Inc. (the "Company") entered into a Stock Purchase Agreement (the "Purchase Agreement") with Jakota Capital AG, a company incorporated under the laws of Switzerland (the "Buyer"), pursuant to which the Company agreed to issue and sell to the Buyer a total of 1,000,000,000 shares of common stock (the "Shares") for a total purchase price of $6,000,000 (the "Transaction"). Pursuant to the terms and conditions of the Purchase Agreement, at the closing, the Company received (i) $3,000,000 of the purchase price in cash and (ii) a promissory note issued by the Buyer in the amount of $3,000,000 (the "Note"). The Note accrues interest at 0.1% per annum and matures on the earlier of 90 days from the closing date or such earlier date as the Note may be accelerated pursuant to the event of default provisions set forth therein. If the Buyer does not repay the Note by its maturity date, the Company will have the right to redeem a portion of the Shares issued in the Transaction, equal in value to the unpaid balance of the Note, for a total redemption price of $1.00. The Buyer is a related party with prior investment history in the Company. Prior to the closing, the Buyer owned approximately 22.65% of the issued and outstanding shares of common stock of the Company on a fully diluted basis. The Shares issued to the Buyer pursuant to the Purchase Agreement constitute approximately 48.70% of the shares of common stock of the Company outstanding on a fully diluted basis immediately following the closing, increasing the Buyer's total ownership to 60.32%. The Purchase Agreement contains representations, warranties and covenants of the Company that are customary for a transaction of this nature. The Purchase Agreement also contains indemnification obligations of the parties thereto. The foregoing descriptions of the Purchase Agreement and the Note do not purport to be complete and are subject to and qualified in their entirety by the full text of the Purchase Agreement and the Note, copies of which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and is incorporated into this Item 1.01 by reference. As a condition to closing, the parties agreed that the Buyer must enter into a lock-up agreement with the Company, pursuant to which the Buyer agreed that it will not sell or transfer (subject to certain customary exceptions) any shares of the Company's common stock for a period of six months following the closing. The Form of Lock-Up Agreement is attached as Exhibit 10.3 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference. Item 3.02 Unregistered Sales of Equity Securities. The information contained in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02. The Shares are being offered and sold by the Compa

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