Crisp Momentum Inc. Enters Material Definitive Agreement

TL;DR

Crisp Momentum Inc. just signed a big deal, filing an 8-K for a material definitive agreement.

AI Summary

On September 17, 2025, Crisp Momentum Inc. entered into a material definitive agreement. The company, formerly known as OpenLocker Holdings, Inc., Descrypto Holdings, Inc., and W Technologies, Inc., is incorporated in Delaware and operates in the Finance Services sector.

Why It Matters

This filing indicates a significant new contract or partnership for Crisp Momentum Inc., which could impact its future business operations and financial performance.

Risk Assessment

Risk Level: medium — Entering into a material definitive agreement can introduce new risks and opportunities, the specifics of which are not detailed in this initial filing.

Key Players & Entities

• Crisp Momentum Inc. (company) — Registrant
• OpenLocker Holdings, Inc. (company) — Former Company Name
• Descrypto Holdings, Inc. (company) — Former Company Name
• W Technologies, Inc. (company) — Former Company Name
• September 17, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $2,900,000 — the Borrower in the principal amount of $2,900,000 (the "Loan"). Under the Agreement, the

Filing Documents

• form8-k.htm (8-K) — 41KB
• ex10-1.htm (EX-10.1) — 194KB
• 0001493152-25-014548.txt ( ) — 411KB
• crsf-20250917.xsd (EX-101.SCH) — 3KB
• crsf-20250917_lab.xml (EX-101.LAB) — 33KB
• crsf-20250917_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 17, 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 (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 17, 2025, Crisp Momentum Inc. (the "Company") entered into a convertible loan agreement (the "Agreement") with Banji Step K.K., a Japanese company (the "Borrower") and Motoko Yorozu, a Japanese citizen (the "Guarantor"), pursuant to which the Company agreed to provide loan financing to the Borrower in the principal amount of $2,900,000 (the "Loan"). Under the Agreement, the Company will deposit the Loan proceeds into an escrow account, with fees to be shared equally by the Company and the Borrower. Upon receipt of joint written instructions from the Company and the Borrower, the Loan proceeds will be released to the Borrower (such release date, the "Funding Date"). The Loan bears interest at a rate of 6.0% per annum and matures twelve months from the Funding Date (the "Maturity Date"). Pursuant to the terms of the Agreement, the Loan is convertible into 100% of the issued and outstanding equity interests of the Borrower upon the satisfaction of certain agreed conditions precedent, including, among others: (i) completion of a financial audit of the Borrower by an internationally recognized accounting firm; (ii) an independent business appraisal confirming a fair market value of the Borrower of not less than $2,900,000; (iii) comprehensive legal due diligence on the Borrower and its subsidiaries; (iv) the receipt of any required regulatory approvals; (v) no material adverse change since the effective date of the Agreement; (vi) accuracy of representations and warranties; (vii) execution of all transaction documents; and (viii) satisfactory due diligence on all subsidiaries. The Loan is secured by all of the shares in the Borrower, which are 100% owned by the Guarantor. If the conditions precedent set forth in the Agreement are not satisfied and the Loan does not convert into equity, the full principal and interest will be due on the Maturity Date. The Borrower may prepay the Loan at any time without penalty upon thirty days' prior written notice to the Company. Under the Agreement, the Guarantor has unconditionally guaranteed all obligations of the Borrower until conversion or full repayment of the Loan. The Agreement contains representations, warranties and covenants of the Company and the Borrower that are customary for a transaction of this nature. The Agreement also contains indemnification obligations of the parties thereto. The foregoing description of the Agreement does not purport to be complete and is subject to and qualified in its entirety by the full text of the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 Convertible Note Agreement, dated as of September 17, 2025, by and between Crisp Momentum Inc., Banji Step K.K and Motoko Yorozu.* 104 Cover Pa

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View this 8-K filing on SEC EDGAR