Crisp Momentum Inc. 8-K Filing

FAQ

Key Financial Figures

• $750,000 — sists of an aggregate purchase price of $750,000 to be satisfied, in whole or in part, b
• $1,750,000 — sists of an aggregate purchase price of $1,750,000 to be satisfied, in whole or in part, b
• $400,000 — sists of an aggregate purchase price of $400,000 to be satisfied, in whole or in part, b

Filing Documents

• form8-k.htm (8-K) — 50KB
• ex10-1.htm (EX-10.1) — 245KB
• ex10-2.htm (EX-10.2) — 227KB
• ex10-3.htm (EX-10.3) — 184KB
• ex99-1.htm (EX-99.1) — 7KB
• 0001493152-25-024473.txt ( ) — 959KB
• crsf-20251114.xsd (EX-101.SCH) — 3KB
• crsf-20251114_lab.xml (EX-101.LAB) — 33KB
• crsf-20251114_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): November 14, 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.) 250 Park Avenue , 7 th Floor New York , NY 10017 (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 November 14, 2025, Crisp Momentum Inc. (the "Company") entered into three agreements with Banji Step K.K., a Japanese company (the "Seller"): (1) an Asset Purchase Agreement with respect to the Seller's TaleOn Business (as defined below) (the "TaleOn APA"), (ii) an Asset Purchase Agreement with respect to the Seller's TopReels Business (as defined below) (the "TopReels APA"), and (iii) a Share Purchase Agreement for the acquisition of shares of Carpenstream Inc (the "Carpenstream SPA"). The principal terms of each agreement are summarized below. TaleOn APA Pursuant to the terms of the TaleOn APA, the Company acquired from Seller all assets used in or relating to the TaleOn online short-form content distribution platform (the "TaleOn Business"). The TaleOn APA provides that the assets acquired include, among other things, intellectual property (including TaleOn trademarks and branding), technology, software, content libraries and audiovisual works (including rights to certain original shows and associated production materials), app store listings and developer materials. The consideration for the TaleOn APA consists of an aggregate purchase price of $750,000 to be satisfied, in whole or in part, by application of a setoff and credit against amounts outstanding under that certain Convertible Loan Agreement dated September 17, 2025 (the "Loan Agreement"), as previously disclosed on the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on September 19, 2025. Any remaining cash consideration, if applicable, is payable by wire transfer at closing. Closing of the transactions pursuant to the TaleOn APA is expected to occur on or about January 31, 2026 and is subject to customary closing conditions for a transaction of this nature. TopReels APA Pursuant to the terms of the TopReels APA, the Company acquired from Seller all assets used in or relating to the TopReels online short-form content distribution platform (the "TopReels Business"). The TopReels APA provides that the assets acquired include, among other things, intellectual property (including TopReels trademarks and branding), technology, software, content libraries and audiovisual works (including rights to certain original shows and associated production materials), app store listings and developer materials. The consideration for the TopReels APA consists of an aggregate purchase price of $1,750,000 to be satisfied, in whole or in part, by application of a setoff and credit against amounts outstanding under the Loan Agreement. Any remaining cash consideration, if applicable, is payable by wire transfer at closing. Closing of the transactions pursuant to the TopReels APA is expected to occur on or about January 31, 2026 and is subject to customary closing conditions for a transaction of this nature. Carpenstream SPA Pursuant to the terms of the Carpenstream SPA, the Compa

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