Crisp Momentum Stock Price, News & Analysis

Crisp Momentum Inc. (symbol CRSF) is a public company that files reports with the U.S. Securities and Exchange Commission (SEC). According to its SEC filings, the company was formerly known as OpenLocker Holdings, Inc. and continues to operate as a registrant under the Securities Exchange Act of 1934. While its detailed industry classification is not specified in the available data, recent filings describe a focus on digital content and related business arrangements.

Corporate background and name history

In its Form 12b‑25 (Notification of Late Filing), Crisp Momentum Inc. identifies itself as the registrant and notes OpenLocker Holdings, Inc. as its former name. This indicates a corporate renaming, with Crisp Momentum Inc. as the current name used in SEC reports. The company remains subject to periodic reporting obligations under Section 13 or 15(d) of the Exchange Act, as evidenced by references to required Forms 10‑K and 10‑Q.

Reporting status and auditor changes

Crisp Momentum Inc. has disclosed challenges in meeting certain filing deadlines. In a Form 12b‑25 related to its Quarterly Report on Form 10‑Q for the quarter ended October 31, 2025, the company states that it is unable to file the report without unreasonable effort or expense due to delays in obtaining, compiling, and reviewing financial statement information following a recent change in its auditor. The same filing notes that the company had also been unable to file its Annual Report on Form 10‑K for the fiscal year ended July 31, 2025 and that it intends to complete this filing as soon as reasonably practicable.

In a separate Form 8‑K, Crisp Momentum Inc. reports that Hudgens CPA, PLLC resigned as the company’s independent registered public accounting firm after informing the company that it would no longer conduct public company audits. The filing states that Hudgens’ reports on the company’s financial statements for prior fiscal years did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles. The same 8‑K notes that the company subsequently appointed M&K CPAs, PLLC as its independent registered public accounting firm for the fiscal year ending July 31, 2025.

Financing and convertible loan agreement

According to a Form 8‑K dated September 23, 2025, Crisp Momentum Inc. entered into a convertible loan agreement with Banji Step K.K., a Japanese company, and an individual guarantor. Under this agreement, the company agreed to provide loan financing in the principal amount of $2,900,000. The proceeds are to be deposited into an escrow account, with fees shared between the company and the borrower. The loan bears interest and has a stated maturity date twelve months from the funding date.

The agreement gives Crisp Momentum Inc. the right, subject to specified conditions precedent, to convert the loan into 100% of the issued and outstanding equity interests of the borrower. These conditions include completion of a financial audit by an internationally recognized accounting firm, an independent business appraisal confirming a minimum fair market value, legal due diligence, receipt of required regulatory approvals, and other customary requirements. The loan is secured by all of the shares in the borrower, which are owned by the guarantor. If the conditions are not satisfied and the loan does not convert into equity, the principal and interest are due at maturity, and the borrower may prepay the loan without penalty upon notice.

Digital content and asset purchase agreements

A Form 8‑K dated November 20, 2025 describes multiple agreements between Crisp Momentum Inc. and Banji Step K.K. The company entered into two asset purchase agreements and one share purchase agreement. Under the TaleOn Asset Purchase Agreement, the company agreed to acquire all assets used in or relating to the TaleOn online short‑form content distribution platform. The filing states that these assets include intellectual property (such as trademarks and branding), technology, software, content libraries and audiovisual works (including rights to certain original shows and production materials), app store listings, and developer materials.

Under the TopReels Asset Purchase Agreement, Crisp Momentum Inc. agreed to acquire all assets used in or relating to the TopReels online short‑form content distribution platform. The description of assets is similar, covering intellectual property, technology, software, content libraries and audiovisual works, app store listings, and developer materials. In both cases, the consideration is structured as an aggregate purchase price to be satisfied, in whole or in part, through setoff and credit against amounts outstanding under the previously disclosed convertible loan agreement, with any remaining cash consideration payable by wire transfer at closing. The closings are described as subject to customary conditions for transactions of this nature.

In the same Form 8‑K, the company reports a Share Purchase Agreement for the acquisition of shares of Carpenstream Inc., a California corporation. Crisp Momentum Inc. agreed to acquire a minority equity stake, representing a stated percentage of Carpenstream’s issued and outstanding share capital, together with related governance rights under a shareholders’ agreement, subject to joinder and required consents. The purchase price is also structured to be satisfied, in whole or in part, by applying a setoff and credit against amounts outstanding under the convertible loan agreement, with any remaining cash consideration payable by wire transfer at closing.

Governance developments

In another Form 8‑K, Crisp Momentum Inc. discloses a change in its board of directors. The filing states that the board appointed a new member who also serves as Chairman of the Board. The company notes that this individual has several decades of international leadership experience and expertise in digital ecosystems and is expected to guide the company’s global growth and brand strategy. The filing further states that there are no arrangements or understandings with other persons regarding the selection, no family relationships with other directors or executive officers, and no indirect material interest in transactions requiring disclosure under Item 404(a) of Regulation S‑K. The company also notes that an entity wholly owned by this director previously acquired a significant minority stake in the company’s outstanding common stock from an unaffiliated stockholder in a private transaction.

Business focus based on filings

While the company’s formal industry and sector classifications are not specified in the provided data, the asset purchase agreements for TaleOn and TopReels describe these businesses as online short‑form content distribution platforms. The assets referenced include technology, software, content libraries, audiovisual works, and app store listings. These disclosures suggest that Crisp Momentum Inc. is engaged in activities related to digital media platforms and content distribution, as reflected in its recent strategic transactions and financing arrangements.

Regulatory reporting and investor considerations

Crisp Momentum Inc.’s filings highlight several points that may matter to investors and analysts. The Form 12b‑25 indicates delays in filing both a quarterly report on Form 10‑Q and an annual report on Form 10‑K, primarily linked to the change in the company’s independent auditor and the associated work required to compile and review financial information. The 8‑K filings detail the resignation of the prior auditor, the appointment of a new audit firm, the terms of a sizable convertible loan, and the planned acquisitions of digital content platforms and an equity stake in another company.

These disclosures provide insight into the company’s financing structure, its use of secured and potentially convertible debt, its focus on acquiring digital content and platform assets, and changes in its board composition and audit relationships. All information summarized here is drawn directly from the company’s SEC filings and reflects the company’s own descriptions of its activities and agreements.