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UNITED
STATES
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): April 20, 2026
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, 7th
Floor
New York,
NY |
|
10177 |
| (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
April 20, 2026, Crisp Momentum Inc., a Delaware corporation (the “Company”), entered into a Loan Settlement and Share Repurchase
Agreement (the “Settlement Agreement”) with Banji Step K.K., a Japanese company (“Banji”), and Motoko Yorozu,
a Japanese citizen (the “Guarantor” and, together with Banji, the “Banji Parties”).
The
Settlement Agreement relates to the settlement of all outstanding obligations under that certain Convertible Loan Agreement, dated as
of September 16, 2025, as amended (the “Loan Agreement”), pursuant to which the Company made a loan to Banji in the original
principal amount of $2,900,000 (the “Loan”). Under the Loan Agreement, the Guarantor unconditionally guaranteed all obligations
of Banji until conversion or full repayment of the Loan. The Loan Agreement was first disclosed in the Company’s Current Report
on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on September 23, 2025.
As
previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on November 20, 2025, on November 14, 2025,
the Company entered into three separate purchase agreements with Banji: (i) an Asset Purchase Agreement for the TaleOn online short-form
content distribution platform (the “TaleOn APA”), with a purchase price of $750,000; (ii) an Asset Purchase Agreement for
the TopReels online short-form content distribution platform (the “TopReels APA”), with a purchase price of $1,750,000; and
(iii) a Share Purchase Agreement for a 25% equity interest in Carpenstream Inc. (the “Carpenstream SPA”), with a purchase
price of $400,000. The consideration for each of these agreements was to be satisfied by application of a setoff and credit against amounts
outstanding under the Loan Agreement. Of the three transactions contemplated, the TaleOn APA closed, with the Company receiving the TaleOn
Assets in partial satisfaction of the Banji Parties’ obligations under the Loan Agreement. The transactions contemplated by the
TopReels APA and the Carpenstream SPA did not close as originally contemplated, and the underlying assets (the TopReels Assets and the
25% equity interest in Carpenstream Inc., collectively, the “Retained Assets”) were not transferred to the Company.
Pursuant
to the terms of the Settlement Agreement, in lieu of the Banji Parties’ obligations to transfer the Retained Assets to the Company,
at the closing under the Settlement Agreement, the Banji Parties will transfer to the Company 80,000,000 shares of the Company’s
common stock, par value $0.0001 per share (the “Repurchased Shares”), which shares are currently held by Banji, in full satisfaction
of all remaining amounts owed under the Loan Agreement, including all outstanding principal and accrued interest. The Repurchased Shares
will be held by the Company as treasury shares unless the Company elects to retire such shares. The Company expects that the transactions
contemplated by the Settlement Agreement will simplify its balance sheet by eliminating the outstanding loan receivable and reducing
its issued and outstanding share capital.
Upon
closing, the Company will release and discharge the Banji Parties from all obligations under the Loan Agreement, and all pledges, security
interests, liens and other encumbrances granted in connection with the Loan Agreement will be terminated. Each party has agreed to mutual
releases with respect to claims arising out of or relating to the Loan Agreement.
The
consummation of the transaction is subject to customary closing conditions, including due diligence and the absence of any material adverse
change. The Settlement Agreement may be terminated by mutual written agreement or by either party if the closing conditions are not satisfied
by May 31, 2026. The Settlement Agreement contains customary representations and warranties of the parties, including representations
by Banji that it owns the Repurchased Shares free and clear of encumbrances. The Settlement Agreement also contains customary indemnification
provisions.
The
foregoing description of the Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the Settlement Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
Item
1.02 Termination of a Material Definitive Agreement.
The
information set forth in Item 1.01 regarding the Settlement Agreement and the termination and discharge of the Loan Agreement is incorporated
by reference into this Item 1.02.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number |
|
Description
|
| 10.1 |
|
Loan Settlement and Share Repurchase Agreement, dated as of April 20, 2026, by and among Crisp Momentum Inc., Banji Step K.K., and Motoko Yorozu.* |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
*
Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish
supplemental copies of any of the omitted schedules or exhibits upon request by the SEC.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
Crisp
Momentum Inc. |
| |
|
| Dated:
April 22, 2026 |
By: |
/s/
Renger van den Heuvel |
| |
Name: |
Renger
van den Heuvel |
| |
Title: |
Chief
Executive Officer |
