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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): 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
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:
September 23, 2025 |
By: |
/s/
Renger van den Heuvel |
| |
Name: |
Renger
van den Heuvel |
| |
Title: |
Chief
Executive Officer |
