Aurion boosts Crisp Momentum (CRSF) stake via $2.64M loan conversion

Rhea-AI Filing Summary

Crisp Momentum Inc. reported that Aurion Prime Holdings Limited converted a convertible loan with a principal amount of $2,644,311.24 into 213,250,926 shares of common stock on March 4, 2026. The conversion price was $0.0124 per share, bringing Aurion’s indirectly owned total to 713,250,926 common shares.

The loan was made under an agreement dated October 28, 2025 with JAKOTA Capital AG as borrower and was to be repaid through transferring the same 213,250,926 shares to Aurion by March 8, 2026. Aurion is wholly owned through a holding structure ultimately controlled by Chi Kong (Adrian) Cheng, who is deemed an indirect beneficial owner but disclaims beneficial ownership beyond his pecuniary interest.

Insights

Equity capital structure analyst

Aurion converts a $2.64M loan into over 213M Crisp Momentum shares, increasing its indirect equity stake.

Aurion Prime Holdings Limited converted a convertible loan with a principal amount of $2,644,311.24 into 213,250,926 shares of Crisp Momentum common stock on March 4, 2026. The implied conversion price was $0.0124 per share, and Aurion’s indirect holdings rose to 713,250,926 shares.

The loan originated under an agreement dated October 28, 2025 with JAKOTA Capital AG as borrower and was structured to be repaid through transferring the same number of shares to Aurion by March 8, 2026. This is a non-cash transaction, exchanging debt exposure for equity.

Aurion is wholly owned through Almad entities ultimately controlled by Chi Kong (Adrian) Cheng, who can be deemed an indirect beneficial owner but disclaims beneficial ownership beyond his pecuniary interest. Future company filings may clarify how this larger indirect position fits into overall ownership dynamics.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Cheng Chi Kong

(Last) (First) (Middle)

40/F, NEW WORLD TOWER 1,

18 QUEEN'S ROAD CENTRAL

(Street)

HONG KONG

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Crisp Momentum Inc. [ CRSF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/28/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/04/2026		C(1)		213,250,926	A	$0.0124	713,250,926	I	By Aurion Prime Holdings Limited(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Convertible Loan	$0.0124	10/28/2025		P(1)		$2,644,311.24		10/28/2025	03/08/2026	Common Stock	213,250,926	$2,644,311.24	$2,644,311.24	I	By Aurion Prime Holdings Limited(2)
Convertible Loan	$0.0124	03/04/2026		C(1)			$2,644,311.24	10/28/2025	03/08/2026	Common Stock	213,250,926(1)	$0.00	0	I	By Aurion Prime Holdings Limited(2)

1. Name and Address of Reporting Person^*

Cheng Chi Kong

(Last) (First) (Middle)

40/F, NEW WORLD TOWER 1,

18 QUEEN'S ROAD CENTRAL

(Street)

HONG KONG

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Aurion Prime Holdings Ltd

(Last) (First) (Middle)

40/F, NEW WORLD TOWER 1,

18 QUEEN'S ROAD CENTRAL

(Street)

HONG KONG

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. On March 4, 2026, Aurion Prime Holdings Limited ("Aurion") converted the convertible loan (the "Loan") in the principal amount of $2,644,311.24 into an aggregate of 213,250,926 shares of common stock of the Issuer, pursuant to the Convertible Loan Agreement, dated October 28, 2025 (the "Loan Agreement"), entered into with JAKOTA Capital AG, as the borrower ("JAKOTA"). Pursuant to the Loan Agreement, the Loan was to be repaid in full through the transfer of an aggregate of 213,250,926 shares of common stock of the Issuer from JAKOTA to Aurion on or before March 8, 2026, the maturity date of the Loan.

2. The securities are beneficially owned directly by Aurion. Aurion is a wholly-owned subsidiary of Almad Development Holdings Limited ("ADHL"), ADHL is a wholly owned subsidiary of Almad Group Limited ("AGL"), and Chi Kong (Adrian) Cheng ("Mr. Cheng" and, together with Aurion, the "Reporting Persons") owns all issued and outstanding shares of AGL and can be deemed the indirect beneficial owner of the securities. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its pecuniary interest therein, and this Form 4 shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

	/s/ Chi Kong (Adrian) Cheng	03/06/2026
	AURION PRIME HOLDINGS LIMITED By: /s/ Wai Yi Winnie Young; Name: Wai Yi Winnie Young; Title: Authorized Signatory	03/06/2026
	** Signature of Reporting Person	Date
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FAQ

What did Aurion Prime Holdings do in Crisp Momentum (CRSF)'s latest Form 4?

Aurion Prime Holdings Limited converted a convertible loan into Crisp Momentum common stock. On March 4, 2026, a loan with a principal amount of $2,644,311.24 was converted into 213,250,926 common shares, increasing Aurion’s indirect holdings to 713,250,926 shares.

How many Crisp Momentum (CRSF) shares came from Aurion's loan conversion?

The loan conversion yielded 213,250,926 Crisp Momentum common shares. These shares were issued on March 4, 2026, at a conversion price of $0.0124 per share, and brought Aurion Prime Holdings Limited’s indirectly owned total to 713,250,926 common shares of the issuer.

What were the key terms of the Aurion convertible loan in the CRSF filing?

The convertible loan had a principal amount of $2,644,311.24 and was repaid in shares. Under an October 28, 2025 agreement with JAKOTA Capital AG, repayment required transferring 213,250,926 Crisp Momentum common shares to Aurion on or before March 8, 2026.

How is Chi Kong (Adrian) Cheng linked to Crisp Momentum (CRSF) shares in this Form 4?

Chi Kong (Adrian) Cheng is the ultimate owner of the entity holding the shares. Aurion is wholly owned through Almad entities, whose issued shares are all owned by Mr. Cheng, making him an indirect beneficial owner, though he disclaims ownership beyond his pecuniary interest.

Who borrowed the funds under the convertible loan related to Crisp Momentum (CRSF)?

JAKOTA Capital AG was the borrower under the convertible loan. The October 28, 2025 Convertible Loan Agreement provided that JAKOTA would repay the $2,644,311.24 principal by transferring 213,250,926 Crisp Momentum common shares to Aurion on or before March 8, 2026.

What ownership type is reported for Aurion’s Crisp Momentum (CRSF) shares?

The Form 4 reports Aurion’s interest as indirect ownership. Transactions are coded as indirect, with nature of ownership described as "By Aurion Prime Holdings Limited," reflecting that the securities are directly owned by Aurion and indirectly attributable through the holding structure to Chi Kong (Adrian) Cheng.