Crisp Momentum Inc.·4

Mar 6, 9:35 PM ET

Cheng Chi Kong 4

Research Summary

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Updated

Crisp Momentum (CRSF) 10% Owner Converts $2.64M Loan into 213M Shares

What Happened

  • Chi Kong (Adrian) Cheng, reported as a 10% owner (indirectly through Aurion Prime Holdings Limited), recorded an acquisition on Mar 4, 2026 when Aurion converted a $2,644,311.24 convertible loan into 213,250,926 shares of Crisp Momentum common stock at an effective price of $0.01 per share. The conversion reflects debt being settled by issuing equity rather than an open-market purchase.

Key Details

  • Transaction dates: Loan originated Oct 28, 2025 (recorded as a derivative acquisition), converted to shares Mar 4, 2026; Form 4 filed Mar 6, 2026. No late filing is indicated.
  • Conversion terms: $2,644,311.24 principal converted into 213,250,926 shares (implied conversion price $0.01/share).
  • Beneficial ownership: The shares are owned directly by Aurion Prime Holdings Limited. Aurion is wholly owned by Almad Development Holdings Limited, which is wholly owned by Almad Group Limited; Mr. Cheng owns all issued shares of Almad Group and is the indirect beneficial owner. Each reporting person disclaims direct beneficial ownership except to the extent of pecuniary interest.
  • Shares owned after transaction: Not specified in the filing.
  • Footnote detail: The Loan Agreement (Oct 28, 2025) required repayment by transfer of those shares on or before the loan maturity (Mar 8, 2026); Aurion exercised conversion on Mar 4, 2026.

Context

  • This was a conversion of a creditor position into equity (debt-for-equity), not an open-market purchase or sale. Such conversions increase the holder’s equity stake on a pro rata basis but also dilute other shareholders depending on the company’s outstanding shares.
  • As a reported 10% owner (institutional/affiliate structure), this reflects corporate/financing activity rather than a typical insider’s buy/sell signal.