Crisp Momentum Inc. 8-K

What Happened

• On April 20, 2026, Crisp Momentum Inc. announced a Loan Settlement and Share Repurchase Agreement with Banji Step K.K. and guarantor Motoko Yorozu to settle all remaining obligations under a Convertible Loan Agreement dated September 16, 2025 (original principal $2,900,000).
• Instead of transferring certain previously agreed assets (TopReels assets and a 25% Carpenstream stake), the Banji parties will transfer 80,000,000 shares of Crisp Momentum common stock (currently held by Banji) to the Company at closing. Those shares will be held as treasury shares unless the Company elects to retire them.
• Closing is subject to customary conditions (due diligence, no material adverse change) and the agreement may be terminated if conditions are not met by May 31, 2026. Upon closing, the loan receivable will be eliminated, all pledges/liens tied to the loan will be released, and the parties will exchange mutual releases.

Key Details

• Loan being settled: original principal $2,900,000 (Convertible Loan Agreement dated Sept 16, 2025).
• Repurchased Shares: 80,000,000 shares of Crisp Momentum common stock transferred to the Company.
• Prior related deals (Nov 14, 2025): TaleOn APA ($750,000) closed; TopReels APA ($1,750,000) and Carpenstream SPA ($400,000) did not close as originally planned.
• Deadline to satisfy closing conditions: May 31, 2026; Settlement Agreement filed as Exhibit 10.1 (certain schedules/exhibits omitted).

Why It Matters

• The transaction, if completed, will simplify the Company’s balance sheet by eliminating the $2.9M loan receivable and ending associated guarantees and liens.
• Receiving 80 million of its own shares as treasury stock (or retiring them) will reduce the Company’s outstanding share count and could affect future per‑share metrics depending on whether shares are held as treasury or retired.
• The deal removes the uncertainty tied to the uncompleted asset transfers (TopReels and Carpenstream) and replaces them with a stock-based settlement, but completion depends on customary closing conditions and a May 31, 2026 cutoff.