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): ~~August~~September 265, 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.)

5800 LaGorce Drive Miami Beach, FL		33140
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

~~N/A~~OpenLocker Holdings, Inc.

(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 51.~~03.~~01 ~~Amendments~~Entry tointo ~~Articles~~a ofMaterial ~~Incorporation~~Definitive ~~or Bylaws; Change in Fiscal Year~~Agreement.

On ~~August~~September 265, 2025, ~~the~~Crisp ~~Financial~~Momentum ~~Industry~~Inc. ~~Regulatory Association~~ (the “~~FINRA~~Company”) ~~processed~~entered aninto ~~application~~a byStock ~~Crisp~~Purchase ~~Momentum Inc.~~Agreement (~~f/k/a~~the ~~OpenLocker~~“Purchase ~~Holdings~~Agreement”) with Jakota Capital AG, ~~Inc.)~~a company incorporated under the laws of Switzerland (the “~~Company~~Buyer”), pursuant to ~~change~~which the Company’s agreed ~~name~~to ~~from~~issue ~~“OpenLocker~~and ~~Holdings, Inc.”~~sell to ~~“Crisp~~the ~~Momentum~~Buyer ~~Inc.~~a total of 1,000,000,000 shares of common stock (the “Shares”) ~~and~~for toa ~~change~~total ~~its~~purchase price ~~ticker~~of ~~symbol~~$6,000,000 (the “Transaction”). InPursuant ~~connection~~to ~~therewith,~~the onterms ~~August~~and ~~26,~~conditions ~~2025~~of the Purchase Agreement, at the closing, the Company ~~filed~~received ~~with~~(i) $3,000,000 of the ~~Delaware~~purchase ~~Secretary~~price ofin ~~State~~cash and (ii) a ~~certificate~~promissory ofnote ~~amendment~~issued toby ~~certificate~~the ofBuyer ~~incorporation~~in the amount of $3,000,000 (the “~~Amendment~~Note”). The Note accrues interest at 0.1% per annum and matures on the earlier of 90 days from the closing date or insuch ~~order~~earlier date as the Note may be accelerated pursuant to ~~change~~the event of default provisions set forth therein. If the Buyer does not repay the Note by its ~~corporate~~maturity ~~name~~date, the Company will have the right to ~~Crisp~~redeem ~~Momentum~~a ~~Inc.~~portion (of the ~~“Name~~Shares ~~Change”)~~issued in the Transaction, equal in value to the unpaid balance of the Note, for a total redemption price of $1.00.

The ~~information~~Buyer ~~set~~is ~~forth~~a ~~above~~related isparty ~~qualified~~with inprior ~~its~~investment ~~entirety~~history byin ~~reference~~the Company. Prior to the ~~actual~~closing, ~~terms~~the Buyer owned approximately 22.65% of the issued and outstanding shares of common stock of the ~~Amendment,~~Company on a ~~copy~~fully diluted basis. The Shares issued to the Buyer pursuant to the Purchase Agreement constitute approximately 48.70% of ~~which~~the isshares ~~attached~~of common stock of the Company outstanding on a fully diluted basis ~~hereto~~immediately asfollowing ~~Exhibit~~the 3closing, increasing the Buyer’s total ownership to 60.132%. The Purchase Agreement contains representations, warranties and ~~incorporated~~covenants ~~herein~~of bythe ~~reference~~Company that are customary for a transaction of this nature. The Purchase Agreement also contains indemnification obligations of the parties thereto.

~~Item~~The 7foregoing descriptions of the Purchase Agreement and the Note do not purport to be complete and are subject to and qualified in their entirety by the full text of the Purchase Agreement and the Note, copies of which are filed as Exhibit 10.011 ~~Regulation~~and FDExhibit ~~Disclosure~~10.2, respectively, to this Current Report on Form 8-K and is incorporated into this Item 1.01 by reference.

OnAs ~~August~~a ~~28,~~condition ~~2025~~to closing, the ~~Company~~parties ~~issued~~agreed athat ~~press~~the ~~release~~Buyer ~~announcing~~must ~~that~~enter itinto ~~has~~a ~~received~~lock-up ~~notification~~agreement ~~from~~with ~~FINRA~~the ~~that~~Company, ~~its~~pursuant ~~Name~~to ~~Change~~which ~~request~~the ~~and~~Buyer ~~request~~agreed ~~for~~that ait ~~new~~will ~~trading~~not ~~symbol~~sell ~~have~~or ~~been~~transfer ~~processed.~~(subject Atto ~~the~~certain ~~open~~customary ofexceptions) ~~market~~any ~~trading~~shares onof ~~August 28, 2025,~~ the Company’s ~~quotation~~common stock onfor ~~OTC~~a ~~Markets~~period ~~will~~of ~~reflect~~six months following the ~~Company’s~~closing. ~~new~~The ~~name,~~Form ~~“Crisp~~of ~~Momentum~~Lock-Up ~~Inc.”~~Agreement ~~and~~is ~~its~~attached ~~common~~as ~~stock~~Exhibit ~~will~~10.3 ~~trade~~to ~~under~~this ~~the~~Current Report on ~~new~~Form ~~symbol,~~8-K ~~“CRSF”~~and incorporated into this Item 1.01 by reference.

AItem ~~copy of this press release is attached hereto as Exhibit 99~~3.102 ~~and~~Unregistered ~~incorporated~~Sales ~~herein~~of byEquity ~~reference~~Securities.

The information ~~included~~contained in ~~this~~ Item 71.01, ~~including~~of ~~Exhibit~~this ~~99.1,~~Current ~~shall~~Report ~~not~~on beForm ~~deemed~~8-K tois behereby ~~“filed”~~incorporated ~~for~~by ~~purposes~~reference ofinto ~~Section 18~~this ofItem ~~the~~3.02. ~~Securities~~The ~~Exchange~~Shares are ~~Act~~being ofoffered ~~1934,~~and assold ~~amended~~by (the ~~“Exchange~~Company ~~Act”), or otherwise subject~~ to the ~~liabilities~~Buyers ofunder ~~that section,~~the ~~nor~~Purchase ~~shall~~Agreement ~~such~~in ~~information~~reliance beupon ~~deemed~~an ~~incorporated~~exemption byfrom ~~reference~~the inregistration requirements ~~any~~of ~~filing under~~ the Securities Act of 1933, as amended, or (the ~~Exchange~~“Securities Act”), ~~except~~afforded ~~as shall be expressly set forth~~ by ~~specific~~Section ~~reference in such~~ 4(a)(2) ~~filing.~~of ~~The~~the ~~information set forth under this~~Securities ~~Item 7~~Act.~~01 shall not be deemed an admission as to the materiality of any information in this Item 7.01.~~

~~Item~~Cautionary ~~8.01~~Note ~~Other~~Regarding ~~Events.~~Forward-Looking Statements

~~Effective~~This ~~August~~Current ~~28,~~Report ~~2025~~on ~~for~~Form ~~trading~~8-K ~~purposes~~contains forward-looking statements. All statements other than statements of historical facts included in this report are forward-looking statements. In some cases, ~~the~~forward-looking ~~Company’s~~statements ~~corporate~~can ~~name~~be ~~has~~identified ~~been~~by ~~changed~~words ~~from~~such as “~~OpenLocker~~believe,” “intend,” ~~Holdings~~“expect,” ~~Inc.~~“anticipate,” “plan,” “potential,” “continue,” to“will,” “~~Crisp~~would” ~~Momentum~~or ~~Inc~~similar expressions.” NoSuch ~~action~~forward-looking isstatements ~~required~~include risks and uncertainties, and there are important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors, risks and uncertainties are discussed in the ~~Company~~registrant’s ~~current~~filings ~~stockholders~~with asthe aSEC. ~~result~~Investors ofshould ~~this~~not place ~~change.~~any ~~Also effective~~undue ~~August~~reliance ~~28,~~on ~~2025~~forward-looking statements since they involve known and unknown, ~~the~~uncertainties ~~trading~~and ~~symbol~~other ~~for~~factors which are, in some cases, beyond the ~~Company~~registrant’s ~~common~~control ~~stock~~which could, and likely will, ~~change~~materially ~~from~~affect ~~“OLKR”~~actual toresults, ~~“CRSF”.~~levels of activity, ~~The~~performance ~~Company~~or achievements. Any forward-looking statement reflects the registrant’s ~~common~~current ~~stock~~views ~~will~~with ~~continue~~respect to befuture ~~quoted~~events and onis ~~the~~subject ~~OTCID~~to these and other risks, uncertainties and assumptions relating to operations, results of operations, growth strategy and liquidity. The registrant assumes no obligation to publicly update or revise these forward-looking statements for any reason, or to update the ~~CUSIP~~reasons ~~will~~actual ~~remain~~results ~~unchanged~~could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future, except as required by U.S. federal securities laws.

Item 9.01 Financial ~~Statement~~Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
3.1		Certificate of Amendment to Certificate of Incorporation, dated August 27, 2025.
10.1		Stock Purchase Agreement, dated as of September 5, 2025, by and between Crisp Momentum Inc. and Jakota Capital AG.*
99.1		Press Release, dated August 28, 2025.
10.2		Form of Promissory Note.
10.3		Form of Lock-Up Agreement.
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: August 28, 2025	By:	/s/ Renger van den Heuvel
Dated: September 9, 2025	By:	/s/ Renger van den Heuvel
	Name:	Renger van den Heuvel
	Title:	Chief Executive Officer

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