Filing Analysis
Crisp Momentum Inc. entered into three agreements with Banji Step K.K. to acquire the TaleOn and TopReels content distribution businesses, as well as a 25% equity stake in Carpenstream Inc. The total acquisition value is $2.9 million, primarily structured through debt set-offs against an existing Convertible Loan Agreement.
🚩 Red Flags
- Use of debt set-off (converting/offsetting existing convertible debt) as the primary consideration for acquisitions is a common tactic in micro-cap companies with limited cash reserves.
- Heavy reliance on converting existing debt into assets rather than using liquid capital to fund growth.
📋 Key Facts
- Acquisition of TaleOn Business assets for $750,000 via the TaleOn APA.
- Acquisition of TopReels Business assets for $1,750,000 via the TopReels APA.
- Acquisition of 25% of Carpenstream Inc. shares for $400,000 via the Carpenstream SPA.
- Total transaction value: $2,900,000.
- Payment structure involves applying a 'setoff and credit' against an existing Convertible Loan Agreement dated September 17, 2025.
- All three transactions are expected to close on or about January 31, 2026.
Crisp Momentum Inc. announced the resignation of its independent auditor, Hudgens CPA, PLLC, due to the firm ceasing public company audits. The company has already appointed M&K CPAs, PLLC as its new independent registered public accounting firm.
🚩 Red Flags
- Auditor change: The previous firm is exiting the public audit space entirely, which can sometimes signal a difficult client or shifting regulatory burdens for small firms.
- Gap in reporting period: There is a timeline gap between the resignation (August 2025) and the new appointment (September 2025).
📋 Key Facts
- Hudgens CPA, PLLC resigned on August 9, 2025, because it is no longer conducting public company audits.
- The previous auditor's reports for fiscal years ended July 31, 2024, and 2023 did not contain adverse opinions or disclaimers of opinion.
- No disagreements with the former auditor regarding accounting principles, practices, or auditing scope were reported.
- M&K CPAs, PLLC was appointed as the new independent registered public accounting firm on September 23, 2025.
- The company (formerly OpenLocker Holdings, Inc.) has entered into an engagement letter with M&K for the fiscal year ending July 31, 2025.
Crisp Momentum Inc. has appointed Dr. Chi Kong (Adrian) Cheng as a new member of the Board and Chairman of the Board. The appointment is intended to leverage his expertise in digital ecosystems for global growth and brand strategy.
🚩 Red Flags
- Significant ownership stake (24%) held by an entity controlled by the new Chairman, which may lead to increased related-party influence or control issues.
📋 Key Facts
- Effective Date: October 3, 2025
- New Appointment: Dr. Chi Kong (Adrian) Cheng appointed as Director and Chairman of the Board.
- Ownership Disclosure: An entity wholly owned by Dr. Cheng previously acquired approximately 24% of the Company’s outstanding common stock in a private transaction from an unaffiliated stockholder.
Crisp Momentum Inc. entered into a $2,900,000 convertible loan agreement with Banji Step K.K. and guarantor Motoko Yorozu on September 17, 2025. The loan includes provisions for conversion into 100% of the borrower's equity subject to several conditions precedent, including a fair market value appraisal.
🚩 Red Flags
- High-risk conversion structure: The loan is designed to convert into 100% of the target company's equity, which is a highly aggressive acquisition/financing structure.
- Valuation dependency: Conversion depends on an independent appraisal confirming a value $\ge$ $2.9M; if this fails, the company faces a $2.9M principal and interest repayment in 12 months.
📋 Key Facts
- Principal amount: $2,900,000
- Interest rate: 6.0% per annum
- Maturity: 12 months from the Funding Date
- Conversion terms: Loan converts into 100% of issued and outstanding equity interests of Banji Step K.K.
- Conditions for conversion include an independent business appraisal confirming a fair market value of at least $2,900,000 and a financial audit by an internationally recognized firm
- The loan is secured by 100% of the shares in the Borrower, owned by Motoko Yorozu (Guarantor)
- Funds will be held in escrow until joint written instructions are received from both parties
Crisp Momentum Inc. entered into a $6 million stock purchase agreement with Jakota Capital AG, a related party that will increase its ownership from 22.65% to 60.32%. The transaction involves the issuance of 1 billion shares, half of which is financed via a promissory note.
🚩 Red Flags
- Significant dilution: Issuance of 1 billion shares represents ~48.7% of the company's total fully diluted equity.
- Related-party transaction: The buyer is an existing major shareholder (22.65% pre-deal).
- Control shift: Jakota Capital AG moves from a minority position to a majority controlling interest (60.32%).
- Debt component: 50% of the consideration is a promissory note rather than immediate cash.
- Redemption clause: The company has the right to redeem shares at $1.00 if the note is not repaid, suggesting potential liquidity pressure or structured exit.
📋 Key Facts
- Total transaction value: $6,000,000 for 1,000,000,000 shares.
- Payment structure: $3,000,000 in cash and a $3,000,000 promissory note.
- The Note carries 0.1% annual interest and matures in 90 days or upon default.
- Jakota Capital AG is a related party with prior investment history.
- Post-transaction ownership for Jakota Capital AG increases to 60.32%.
- A six-month lock-up agreement was executed by the Buyer.
Crisp Momentum Inc. (formerly OpenLocker Holdings, Inc.) has officially changed its corporate name and ticker symbol. The company's common stock will trade under the new symbol 'CRSF' on the OTC Markets effective August 28, 2025.
📋 Key Facts
- Company name changed from 'OpenLocker Holdings, Inc.' to 'Crisp Momentum Inc.'
- Ticker symbol changed from 'OLKR' to 'CRSF'.
- The change was processed by FINRA and filed with the Delaware Secretary of State.
- Effective date for trading purposes is August 28, 2025.
- CUSIP number remains unchanged.
- No action is required from current stockholders regarding this name change.
OpenLocker Holdings, Inc. entered into a definitive agreement to acquire Crisp Momentum Inc. via the issuance of 35.6 million shares of common stock plus an additional $6 million earnout. The filing also discloses a related-party management services agreement with a company owned by the CEO.
🚩 Red Flags
- Related-party transaction: The Manager (Van + Van Gmbh) is owned by Renger van den Heuvel, the Company's CEO.
- Significant dilution risk: Issuance of 35.6 million shares for an acquisition represents a major equity event.
- Multiple items in single filing: Includes asset acquisition, related-party agreement, and director appointment.
📋 Key Facts
- Acquisition of all outstanding shares of Crisp Momentum Inc. from Digital Knight S.á.r.l.
- Consideration consists of 35,600,000 shares of common stock plus an earnout potential of up to $6 million in additional shares.
- The transaction was entered into on July 11, 2025.
- Company entered a Management Services Agreement with Van + Van Gmbh for $240,000 annually (payable monthly).
- Appointment of Clive Ng to the Board of Directors.
OpenLocker Holdings, Inc. entered into a Stock Purchase Agreement to issue 484,661,435 shares of common stock to Jakota Games and Reels SAS for a total consideration of $500,000. This transaction results in the issuance of approximately 43.8% of the company's total outstanding common stock on a fully diluted basis.
🚩 Red Flags
- Massive Dilution: The issuance of over 484 million shares for only $500,000 represents extreme dilution for existing shareholders.
- Extremely Low Valuation: The implied valuation per share is negligible given the massive volume of shares being issued for a nominal cash amount.
- Concentrated Ownership: A single entity (Jakota Games and Reels SAS) will control nearly 44% of the company's equity immediately following the transaction.
📋 Key Facts
- Date of Agreement: June 27, 2025
- Buyer: Jakota Games and Reels SAS (a French simplified joint stock company)
- Total Shares to be issued: 484,661,435 shares
- Total Purchase Price: $500,000
- Ownership Impact: Represents ~43.8% of the Company's common stock on a fully diluted basis post-closing
- Lock-up Period: 12 months following closing
- Expected Closing: Week of June 30, 2025
OpenLocker Holdings, Inc. announced the resignation of two directors, Howard Gostfrand and Brian Klatsky, effective May 5, 2025. The departures are linked to a previously disclosed stock purchase agreement rather than disagreements with management.
🚩 Red Flags
- Multiple director departures (Gostfrand and Klatsky) in a single event can signal shifts in control or governance structure.
📋 Key Facts
- Howard Gostfrand resigned from the Board of Directors on May 5, 2025.
- Brian Klatsky resigned from the Board of Directors on May 5, 2025.
- The resignations are pursuant to a stock purchase agreement and transactions described in an April 15, 2025, Form 8-K filing.
- The company explicitly states the resignations were not due to disagreements regarding operations, policies, or practices.
OpenLocker Holdings, Inc. has undergone a massive change in control following a stock purchase agreement where 80% of the company's fully diluted shares were issued to five buyers for a total price of $400,000. This transaction includes a complete overhaul of the management team and board of directors.
🚩 Red Flags
- Extreme dilution: The issuance of over 426 million shares for only $400,000 represents a massive dilution of existing shareholders.
- Change in control: A total takeover by new entities/individuals.
- Management overhaul: Departure of the previous CEO and most officers suggests a complete shift in company direction or a distressed restructuring.
- Low valuation per share: The $400,000 price for 80% of a public company indicates an extremely low implied enterprise value.
📋 Key Facts
- Issued 426,501,851 shares of common stock to five purchasers for a total consideration of $400,000.
- The issuance represents 80% of the company's outstanding common stock on a fully diluted basis.
- Transaction resulted in a change in control; buyers now own 80% of the company.
- Laura Anthony resigned as Director and Officer; Howard Gostfrand and Brian Klatsky resigned as Officers.
- Renger van den Heuvel appointed as new CEO and Board Member.
- A 12-month lock-up agreement was required for all holders of 5% or more of the company's common stock prior to closing.
OpenLocker Holdings, Inc. converted all remaining Series A preferred stock into 58,415,000 shares of common stock on March 26, 2025. This massive issuance significantly increased the total common shares outstanding to over 102 million.
🚩 Red Flags
- Massive dilution: The issuance of 58.4M shares represents a significant portion of the total equity structure.
- Related-party transactions: All shares were issued to insiders, including the CEO (via American Capital Ventures), President/Secretary (via Leone Group LLC), Board Member/President (Brian Klatsky), and COO (Lauren Klatsky).
- Concentration of ownership: The conversion effectively consolidates control among a small group of management-linked entities.
📋 Key Facts
- Issued 58,415,000 shares of common stock via conversion of Series A preferred stock.
- Total common shares outstanding after conversion: 102,357,924.
- Conversion ratio was 1 share of Series A to 1,000 shares of common stock.
- Issuance occurred on March 26, 2025.
- All Series A preferred stock has been eliminated (zero outstanding).