Form 8-K

8-K — Crisp Momentum Inc.

Accession: 0001493152-26-018587

Filed: 2026-04-22

Period: 2026-04-20

CIK: 0000924396

SIC: 6199 (FINANCE SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Termination of a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

0000924396

2026-04-20

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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): April 20, 2026

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.)

250

Park Avenue, 7th

Floor

New York,

10177

(Address

of Principal Executive Offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (305) 351-9195

(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

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 ☐

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

1.01 Entry into a Material Definitive Agreement.

April 20, 2026, Crisp Momentum Inc., a Delaware corporation (the “Company”), entered into a Loan Settlement and Share Repurchase

Agreement (the “Settlement Agreement”) with Banji Step K.K., a Japanese company (“Banji”), and Motoko Yorozu,

a Japanese citizen (the “Guarantor” and, together with Banji, the “Banji Parties”).

The

Settlement Agreement relates to the settlement of all outstanding obligations under that certain Convertible Loan Agreement, dated as

of September 16, 2025, as amended (the “Loan Agreement”), pursuant to which the Company made a loan to Banji in the original

principal amount of $2,900,000 (the “Loan”). Under the Loan Agreement, the Guarantor unconditionally guaranteed all obligations

of Banji until conversion or full repayment of the Loan. The Loan Agreement was first disclosed in the Company’s Current Report

on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on September 23, 2025.

previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on November 20, 2025, on November 14, 2025,

the Company entered into three separate purchase agreements with Banji: (i) an Asset Purchase Agreement for the TaleOn online short-form

content distribution platform (the “TaleOn APA”), with a purchase price of $750,000; (ii) an Asset Purchase Agreement for

the TopReels online short-form content distribution platform (the “TopReels APA”), with a purchase price of $1,750,000; and

(iii) a Share Purchase Agreement for a 25% equity interest in Carpenstream Inc. (the “Carpenstream SPA”), with a purchase

price of $400,000. The consideration for each of these agreements was to be satisfied by application of a setoff and credit against amounts

outstanding under the Loan Agreement. Of the three transactions contemplated, the TaleOn APA closed, with the Company receiving the TaleOn

Assets in partial satisfaction of the Banji Parties’ obligations under the Loan Agreement. The transactions contemplated by the

TopReels APA and the Carpenstream SPA did not close as originally contemplated, and the underlying assets (the TopReels Assets and the

25% equity interest in Carpenstream Inc., collectively, the “Retained Assets”) were not transferred to the Company.

Pursuant

to the terms of the Settlement Agreement, in lieu of the Banji Parties’ obligations to transfer the Retained Assets to the Company,

at the closing under the Settlement Agreement, the Banji Parties will transfer to the Company 80,000,000 shares of the Company’s

common stock, par value $0.0001 per share (the “Repurchased Shares”), which shares are currently held by Banji, in full satisfaction

of all remaining amounts owed under the Loan Agreement, including all outstanding principal and accrued interest. The Repurchased Shares

will be held by the Company as treasury shares unless the Company elects to retire such shares. The Company expects that the transactions

contemplated by the Settlement Agreement will simplify its balance sheet by eliminating the outstanding loan receivable and reducing

its issued and outstanding share capital.

Upon

closing, the Company will release and discharge the Banji Parties from all obligations under the Loan Agreement, and all pledges, security

interests, liens and other encumbrances granted in connection with the Loan Agreement will be terminated. Each party has agreed to mutual

releases with respect to claims arising out of or relating to the Loan Agreement.

The

consummation of the transaction is subject to customary closing conditions, including due diligence and the absence of any material adverse

change. The Settlement Agreement may be terminated by mutual written agreement or by either party if the closing conditions are not satisfied

by May 31, 2026. The Settlement Agreement contains customary representations and warranties of the parties, including representations

by Banji that it owns the Repurchased Shares free and clear of encumbrances. The Settlement Agreement also contains customary indemnification

provisions.

The

foregoing description of the Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the

full text of the Settlement Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by

reference.

Item

1.02 Termination of a Material Definitive Agreement.

The

information set forth in Item 1.01 regarding the Settlement Agreement and the termination and discharge of the Loan Agreement is incorporated

by reference into this Item 1.02.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

Number

Description

10.1

Loan Settlement and Share Repurchase Agreement, dated as of April 20, 2026, by and among Crisp Momentum Inc., Banji Step K.K., and Motoko Yorozu.*

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:

April 22, 2026

By:

/s/

Renger van den Heuvel

Name:

Renger

van den Heuvel

Title:

Chief

Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

LOAN

SETTLEMENT AND SHARE REPURCHASE AGREEMENT

dated

as of

April

20, 2026

and among

Crisp

Momentum Inc.,

Banji

Step K.K.,

and

Motoko

Yorozu

LOAN

SETTLEMENT AND SHARE REPURCHASE AGREEMENT

THIS

LOAN SETTLEMENT AND SHARE REPURCHASE AGREEMENT (this “Agreement”), dated as of April 20, 2026 (the “Effective

Date”), is entered into by and among (i) Crisp Momentum Inc., a Delaware corporation, having its principal place of business

at 250 Park Avenue, 7th Floor, New York, NY 10177, United States (“Crisp”); (ii) Banji Step K.K., a Japanese company,

having its registered office at 3F CB Tower Makuhari Technogarden, 1-3 Nakase, Mihama-ku, Chiba-shi, Chiba, 261-0023 Japan (“Banji”);

and (iii) Motoko Yorozu, a Japanese citizen, having her residence at #205, 3-15-3 Takasu, Mihama-ku, Chiba-shi, Chiba, Japan (“Guarantor”

and together with Banji, collectively the “Banji Parties” and each individually a “Banji Party”).

Each of Crisp, Banji and Guarantor are referred to herein individually as a “Party” and collectively as the “Parties.”

I T N E S S E T H:

WHEREAS,

Crisp, Banji, and Guarantor are party to that certain Convertible Loan Agreement dated September 16, 2025 (as amended by the Term Sheet

(as defined below), the “Loan Agreement”), pursuant to which Crisp made a loan to Banji in the original principal

amount of Two Million Nine Hundred Thousand and No/100 Dollars (USD $2,900,000) (the “Loan”), and Guarantor guaranteed

Banji’s obligations thereunder;

WHEREAS,

the Parties subsequently entered into that certain Term Sheet, dated as of October 27, 2025 (the “Term Sheet”), which

amended the repayment terms of the Loan Agreement and provided for the satisfaction of Banji’s obligations thereunder through the

transfer of three asset packages in lieu of cash repayment or equity conversion: (i) 100% of the assets and rights related to the operation

of the TaleOn app (the “TaleOn Assets”), (ii) a 25% equity interest in Carpenstream Inc. (the “Carpenstream

Interest”), and (iii) 100% of the assets and rights related to the operation of the TopReels app (the “TopReels Assets”);

WHEREAS,

pursuant to the Term Sheet, Banji transferred to Crisp, and Crisp accepted, the TaleOn Assets pursuant to that certain Asset Purchase

Agreement, dated as of November 14, 2025, by and between Banji and Crisp (the “TaleOn APA” and such assets, as more

particularly described on Schedule 3 hereto, the “Previously Transferred Assets”), in partial satisfaction

of the Banji Parties’ obligations under the Loan Agreement;

WHEREAS,

the Carpenstream Interest and the TopReels Assets (collectively, the “Retained Assets”) were not transferred to Crisp

as contemplated by the Term Sheet;

WHEREAS,

Banji is the holder of 80,000,000 shares of common stock, par value $0.0001 per share, of Crisp (the “Shares”), and

the Parties now desire to settle the remaining obligations under the Loan Agreement through the transfer by Banji of the Shares to Crisp

in exchange for cancellation of the remaining indebtedness under the Loan Agreement (such shares, the “Repurchased Shares”

and, together with the Previously Transferred Assets, collectively the “Transferred Assets”);

WHEREAS,

in connection with the foregoing, the Parties desire to (i) acknowledge and confirm Crisp’s receipt of the Previously Transferred

Assets, (ii) effectuate the transfer of the Repurchased Shares to Crisp in lieu of the Retained Assets, and (iii) settle and discharge

in full all obligations outstanding under the Loan Agreement, including principal and accrued interest, on the terms and conditions set

forth in this Agreement;

NOW,

THEREFORE, in consideration of the foregoing and the mutual covenants and agreements in this Agreement, and for other good and valuable

consideration, the receipt and sufficiency of which are acknowledged, and intending to be legally bound hereby, the Parties agree as

follows:

ARTICLE

DEFINITIONS

Section

1.01 Definitions. The following terms, as used herein, have the following meanings:

“Accrued

Interest” means accrued and unpaid interest on the Loan calculated under the Loan Agreement through (and including) the Payoff

Date.

“Affiliate”

means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such

Person. For the purposes of this definition, “control” (including, with correlative meaning, the terms “controlled

by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause

the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

“Board”

has the meaning set forth in Section 4.01(a).

“Business

Day” means a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or

required by applicable law to close.

“Closing”

means the consummation of the transactions contemplated by this Agreement.

“Closing

Date” means the date that is three (3) Business Days after satisfaction or waiver of all conditions set forth in Article 4,

or such other date agreed in writing by Crisp and Banji.

“Encumbrances”

means all adverse claims, liens, security interests, charges, restrictions and any other encumbrances on an asset.

“Loan”

has the meaning set forth in the Recitals.

“Loan

Agreement” has the meaning set forth in the Recitals.

“Non-Public

Information” has the meaning set forth in Section 5.03(a).

“Outside

Date” means May 31, 2026, as such date may be extended by Crisp pursuant to this Agreement (including by one or more Extension

Periods, if applicable).

“Outstanding

Loan Balance” has the meaning set forth in Section 4.01(g).

“Payoff

Amount” means the total amount required to satisfy in full all obligations of Banji and Guarantor under the Loan Agreement

as of the Payoff Date, consisting of (a) outstanding principal plus (b) Accrued Interest, in the amount set forth on Schedule 1.

“Payoff

Date” means April 15, 2026.

“Person”

means any natural person, corporation, partnership, joint venture, trust, limited liability company, association, governmental authority,

or any other entity, whether acting in an individual, fiduciary or other capacity.

“Previously

Transferred Assets” has the meaning set forth in the Recitals.

“Repurchased

Shares” has the meaning set forth in the Recitals.

“Retained

Assets” has the meaning set forth in the Recitals.

“SEC”

has the meaning set forth in Section 6.02.

“Securities

Act” has the meaning set forth in Section 5.02(c).

“Shares”

has the meaning set forth in the Recitals.

“TaleOn

APA” has the meaning set forth in the Recitals.

“Term

Sheet” has the meaning set forth in the Recitals.

“Transfer”

has the meaning set forth in Section 2.01.

“Transfer

Agent” means Colonial Stock Transfer Co, Inc.

“Transferred

Assets” has the meaning set forth in the Recitals.

ARTICLE

TRANSFER OF ASSETS; SETTLEMENT OF LOAN

Section

2.01 Confirmation of Prior Transfer; Share Repurchase. Subject to the terms and conditions of this Agreement, at the Closing:

(a) Crisp hereby acknowledges and confirms its prior receipt of the Previously Transferred Assets from Banji pursuant to the TaleOn APA,

free and clear of all Encumbrances; and (b) in lieu of the Banji Parties’ obligations to transfer the Retained Assets to Crisp

pursuant to the Term Sheet, Banji shall sell, assign, convey, transfer and deliver the Repurchased Shares to Crisp, and Crisp shall accept

the Repurchased Shares from Banji, free and clear of all Encumbrances (the transactions described in clauses (a) and (b), collectively,

the “Transfer”). At Closing, Banji shall cause the Repurchased Shares to be delivered to Crisp by written instruction

to the Transfer Agent (in form reasonably acceptable to Crisp and the Transfer Agent) to transfer the Repurchased Shares in accordance

with this Agreement and the delivery instructions set forth on Schedule 2.

Section

2.02 Settlement; Satisfaction in Full. Subject to the terms and conditions of this Agreement, the Transfer shall constitute full

and final consideration for the satisfaction in full of the Payoff Amount, and, upon Closing, the Loan Agreement and all obligations

of the Parties thereunder shall be satisfied, discharged, and terminated, except those that survive termination of the Loan Agreement

in accordance with their terms.

Section

2.03 Payoff Statement. The Parties acknowledge and agree that the Payoff Amount is as set forth on Schedule 1. The Parties

will execute the payoff statement attached as Schedule 1 at or prior to Closing.

Section

2.04 No Further Amounts. Upon Closing and receipt of the Repurchased Shares, Crisp will have no further right to payment from

any Banji Party under or in connection with the Loan Agreement and the Banji Parties will have no further obligations to Crisp under

or in connection with the Loan Agreement, in each case except as expressly provided in this Agreement or for those obligations that survive

termination of the Loan Agreement.

Section

2.05 Treasury Shares. As of the Closing, the Repurchased Shares will be held by Crisp as treasury shares (and will be treated

as issued but not outstanding), unless Crisp elects to retire such shares in accordance with applicable law and its organizational documents.

ARTICLE

RELEASE AND DISCHARGE; TERMINATION OF SECURITY

Section

3.01 Release and Discharge of Banji. Effective upon Closing, Crisp irrevocably releases and forever discharges Banji from any

and all obligations, liabilities, claims, demands, causes of action, damages, costs, and expenses of any kind, whether known or unknown,

fixed or contingent, matured or unmatured, arising out of or relating to the Loan Agreement or the Loan, including the obligation to

repay the principal amount and any accrued interest, in each case through and including the Closing, except that the foregoing release

shall not extent to those obligations under the Loan Agreement that expressly survive the termination thereof and Banji’s obligations

under this Agreement.

Section

3.02 Release and Discharge of Guarantor. Effective upon Closing, Crisp irrevocably releases and forever discharges Guarantor from

any and all obligations, liabilities, claims, demands, causes of action, damages, costs, and expenses of any kind, whether known or unknown,

fixed or contingent, matured or unmatured, arising out of or relating to the guaranty provisions of the Loan Agreement and any related

security or pledge arrangements, except that the foregoing release shall not extent to those obligations under the Loan Agreement that

expressly survive the termination thereof and Guarantor’s obligations under this Agreement.

Section

3.03 Termination and Release of Security Interests. Effective upon Closing, any and all pledges, security interests, liens, and

other encumbrances granted to Crisp or for Crisp’s benefit in connection with the Loan Agreement (including, without limitation,

any pledge agreement covering equity interests of Banji Step K.K.) shall be terminated and released. Promptly after the Closing, Crisp

will execute and deliver (or cause to be executed and delivered) such releases, terminations, and filings as may be reasonably necessary

or requested by Banji to evidence the foregoing.

Section

3.04 Release of Crisp. Effective upon Closing, each Banji Party irrevocably releases and forever discharges Crisp and its Affiliates

and each of their respective directors, officers, employees, and agents from any and all obligations, liabilities, claims, demands, causes

of action, damages, costs, and expenses of any kind, whether known or unknown, arising out of or relating to the Loan Agreement or the

negotiation, execution, or performance of the Loan Agreement, except for claims arising from a breach of this Agreement.

Section

3.05 No Admission. This Agreement is a compromise of disputed and/or uncertain obligations and does not constitute an admission

by any Party of any liability or wrongdoing.

ARTICLE

CONDITIONS TO CLOSING

Section

4.01 Conditions to Crisp’s Obligations. Crisp’s obligations to consummate the transactions contemplated by this Agreement

at Closing are subject to satisfaction (or waiver by Crisp in writing) of each of the following conditions:

(a)

Board Approval. Crisp’s board of directors (the “Board”) has approved this Agreement, including the Transfer

of the Transferred Assets in satisfaction of the Loan.

(b)

Share Delivery. Crisp has received confirmation reasonably satisfactory to it (including from the Transfer Agent) that Banji has

caused the Repurchased Shares to be transferred to Crisp and Crisp has received such Repurchased Shares.

(c)

Title. Banji has delivered evidence reasonably satisfactory to Crisp that Banji holds good and valid title to the Repurchased

Shares free and clear of any Encumbrances (other than restrictions under applicable securities laws).

(d)

Release Deliverables. Any documents reasonably requested by Crisp to effect the releases and terminations contemplated by Article

3 have been delivered.

(e)

DGCL Compliance. Crisp has determined, based on financial information presented to its Board, that the repurchase of the Repurchased

Shares is permitted under Section 160 of the Delaware General Corporation Law (including the surplus/impairment limitations).

(f)

Due Diligence. Completion by Crisp (and/or its counsel and other advisors) of comprehensive legal due diligence on the Transferred

Assets and the business operations related thereto, including, without limitation: corporate organization and good standing of relevant

entities; ownership verification and title searches; review of all material contracts and agreements; intellectual property ownership

verification; regulatory compliance review; litigation and claims review; and tax compliance review.

(g)

Independent Valuation. Receipt by Crisp of an independent business valuation prepared by a qualified valuation firm acceptable

to Crisp, confirming that the fair market value of the Transferred Assets equals or exceeds the outstanding loan balance under the Loan

Agreement as of the Payoff Date (inclusive of Accrued Interest) (the “Outstanding Loan Balance”).

(h)

Legal Opinions. Receipt by Crisp of legal opinions from counsel reasonably acceptable to Crisp in each applicable jurisdiction

(and any other jurisdiction Crisp reasonably determines is relevant) addressing, as applicable: valid organization and good standing;

authority to execute transaction documents; enforceability of transaction documents; ownership and transferability of the Transferred

Assets; absence of conflicts with organizational documents or material agreements; and compliance with applicable laws.

(i)

Financial Audit. Receipt by Crisp of audited financial statements for the business operations related to the Transferred Assets,

prepared by an internationally recognized accounting firm acceptable to Crisp, covering the most recent fiscal year and any interim period

through a date not more than ninety (90) days prior to the Closing Date.

(j)

Regulatory Approvals. Receipt by all Parties of all necessary regulatory approvals, consents, notifications, and authorizations

required for the transfer of the Transferred Assets, including: any required filings under merger control or antitrust laws; foreign

investment approvals as required; and industry-specific regulatory approvals.

(k)

Third-Party Consents. Receipt by Crisp of all third-party consents required under material contracts related to the Transferred

Assets for assignment, transfer, or change of control, to the extent such consents cannot be obtained post-Closing without material adverse

effect on the Transferred Assets or Crisp’s intended operation thereof.

(l)

No Material Adverse Change. Confirmation reasonably satisfactory to Crisp of the absence of any material adverse change in the

Transferred Assets, the business operations related thereto, or their financial condition since October 27, 2025.

(m)

Documentation. Execution and delivery of definitive documentation satisfactory to Crisp and its counsel, including, as applicable:

asset transfer agreements; assignment and assumption agreements; bills of sale and deeds; intellectual property assignments; transition

services agreements (if required); employment transition documents (as applicable); and other instruments of transfer.

(n)

Representations and Warranties. Each of the representations and warranties set forth in Article 5 shall be true and correct

on and as of the Closing Date.

(o)

Performance. Banji shall have performed and complied with all agreements, obligations and conditions contained in this Agreement

that are required to be performed or complied with by it on or before the Closing.

(p)

No Conflict. No law shall have been enacted, issued or promulgated by any governmental authority of competent jurisdiction and

remain in effect, and no order from any governmental authority shall have been entered, in each case, that would prevent the performance

of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated

by this Agreement or cause such transactions to be rescinded.

Section

4.02 Conditions to Banji’s Obligations. Banji’s obligations to consummate the Closing are subject to satisfaction

(or waiver by Banji in writing) of the following conditions:

(a)

Regulatory Approvals. Receipt by all Parties of all necessary regulatory approvals, consents, notifications, and authorizations

required for the transfer of the Transferred Assets, including: any required filings under merger control or antitrust laws; foreign

investment approvals as required; and industry-specific regulatory approvals.

(b)

Representations and Warranties. Each of the representations and warranties set forth in Article 5 shall be true and correct

on and as of the Closing Date.

(c)

Performance. Crisp shall have performed and complied with all agreements, obligations and conditions contained in this Agreement

that are required to be performed or complied with by it on or before the Closing.

(d)

No Conflict. No law shall have been enacted, issued or promulgated by any governmental authority of competent jurisdiction and

remain in effect, and no order from any governmental authority shall have been entered, in each case, that would prevent the performance

of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated

by this Agreement or cause such transactions to be rescinded.

ARTICLE

REPRESENTATIONS AND WARRANTIES

Section

5.01 Mutual Organization/Authority. Each Party represents and warrants to the other Parties that:

(a)

it is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation.

(b)

it has full power and authority to execute and deliver this Agreement and perform the transactions contemplated by this Agreement;

(c)

this Agreement has been duly authorized by all necessary corporate or other action on its part;

(d)

this Agreement constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms, subject to

applicable bankruptcy, insolvency, and similar laws and general principles of equity; and

(e)

the execution, delivery, and performance of this Agreement do not violate any law applicable to it, any contract to which it is a party

or its organizational documents.

Section

5.02 Banji Ownership of Shares. Banji represents and warrants to Crisp that:

(a)

Banji is the sole legal and beneficial owner of the Repurchased Shares and has, and Crisp will acquire pursuant to this Agreement, good

and valid title to the Repurchased Shares, free and clear of any Encumbrances (other than restrictions under applicable securities laws);

(b)

Banji has not granted any option, warrant, conversion right, proxy, voting agreement, or other right with respect to the Repurchased

Shares that would conflict with this Agreement;

(c)

Banji is not an “affiliate” of Crisp within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Securities

Act”), and is not a director or executive officer of Crisp; and

(d)

Banji is entering into this Agreement on a privately negotiated basis for its own account.

Section

5.03 Securities Law; Information. Banji acknowledges and agrees that:

(a)

Crisp and/or its Affiliates (within the meaning of Rule 405 promulgated under the Securities Act) now possess and/or may have access

to and may hereafter possess and/or have access to certain non-public information concerning Crisp, its Affiliates and/or the Repurchased

Shares (the “Non-Public Information”) which may constitute material information with respect to the foregoing;

(b)

Crisp is relying on this Agreement and would not enter into a transaction to purchase the Repurchased Shares from Banji absent this Agreement.

Banji agrees to sell the Repurchased Shares to Crisp notwithstanding that it is aware that such Non-Public Information exists and that

Crisp has not disclosed all Non-Public Information to it. Banji acknowledges that it is an “accredited investor” within the

meaning of Rule 501(a) of Regulation D promulgated under the Securities Act and a sophisticated seller with respect to the purchase and

sale of securities such as the Repurchased Shares and that Crisp has no obligation to Banji to disclose such Non-Public Information and

that if the Non-Public Information were fully disclosed to Banji, the Non-Public Information could foreseeably affect Banji’s willingness

to enter into this Agreement and the price that Banji would be willing to accept to sell the Repurchased Shares. Moreover, such Non-Public

Information may indicate that the value of the Repurchased Shares is substantially lower or higher than the value of the consideration

being provided hereunder; and

(c)

Banji has adequate information concerning the Repurchased Shares, and the business and financial condition of Crisp, to make an informed

decision regarding the sale of the Repurchased Shares, and has independently and without reliance upon Crisp, and based upon such information

as Banji has deemed appropriate, made its own analysis and decision to sell the Repurchased Shares to Crisp. Banji is experienced, sophisticated

and knowledgeable in the trading of securities and other instruments of private and public companies and understands the disadvantage

to which it may be subject on account of any disparity of the access to, and possession of, such Non-Public Information between the Parties.

Banji has conducted an independent evaluation of the Repurchased Shares to determine whether to enter into this Agreement and, notwithstanding

the absence of access by Banji to the Non-Public Information known by Crisp, Banji is desirous of entering into this Agreement and consummating

the transactions contemplated hereby. Banji, because of, among other things, its business and financial experience, is capable of evaluating

the merits and risks of the transactions contemplated by this Agreement and of protecting its own interests in connection with this Agreement.

(d)

Banji is fully aware that, in agreeing to the transactions contemplated by this Agreement, Crisp is relying upon the truth and accuracy

of Banji’s representations and warranties set forth herein.

Section

5.04 No Broker. Each Party represents and warrants that no broker, finder, or investment banker is entitled to any brokerage,

finder’s, or other fee or commission in connection with this Agreement based upon arrangements made by or on behalf of such Party.

ARTICLE

COVENANTS

Section

6.01 Further Assurances. Each Party will execute and deliver such additional documents and take such additional actions as may

be reasonably necessary or desirable to carry out the purposes of this Agreement, including to effect the transfer of the Repurchased

Shares and to terminate any security interests related to the Loan.

Section

6.02 Public Disclosure; SEC Filings. The Parties acknowledge that Crisp may be required (or may determine it is advisable) to

disclose this Agreement and the transactions contemplated by it in press releases and/or filings with the U.S. Securities and Exchange

Commission (the “SEC”). The Banji Parties hereby consent to such disclosure and filing, including filing this Agreement

(and/or a summary of its material terms) as an exhibit, in each case as Crisp determines in good faith to be necessary or advisable to

comply with applicable securities laws.

Section

6.03 Confidentiality. Except as permitted by Section 6.02 or as required by applicable law, regulation, or stock exchange/market

rules, each Party will keep confidential the terms of this Agreement and the existence of discussions relating to it; provided that a

Party may disclose such information to its Affiliates and its and their respective officers, directors, employees, attorneys, accountants,

advisors, financiers, and agents who have a need to know such information and are bound by confidentiality obligations at least as protective

as those in this Section 6.03.

Section

6.04 Tax Matters. Each Party will be responsible for its own taxes arising from or related to the transactions contemplated by

this Agreement. The Parties will reasonably cooperate in good faith to provide customary tax forms and information reasonably necessary

to effect the Transfer of the Transferred Assets.

ARTICLE

INDEMNIFICATION

Section

7.01 Indemnification by Banji Parties. Subject to the terms and conditions of this Article 7, each Banji Party will, jointly and

severally, defend, indemnify and hold harmless Crisp and its Affiliates and each of their respective officers, directors, employees,

agents, successors, and assigns from and against any and all losses, damages, liabilities, claims, costs, and expenses (including reasonable

attorneys’ fees) arising out of or resulting from (a) any inaccuracy or breach of any of the representations or warranties made

by such Banji Party in this Agreement or (b) any breach of, or failure to perform or comply with, any covenant or agreement made by such

Banji Party in this Agreement.

Section

7.02 Indemnification by Crisp. Subject to the terms and conditions of this Article 7, Crisp will defend, indemnify and hold harmless

the Banji Parties and their respective Affiliates and each of their respective officers, directors, employees, agents, successors, and

assigns from and against any and all losses, damages, liabilities, claims, costs, and expenses (including reasonable attorneys’

fees) arising out of or resulting from (a) any inaccuracy or breach of any of the representations or warranties made by Crisp in this

Agreement or (b) any breach of or non-fulfillment of any covenant or agreement made by Crisp in this Agreement.

Section

7.03 Survival. The representations, warranties, covenants, and agreements of the Parties contained in this Agreement, and the

indemnification obligations set forth in this Article 7, shall survive the Closing and continue in full force and effect until the date

that is eighteen (18) months following the Closing Date; provided that (a) the representations and warranties set forth in Section 5.01

(Mutual Organization/Authority) and Section 5.02 (Banji Ownership of Shares) shall survive indefinitely, and (b) claims for fraud or

intentional misrepresentation shall survive indefinitely. Any claim for indemnification must be asserted by written notice to the indemnifying

Party prior to the expiration of the applicable survival period.

ARTICLE

TERMINATION

Section

8.01 Termination Prior to Closing. This Agreement may be terminated prior to Closing:

(a)

by mutual written agreement of Crisp and Banji;

(b)

by Crisp, upon written notice to Banji, if any condition in Section 4.01 is not satisfied or waived by Crisp on or before the

Outside Date; or

(c)

by Banji, upon written notice to Crisp, if any condition in Section 4.02 is not satisfied or waived by Banji on or before the

Outside Date.

Section

8.02 Effect of Termination. If this Agreement is terminated prior to Closing, it will be void and have no effect, and the Term

Sheet and Loan Agreement will remain in full force and effect; provided that Section 6.03 (Confidentiality), Article 9

(Miscellaneous), and this Section 8.02 will survive termination. Termination of this Agreement will not relieve any Party from

a willful breach hereof.

ARTICLE

MISCELLANEOUS

Section

9.01 Notices. All notices under this Agreement will be in writing and will be deemed given when delivered personally, sent by

reputable overnight courier, or emailed (with confirmation of transmission), in each case to the addresses below (or to such other address

as a Party may designate by notice):

to Crisp Momentum Inc.:

Address:

250 Park Avenue, 7th Floor, New York, NY 10177

Email:

Attention:

Renger Van den Heuvel

to Banji Step K.K.:

Address:

CB Tower Makuhari Technogarden, 1-3 Nakase, Mihama-ku, Chiba-shi, Chiba, 261-0023 Japan

Email:

Attention:

Motoko Yorozu

to Motoko Yorozu:

Address:

#205, 3-15-3 Takasu, Mihama-ku, Chiba-shi, Chiba

Email:

Section

9.02 Assignment. No Party may assign this Agreement without the prior written consent of the other Parties; provided that Crisp

may assign this Agreement without prior written consent to any Affiliate in connection with an internal reorganization that does not

materially impair the Banji Parties’ rights or increase their obligations.

Section

9.03 Entire Agreement. This Agreement (including its Schedules) constitutes the entire agreement among the Parties with respect

to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, with respect

to such subject matter.

Section

9.04 Amendment; Waiver. Any amendment to this Agreement must be in writing and signed by Crisp and Banji (and by Guarantor to

the extent such amendment adversely affects Guarantor). Any waiver must be in writing and signed by the waiving Party.

Section

9.05 Governing Law; Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of

New York, without regard to conflict of law principles. The Parties irrevocably submit to the exclusive jurisdiction of the state and

federal courts located in New York County, New York for any dispute arising out of or relating to this Agreement, and waive any objection

based on forum non conveniens.

Section

9.06 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original,

and all of which together constitute one instrument. Signatures delivered electronically (including PDF) will be effective.

Section

9.07 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in

full force and effect.

Section

9.08 Interpretation. Headings are for convenience only and do not affect interpretation. The words “include” and “including”

are not limiting.

Section

9.09 No Third-Party Beneficiaries. Except as expressly provided in Article 3 (with respect to released persons), nothing

in this Agreement confers any rights or remedies on any Person other than the Parties.

[Signature

Page Follows]

WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

CRISP MOMENTUM INC.

By:

Name:

Renger Van den Heuvel

Title:

Chief Executive Officer

BANJI STEP K.K.

By:

Name:

Motoko Yorozu

Title:

Chief Executive Officer

MOTOKO YOROZU (GUARANTOR)

Signature:

Name:

Motoko Yorozu

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 7

v3.26.1

Cover

Apr. 20, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Apr. 20, 2026

Entity File Number

000-24520

Entity Registrant Name

Crisp

Momentum Inc.

Entity Central Index Key

0000924396

Entity Tax Identification Number

04-3021770

Entity Incorporation, State or Country Code

Entity Address, Address Line One

250

Park Avenue

Entity Address, Address Line Two

7th

Floor

Entity Address, City or Town

New York

Entity Address, State or Province

Entity Address, Postal Zip Code

10177

City Area Code

(305)

Local Phone Number

351-9195

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration