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): September 517, 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.)

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

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 1.01 Entry into a Material Definitive Agreement.

On September 517, 2025, Crisp Momentum Inc. (the “Company”) entered into a ~~Stock~~convertible ~~Purchase~~loan ~~Agreement~~agreement (the “~~Purchase~~ Agreement”) with ~~Jakota~~Banji ~~Capital~~Step AGK.K., a Japanese company ~~incorporated~~(the ~~under~~“Borrower”) ~~the~~and ~~laws~~Motoko ofYorozu, ~~Switzerland~~a Japanese citizen (the “~~Buyer~~Guarantor”), pursuant to which the Company agreed to ~~issue~~provide ~~and~~loan ~~sell~~financing to the ~~Buyer~~Borrower ain ~~total of 1,000,000,000 shares of common stock (~~the ~~“Shares”)~~principal ~~for~~amount ~~a total purchase price~~ of $62,~~000~~900,000 (the “~~Transaction~~Loan”). Under ~~Pursuant to~~ the ~~terms and conditions of the Purchase~~ Agreement, at the ~~closing, the~~ Company ~~received~~will ~~(i)~~deposit ~~$3,000,000~~the ofLoan ~~the~~proceeds ~~purchase~~into ~~price~~an inescrow ~~cash~~account, ~~and~~with ~~(ii)~~fees ato ~~promissory~~be ~~note~~shared ~~issued~~equally by the ~~Buyer~~Company and in the ~~amount of $3,000,000 (the “Note”)~~Borrower. ~~The~~Upon ~~Note~~receipt ~~accrues interest at 0.1% per annum and matures on the earlier~~ of 90joint ~~days~~written instructions from the ~~closing~~Company ~~date~~and ~~or such earlier date as~~ the ~~Note~~Borrower, ~~may be accelerated pursuant to~~ the ~~event~~Loan ofproceeds ~~default~~will ~~provisions~~be ~~set~~released ~~forth therein. If the Buyer does not~~to ~~repay~~ the ~~Note~~Borrower by(such ~~its~~release ~~maturity~~ date, the ~~Company~~“Funding ~~will~~Date”). ~~have~~The ~~the~~Loan ~~right~~bears tointerest ~~redeem~~at a ~~portion~~rate of ~~the~~6.0% ~~Shares~~per ~~issued~~annum inand ~~the~~matures ~~Transaction, equal~~twelve inmonths ~~value~~from to the ~~unpaid~~Funding ~~balance~~Date of (the ~~Note,~~“Maturity ~~for a total redemption price of $1~~Date”).~~00.~~

~~The~~Pursuant ~~Buyer~~to ~~is a related party with prior investment history in~~ the ~~Company.~~terms ~~Prior~~of to the ~~closing~~Agreement, the ~~Buyer~~Loan ~~owned~~is ~~approximately~~convertible ~~22.65~~into 100% of the issued and outstanding ~~shares~~equity interests of ~~common~~the ~~stock~~Borrower upon the satisfaction of ~~the~~certain ~~Company~~agreed onconditions aprecedent, ~~fully~~including, ~~diluted~~among ~~basis.~~others: ~~The~~(i) ~~Shares~~completion ~~issued~~of toa ~~the~~financial ~~Buyer~~audit ~~pursuant~~of to the ~~Purchase~~Borrower by ~~Agreement~~an ~~constitute~~internationally ~~approximately~~recognized ~~48.70%~~accounting offirm; ~~the~~(ii) ~~shares~~an ofindependent ~~common~~business ~~stock~~appraisal confirming a fair market value of the ~~Company~~Borrower of ~~outstanding~~not onless athan ~~fully~~$2,900,000; ~~diluted~~(iii) ~~basis immediately~~comprehensive ~~following~~legal ~~the~~due ~~closing,~~diligence ~~increasing~~on the ~~Buyer’s~~Borrower ~~total~~and ~~ownership~~its tosubsidiaries; ~~60.32%.~~(iv) ~~The~~the ~~Purchase~~receipt ~~Agreement~~of ~~contains~~any ~~representations,~~required ~~warranties~~regulatory ~~and~~approvals; ~~covenants~~(v) ofno material adverse change since the ~~Company~~effective ~~that~~date ~~are~~of ~~customary~~the ~~for~~Agreement; a(vi) ~~transaction~~accuracy of ~~this~~representations ~~nature.~~and warranties; ~~The~~(vii) ~~Purchase~~execution ~~Agreement~~of ~~also~~all ~~contains~~transaction ~~indemnification obligations~~documents; ofand ~~the~~(viii) ~~parties~~satisfactory ~~thereto~~due diligence on all subsidiaries.

The ~~foregoing~~Loan ~~descriptions~~is secured by all of the ~~Purchase~~shares ~~Agreement~~in ~~and~~the Borrower, which are 100% owned by the ~~Note~~Guarantor. doIf ~~not~~the ~~purport~~conditions toprecedent beset ~~complete~~forth ~~and~~in the Agreement are ~~subject~~not tosatisfied and ~~qualified~~the inLoan ~~their entirety~~does bynot convert into equity, the full ~~text~~principal ofand interest will be due on the ~~Purchase~~Maturity Date. ~~Agreement~~The ~~and~~Borrower may prepay the ~~Note,~~Loan ~~copies~~at ofany ~~which~~time ~~are~~without ~~filed~~penalty asupon ~~Exhibit~~thirty ~~10.1~~days’ ~~and~~prior ~~Exhibit~~written 10notice to the Company.2, ~~respectively,~~Under tothe ~~this~~Agreement, ~~Current~~the ~~Report~~Guarantor onhas ~~Form~~unconditionally ~~8-K~~guaranteed ~~and~~all isobligations ~~incorporated~~of ~~into~~the ~~this~~Borrower ~~Item~~until ~~1.01~~conversion byor ~~reference~~full repayment of the Loan.

AsThe aAgreement ~~condition~~contains ~~to closing~~representations, ~~the~~warranties ~~parties~~and ~~agreed~~covenants ~~that~~of the ~~Buyer must enter into a lock-up agreement with the~~ Company, ~~pursuant~~and ~~to which~~ the ~~Buyer~~ ~~agreed~~Borrower that itare ~~will not sell or transfer (subject to certain~~ customary ~~exceptions) any shares of the Company’s common stock~~ for a ~~period~~transaction of this ~~six months following the closing~~nature. The ~~Form of Lock-Up~~ Agreement isalso ~~attached~~contains asindemnification ~~Exhibit~~obligations ~~10.3~~of tothe ~~this~~parties ~~Current Report on Form 8-K and incorporated into this Item 1~~thereto.~~01 by reference.~~

~~Item~~The ~~3.02~~foregoing ~~Unregistered~~description ~~Sales~~of the Agreement does not purport to be complete and is subject to and qualified in its entirety by the full text of ~~Equity~~the ~~Securities~~Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.

The information contained in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02. The Shares are being offered and sold by the Company to the Buyers under the Purchase Agreement in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), afforded by Section 4(a)(2) of the Securities Act.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements. All statements other than statements of historical facts included in this report are forward-looking statements. In some cases, forward-looking statements can be identified by words such as “believe,” “intend,” “expect,” “anticipate,” “plan,” “potential,” “continue,” “will,” “would” or similar expressions. Such forward-looking statements 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 registrant’s filings with the SEC. Investors should not place any undue reliance on forward-looking statements since they involve known and unknown, uncertainties and other factors which are, in some cases, beyond the registrant’s control which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects the registrant’s current views with respect to future events and is subject 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 reasons actual results 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 Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		~~Stock~~Convertible ~~Purchase~~Note Agreement, dated as of September 517, 2025, by and between Crisp Momentum Inc., ~~and~~Banji ~~Jakota~~Step ~~Capital~~K.K AGand Motoko Yorozu.*
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: September 9, 2025	By:	/s/ Renger van den Heuvel
Dated: September 23, 2025	By:	/s/ Renger van den Heuvel
	Name:	Renger van den Heuvel
	Title:	Chief Executive Officer

Filing Compare · Crisp Momentum Inc.