Cheng Chi Kong 4
4 · Crisp Momentum Inc. · Filed Mar 6, 2026
Research Summary
AI-generated summary of this filing
Crisp Momentum (CRSF) 10% Owner Converts $2.64M Loan into 213M Shares
What Happened
- Chi Kong (Adrian) Cheng, reported as a 10% owner (indirectly through Aurion Prime Holdings Limited), recorded an acquisition on Mar 4, 2026 when Aurion converted a $2,644,311.24 convertible loan into 213,250,926 shares of Crisp Momentum common stock at an effective price of $0.01 per share. The conversion reflects debt being settled by issuing equity rather than an open-market purchase.
Key Details
- Transaction dates: Loan originated Oct 28, 2025 (recorded as a derivative acquisition), converted to shares Mar 4, 2026; Form 4 filed Mar 6, 2026. No late filing is indicated.
- Conversion terms: $2,644,311.24 principal converted into 213,250,926 shares (implied conversion price $0.01/share).
- Beneficial ownership: The shares are owned directly by Aurion Prime Holdings Limited. Aurion is wholly owned by Almad Development Holdings Limited, which is wholly owned by Almad Group Limited; Mr. Cheng owns all issued shares of Almad Group and is the indirect beneficial owner. Each reporting person disclaims direct beneficial ownership except to the extent of pecuniary interest.
- Shares owned after transaction: Not specified in the filing.
- Footnote detail: The Loan Agreement (Oct 28, 2025) required repayment by transfer of those shares on or before the loan maturity (Mar 8, 2026); Aurion exercised conversion on Mar 4, 2026.
Context
- This was a conversion of a creditor position into equity (debt-for-equity), not an open-market purchase or sale. Such conversions increase the holder’s equity stake on a pro rata basis but also dilute other shareholders depending on the company’s outstanding shares.
- As a reported 10% owner (institutional/affiliate structure), this reflects corporate/financing activity rather than a typical insider’s buy/sell signal.
Insider Transaction Report
Form 4
Cheng Chi Kong
Director10% Owner
Transactions
- Conversion
Common Stock
[F1][F2]2026-03-04$0.01/sh+213,250,926$2,644,311→ 713,250,926 total(indirect: By Aurion Prime Holdings Limited) - Purchase
Convertible Loan
[F1][F2]2025-10-28$2644311.24/sh(indirect: By Aurion Prime Holdings Limited)Exercise: $0.01From: 2025-10-28Exp: 2026-03-08→ Common Stock (213,250,926 underlying) - Conversion
Convertible Loan
[F1][F2]2026-03-04→ 0 total(indirect: By Aurion Prime Holdings Limited)Exercise: $0.01From: 2025-10-28Exp: 2026-03-08→ Common Stock (213,250,926 underlying)
Footnotes (2)
- [F1]On March 4, 2026, Aurion Prime Holdings Limited ("Aurion") converted the convertible loan (the "Loan") in the principal amount of $2,644,311.24 into an aggregate of 213,250,926 shares of common stock of the Issuer, pursuant to the Convertible Loan Agreement, dated October 28, 2025 (the "Loan Agreement"), entered into with JAKOTA Capital AG, as the borrower ("JAKOTA"). Pursuant to the Loan Agreement, the Loan was to be repaid in full through the transfer of an aggregate of 213,250,926 shares of common stock of the Issuer from JAKOTA to Aurion on or before March 8, 2026, the maturity date of the Loan.
- [F2]The securities are beneficially owned directly by Aurion. Aurion is a wholly-owned subsidiary of Almad Development Holdings Limited ("ADHL"), ADHL is a wholly owned subsidiary of Almad Group Limited ("AGL"), and Chi Kong (Adrian) Cheng ("Mr. Cheng" and, together with Aurion, the "Reporting Persons") owns all issued and outstanding shares of AGL and can be deemed the indirect beneficial owner of the securities. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its pecuniary interest therein, and this Form 4 shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.