EX-99.1 5 ex99-1.htm EX-99.1 Exhibit 99.1 November 14, 2025 - New York, NY - Crisp Momentum Inc. (“Crisp”) (OTCID: CRSF) announced today that it entered into certain purchase agreements to acquire the below-described assets from Banji Step K.K. (“Borrower”) for an aggregate purchase price of $2,900,000. At the closing of the transactions, this amount is expected to be credited to the Borrower, to be applied towards Borrower’s outstanding obligations under that certain Convertible Loan Agreement, dated as of September 17, 2025, by and between Crisp and the Borrower (the “Loan Agreement”). Such credit is expected to constitute the full repayment of Borrower’s outstanding obligations under the Loan Agreement. The assets contemplated to be acquired by Crisp in the transactions include 100% of the Borrower’s assets and rights related to the apps “TaleOn”, “TopReels”, and a 25% stake in the company Carpenstream Inc., a California corporation. Furthermore, to underline Crisp’s global strategy the company will host on November 17 in Seoul the first global conference on short form content. For conference program see https://crisp-momentum.com/crisp-annual-2025 About Crisp Momentum …
Open exhibit ↗Current Report · Items 1.01, 7.01, 9.01 · 8-K
Crisp Momentum Inc.
CRSFOTCEQUITYCurrent
Entry into a Material Definitive Agreement · Regulation FD Disclosure
Item 1.01 Entry into a Material Definitive Agreement. On November 14, 2025, Crisp Momentum Inc. (the “Company”) entered into three agreements with Banji Step K.K., a Japanese company (the “Seller”):…
Company context
Crisp Momentum Inc. is a US-based IP monetization company, focused on short form content production and distribution inspired by the Duanju genre, which originated in China as a mobile-first entertainment format, and refers to movies delivered in short bursts to mobile phones. Crisp aims to capture a large market share of the short form audience, building sustainable revenue streams by developing IP and leveraging connections with IP owners, celebrities and brands. The Company is listed on the OTCID. For more information see https://crisp-momentum.com.
Current securities
Historical securities (1)
Disclosure sections
Item 1.01Item 1.01 - Entry into Material Agreement
Item
1.01 Entry into a Material Definitive Agreement.
On
November 14, 2025, Crisp Momentum Inc. (the “Company”) entered into three agreements with Banji Step K.K., a Japanese company
(the “Seller”): (1) an Asset Purchase Agreement with respect to the Seller’s TaleOn Business (as defined below) (the
“TaleOn APA”), (ii) an Asset Purchase Agreement with respect to the Seller’s TopReels Business (as defined below) (the
“TopReels APA”), and (iii) a Share Purchase Agreement for the acquisition of shares of Carpenstream Inc (the “Carpenstream
SPA”). The principal terms of each agreement are summarized below.
TaleOn
APA
Pursuant
to the terms of the TaleOn APA, the Company acquired from Seller all assets used in or relating to the TaleOn online short-form content
distribution platform (the “TaleOn Business”). The TaleOn APA provides that the assets acquired include, among other things,
intellectual property (including TaleOn trademarks and branding), technology, software, content libraries and audiovisual works (including
rights to certain original shows and associated production materials), app store listings and developer materials. The consideration
for the TaleOn APA consists of an aggregate purchase price of $750,000 to be satisfied, in whole or in part, by application of a setoff
and credit against amounts outstanding under that certain Convertible Loan Agreement dated September 17, 2025 (the “Loan Agreement”),
as previously disclosed on the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”)
on September 19, 2025. Any remaining cash consideration, if applicable, is payable by wire transfer at closing.
Closing
of the transactions pursuant to the TaleOn APA is expected to occur on or about January 31, 2026 and is subject to customary closing
conditions for a transaction of this nature.
TopReels
APA
Pursuant
to the terms of the TopReels APA, the Company acquired from Seller all assets used in or relating to the TopReels online short-form content
distribution platform (the “TopReels Business”). The TopReels APA provides that the assets acquired include, among other
things, intellectual property (including TopReels trademarks and branding), technology, software, content libraries and audiovisual works
(including rights to certain original shows and associated production materials), app store listings and developer materials. The consideration
for the TopReels APA consists of an aggregate purchase price of $1,750,000 to be satisfied, in whole or in part, by application of a
setoff and credit against amounts outstanding under the Loan Agreement. Any remaining cash consideration, if applicable, is payable by
wire transfer at closing.
Closing
of the transactions pursuant to the TopReels APA is expected to occur on or about January 31, 2026 and is subject to customary closing
conditions for a transaction of this nature.
Carpenstream
SPA
Pursuant
to the terms of the Carpenstream SPA, the Company acquired from Seller 30 shares of Carpenstream Inc., a California corporation, representing
twenty-five percent (25%) of the issued and outstanding share capital of Carpenstream (the “Shares”). Upon closing, the Company
will acquire the Shares free and clear of all encumbrances, together with related governance rights under a shareholders’ agreement
for Carpenstream Inc., subject to joinder and required consents. The consideration for the Carpenstream SPA consists of an aggregate
purchase price of $400,000 to be satisfied, in whole or in part, by application of a setoff and credit against amounts outstanding under
the Loan Agreement. Any remaining cash consideration, if applicable, is payable by wire transfer at closing.
Closing
of the transactions pursuant to the Carpenstream SPA is expected to occur on or about January 31, 2026 and is subject to customary
closing conditions for a transaction of this nature.
The
foregoing descriptions of the TaleOn APA, the TopReels APA, and the Carpenstream SPA do not purport to be complete and are qualified
in their entirety by reference to the full text of each agreement, which are filed as exhibits to this Current Report on Form 8-K.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item
7.01 Regulation FD Disclosure.
On
November 14, 2025, the Company issued a press release announcing the execution of the TaleOn APA, the TopReels APA, and the Carpenstream
SPA. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01
by reference.