8-K
Crisp Momentum Inc. (CRSF)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 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): July 6, 2022
DescryptoHoldings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-24520 | 04-3021770 |
|---|---|---|
| (State<br> or other jurisdiction of<br><br> <br>incorporation<br> or organization) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
625N. Flagler Drive, Suite 600
WestPalm Beach, FL
(Address of principal executive offices)
33401
(Zip code)
(305)351-9195
(Registrant’s telephone number, including area code)
N/A
(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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b)) |
| ☐ | Pre-commencement<br> 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. ☐
Item7.01. Regulation FD Disclosure.
On July 6, 2022, Descrypto Holdings, Inc. (the “Company”) issued a press release announcing the launch of the Brave Heartz Lacrosse Club (BHLC), an exclusive community dedicated to connecting lacrosse fans and athletes. A limited-edition collection of Non-Fungible Tokens (NFTs) will be released this summer on OpenLocker, Inc.’s fan friendly platform using blockchain technology to provide next level utility and experiences. The first series will include the name, image and likeness of Premier Lacrosse League stars Grant Ament and Rob Pannell. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Beginning July 8, 2022, the Company’s management will deliver the investor presentation attached hereto as Exhibit 99.2 and incorporated herein by reference.
The information included in this Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.
Item9.01 Financial Statement and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press<br> release of the registrant dated July 6, 2022 |
| 99.2 | Investor presentation of the registrant. |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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.
| Descrypto Holdings, Inc. | |
|---|---|
| Date:<br> July 8, 2022 | /s/ Howard Gostfrand |
| Howard<br> Gostfrand | |
| Chief<br> Executive Officer<br><br> <br>Principal<br> Financial Officer |
Exhibit99.1
DescryptoHoldings’ Subsidiary OpenLocker to Launch the Brave Heartz Lacrosse Club NFT Collection Featuring Premiere Lacrosse League StarsGrant Ament and Rob Pannell to Engage and Mentor Fans Worldwide
West Palm Beach, Florida, July 06, 2022 (GLOBE NEWSWIRE) — OpenLocker, Inc, a subsidiary of DesCrypto Holdings Inc., (“Descrypto” or the “Company” OTC: DSRO) is pleased to announce the launch of the Brave Heartz Lacrosse Club (BHLC), an exclusive community dedicated to connecting lacrosse fans and athletes. A limited-edition collection of Non-Fungible Tokens (NFTs) will be released this summer on OpenLocker’s fan friendly platform using blockchain technology to provide next level utility and experiences. The first series will include the Name, Image and Likeness of Premiere Lacrosse League stars Grant Ament and Rob Pannell.
Each Brave Heartz Lacrosse Club NFT will feature a lacrosse player avatar with a unique combination of randomly generated traits with defined scarcity scores. There will also be a set of rare (1-of-5) avatars illustrated in the likeness of participating Premier Lacrosse League players. Each NFT will grant access to exclusive experiences, a members-only gear shop and platform for fans to enter giveaways for autographed memorabilia. Ownership of an athlete’s extremely rare avatar NFT will provide additional benefits determined by the athlete. Ament and Pannell will be providing virtual mentoring sessions to owners of their avatar NFTs.
OpenLocker’s fan friendly platform removes obstacles to the adoption of digital collectibles by accepting both fiat and cryptocurrency as well as minimizing the steps required to set up a digital wallet to store NFT’s. The company connects the digital and the physical worlds by delivering a physical card of ownership to fans who purchase an NFT on its platform. The Platinum card is a wallet-sized, metal card that is hand-signed by the athlete and features digital art on one side and a QR code on the back which directs you to the respective marketplace.
Grant Ament stated “Growing up there wasn’t an easy way for fans to connect with professional lacrosse players. Being in the position I am now, I felt it would be really cool if we could find a way to engage with our fanbase in a genuine way. After reviewing all options, we felt that OpenLocker provided the best platform to do so. We’re excited to engage with and mentor the next generation of lacrosse players with OpenLocker’s innovative platform.”.
“The NFT space is growing every day and we are excited to bring lacrosse into the mix. The lacrosse community is very active and passionate about their sport and we feel this is a great opportunity for them to engage with some of their favorite players in a way never seen before.” Said Rob Pannell.
“We are extremely pleased to have been selected by Grant and Rob to partner with them in representing the great and growing sport of lacrosse. In the sport of lacrosse, the term “Brave Hearts” is considered the most exciting, toughest and decisive moment of the game. We couldn’t work with two better representatives who exemplify that competitive spirit “stated Howard Gostfrand, CEO of Descrypto Holdings, Inc.
To learn more about the Brave Heartz Lacrosse Club and sign up for early access, visit: www.braveheartzlax.io
AboutDescrypto Holdings, Inc.
“Descrypto is a holding company focused on acquiring businesses in the sports and entertainment industry that utilize blockchain technology to enhance athletes, teams and fan’s experiences to achieve further mutual engagement and monetization opportunities. Through its subsidiary, OpenLocker, Descrypto is connecting fans and athletes with innovative digital collectibles powered by Non-Fungible Tokens (NFT’S) and through OpenStable, which is part of the OpenLocker vertical, Descrypto is creating thoroughbred racing digital collectibles to help grow the next generation of fans.”
Forward-LookingStatements
Thispress release contains forward-looking statements. All statements other than statements of historical facts included in this press releaseare forward-looking statements. In some cases, forward-looking statements can be identified by words such as “believe,” “expect,”“anticipate,” “plan,” “potential,” “continue” or similar expressions. Such forward-lookingstatements include risks and uncertainties, and there are important factors that could cause actual results to differ materially fromthose expressed or implied by such forward-looking statements. These factors, risks and uncertainties are discussed in the Company’sfilings with the Securities and Exchange Commission. Investors should not place any undue reliance on forward-looking statements sincethey involve known and unknown, uncertainties and other factors which are, in some cases, beyond the Company’s control which could,and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflectsthe Company’s current views with respect to future events and is subject to these and other risks, uncertainties and assumptionsrelating to operations, results of operations, growth strategy and liquidity. The Company assumes no obligation to publicly update orrevise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipatedin these forward-looking statements, even if new information becomes available in the future.
Contact:
For more information visit: www.descrypto.io.
Investor Contact
Howard Gostfrand, CEO
305-351-9195
hgostfrand@descrypto.io
Exhibit 99.2
