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): August 29, 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 33401
(Address of principal executive offices) (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. ☐
Item8.01. Other Events.
On August 29, 2022, Descrypto Holdings, Inc. (the “Company”) issued a press release (the “Press Release”) announcing the celebration of Epicenter’s win at the Travers Stakes. A copy of the Press Release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On August 29, 2022, the Company has scheduled a live webcast for this upcoming Thursday, September 1^st^ at 12:00pm (Eastern Time), during which it shall present an updated Investor Deck (the “Powerpoint Presentation”). The Company’s Chief Executive Officer, Mr. Howard Gostfrand, shall present the Powerpoint Presentation on behalf of the Company. A copy of the Powerpoint Presentation is filed as Exhibit 99.2 to this Current Report on Form 8-K, the contents of which are incorporated herein by reference. The information contained in this Current Report on Form 8-K speaks only as the date hereof. While the Company may elect to update the information in this Current Report on Form 8-K in the future, the Company disclaims any obligation to do so except to the extent required by applicable law.
CautionaryNote Regarding Forward-Looking Statements
Certain statements in this Current Report on Form 8-K, the Press Release and the Powerpoint Presentation are “forward-looking statements” that involve substantial risks and uncertainties for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this Current Report on Form 8-K, the Press Release and the Powerpoint Presentation regarding strategy, future operations, future financial position, future revenue, projected expenses, sufficiency of cash, expected timing and results of operations, prospects, plans and objectives of management are forward-looking statements. The Company may not actually achieve the plans, carry out the intentions or meet the expectations or projections disclosed in the forward-looking statements and you should not place undue reliance on these forward-looking statements. Such statements are based on management’s current expectations and involve risks and uncertainties. Actual results and performance could differ materially from those projected in the forward-looking statements as a result of many factors, including, without limitation, the COVID-19 pandemic, impacts of the Ukraine
- Russia conflict on our planned and ongoing operations, risks and uncertainties associated with the ability to project future cash utilization and reserves needed for contingent future liabilities and business operations, the availability of sufficient financial and other resources to meet business objectives and operational requirements. While the Company may elect to update these forward-looking statements publicly at some point in the future, the Company specifically disclaims any obligation to do so, whether as a result of new information, future events or otherwise, except as required by law. These forward-looking statements should not be relied upon as representing the Company’s views as of any date after the date stated herein.
Item9.01 Financial Statement and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release of the registrant dated August 29, 2022. |
| 99.2 | Powerpoint Presentation dated August 29, 2022. |
| 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> August 30, 2022 | /s/ Howard Gostfrand |
| Howard<br> Gostfrand | |
| Chief Executive Officer |
Exhibit99.1
DescryptoHoldings’ OpenStable Platform Celebrates Epicenter’s Win in the Travers Stakes
August 29, 2022 09:52 ET | Source: Descrypto Holdings, Inc.
WestPalm Beach, FL, Aug. 29, 2022 (GLOBE NEWSWIRE) — OpenLocker Inc. a subsidiary of Descrypto Holdings, Inc., (“Descrypto” or the “Company” OTC: DSRO) is excited to celebrate the Travers Stakes win by Epicenter, who was runner up in this year’s Kentucky Derby and Preakness Stakes. This was an amazing accomplishment of winning the Grade I Travers Stakes and cementing the lead as the top 3-year-old colt in the country on his way to competing in the Breeder’s Cup Classic. We are offering an opportunity to share the ride.
The company launched its OpenStable fan-friendly Web3 and blockchain technology platform in April leading up to the Triple Crown racing season to engage existing and the next generation of thoroughbred racing fans. Ownership of an NFT allows entry into an exclusive community with access to a portal for exclusive content, autographed collectibles, memorabilia and experiences so fans can follow a horse over the course of its career.
OpenLocker connects the digital and the physical worlds by offering real world utility and delivering a physical card of ownership to fans who purchase a digital collectible on its platform. The limited-edition platinum cards are wallet-sized, metal collectible cards that are hand-signed and feature the digital art on one side and QR code on the back which directs to the digital viewer. Platinum cards featuring Epicenter are signed by one of Epicenter’s connections: Ron Winchell, owner, Steve Asmussen, trainer or Joel Rosario, jockey.
OpenLocker randomly selected one Epicenter NFT owner, Randy McLeod from Pittsfield, MA, to be an invited guest in the paddock before the Travers Stakes. McLeod was also delighted to be allowed to join Epicenter’s connections in the Winner’s Circle afterwards. He said, “I had the time of my life, literally. I want to thank OpenLocker for making this an unbelievable day.”
Howard Gostfrand, CEO of Descrypto stated, “I had the incredible opportunity to be in Saratoga to witness Epicenter win the historic Travers Stakes. To be able to deliver our Epicenter NFT holders with a victory of this magnitude elevates the connectivity and engagement for this sport that was the inspiration for OpenStable from the start.” said Howard Gostfrand, CEO of Descrypto.
“It is so important that the industry supports innovative ideas that help grow, develop and engage a new generation of racing consumers,’’ said Epicenter owner, Ron Winchell of Winchell Thoroughbreds LLC. He continued “The platform brings that once in a lifetime experience to the fan who can’t invest in a horse but wants a real connection to the sport.”
For more information about OpenStable and the utility and rewards offered to NFT owners, visit openstable.io.
AboutDescrypto Holdings, Inc.
Descrypto is a holding company focused on blockchain technology and digital assets, including the world of non-fungible tokens (NFTs) and the metaverse. We are focused on the Sports and Entertainment NFT and blockchain infrastructure markets, providing investors an opportunity to invest directly into this emerging industry. Through its subsidiary, OpenLocker, Descrypto is connecting fans and athletes with innovative digital collectibles and through OpenStable, which is part of the OpenLocker ecosystem, Descrypto is providing the first thoroughbred racing digital collectibles to a growing next generation of fans. Descrypto is focused on delivering shareholder value by acquiring and developing high-quality companies and key personnel while increasing the value and adoption of blockchain technologies worldwide.
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
