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): October 20, 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. ☐
Item7.01. Regulation FD Disclosure.
On October 20, 2022, Descrypto Holdings, Inc. (the “Company”) issued a press release announcing that it has uplisted from the OTC Pink Market to the OTCQB Venture Market. The uplisting has been approved by OTC Markets Group and the Company’s common stock commenced trading on the OTCQB on October 20, 2022. The Company’s common stock will continue to trade under the ticker symbol “DSRO” at this time. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Beginning October 20, 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 Current Report on Form 8-K, 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.
Item8.01. Other Events.
Effective October 20, 2022, the Company has uplisted from the OTC Pink Market to the OTCQB Venture Market. The Company’s common stock commenced trading on the OTCQB on October 20, 2022. Following the Company’s uplisting to the OTCQB, the Company’s common stock will continue to trade under the ticker symbol “DSRO.” However, the Company has filed an application with the Financial Industry Regulatory Association (“FINRA”) to change its name to “OpenLocker Holdings, Inc.” and to change its ticker symbol. The application is currently being processed by FINRA. The Company expects to effect the name and symbol changes in the near future.
Item9.01 Financial Statement and Exhibits.
(d) Exhibits
The following exhibit is filed with this Current Report on Form 8-K:
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release of the registrant issued on October 20, 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> October 20, 2022 | /s/ Howard Gostfrand |
| Howard<br> Gostfrand | |
| Chief<br> Executive Officer |
Exhibit99.1
DescryptoHoldings Announces Uplisting to the OTCQB Venture Market
West Palm Beach, Florida October 20, 2022 - DesCrypto Holdings Inc., (“Descrypto” or the “Company” OTC: DSRO) is pleased to announce that it has successfully uplisted from the OTC Pink Market to the OTCQB Venture Market. The uplisting has been approved by OTC Markets Group and the Company will commence trading on the OTCQB on October 20, 2022.
Mr. Howard Gostfrand, CEO stated, “Uplisting to the OTCQB Venture Market is yet another important milestone that we set out to achieve. The listing on the OTCQB tier provides much greater visibility and transparency to investors which will allow for us to reach a wider audience. We greatly appreciate the support we have received from our partners and shareholders as we continue to execute on our business plan.”
The OTCQB, operated by OTC Markets Group, Inc., is a premier market designed for developing and entrepreneurial companies in the United States and abroad committed to providing investors high-quality trading and improved market visibility to enhance trading liquidity. To be eligible for trading on the OTCQB, companies must be current in their financial reporting with the Securities and Exchange Commission (the “SEC”), pass a minimum bid price test, maintain audited financials through a PCAOB registered firm, an undergo company verification and management certification on an annual basis.
The OTCQB is operated by the OTC Markets Group and recognized by the Securities and Exchange Commission (“SEC”) as an established public market providing data that investors need to analyze, value and trade securities. Being part of the OTC Markets Group will assist in diversifying Descrypto Holdings shareholder base worldwide.
AboutDescrypto Holdings, Inc.
Descrypto Holdings, Inc. 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. The initial acquisition is Openlocker.
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
