8-K
Crisp Momentum Inc. (CRSF)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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 26, 2025
Crisp Momentum Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-24520 | 04-3021770 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> of incorporation) | (Commission<br><br> <br>File Number) | (IRS<br> Employer<br><br> Identification No.) |
| 5800<br> LaGorce Drive<br><br> Miami Beach, FL | 33140 | |
| --- | --- | |
| (Address<br> of Principal Executive Offices) | (Zip<br> Code) |
Registrant’s telephone number, including area code: (305) 351-9195
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. ☐
Item5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 26, 2025, the Financial Industry Regulatory Association (“FINRA”) processed an application by Crisp Momentum Inc. (f/k/a OpenLocker Holdings, Inc.) (the “Company”) to change the Company’s name from “OpenLocker Holdings, Inc.” to “Crisp Momentum Inc.” and to change its ticker symbol. In connection therewith, on August 26, 2025, the Company filed with the Delaware Secretary of State a certificate of amendment to certificate of incorporation (the “Amendment”) in order to change its corporate name to Crisp Momentum Inc. (the “Name Change”).
The information set forth above is qualified in its entirety by reference to the actual terms of the Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item7.01 Regulation FD Disclosure.
On August 28, 2025, the Company issued a press release announcing that it has received notification from FINRA that its Name Change request and request for a new trading symbol have been processed. At the open of market trading on August 28, 2025, the Company’s quotation on OTC Markets will reflect the Company’s new name, “Crisp Momentum Inc.” and its common stock will trade under the new symbol, “CRSF”.
A copy of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information included in this Item 7.01, including Exhibit 99.1, 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 Item 7.01.
Item8.01 Other Events.
Effective August 28, 2025 for trading purposes, the Company’s corporate name has been changed from “OpenLocker Holdings, Inc.” to “Crisp Momentum Inc.” No action is required by the Company’s current stockholders as a result of this change. Also effective August 28, 2025, the trading symbol for the Company’s common stock will change from “OLKR” to “CRSF”. The Company’s common stock will continue to be quoted on the OTCID and the CUSIP will remain unchanged.
Item9.01 Financial Statement and Exhibits.
(d)Exhibits.
| Exhibit<br><br> Number | Description |
|---|---|
| 3.1 | Certificate of Amendment to Certificate of Incorporation, dated August 27, 2025. |
| 99.1 | Press Release, dated August 28, 2025. |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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.
| Crisp Momentum Inc. | ||
|---|---|---|
| Dated:<br> August 28, 2025 | By: | /s/ Renger van den Heuvel |
| Name: | Renger<br> van den Heuvel | |
| Title: | Chief<br> Executive Officer |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
OPENLOCKER HOLDINGS, INC.
Pursuantto Section 242 of the General Corporation Law of the State of Delaware
OPENLOCKER HOLDINGS, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (“DGCL”), hereby certifies as follows:
| 1. | The<br> name of the corporation is OpenLocker Holdings Inc. (the “Corporation”).<br> The Corporation’s Certificate of Incorporation was filed with the Secretary of State<br> of the State of Delaware on May 16, 1996. |
|---|---|
| 2. | That<br> by a Unanimous Written Consent of the Corporation’s Board of Directors, dated July<br> 22, 2025, in accordance with Section 141(f) of the DGCL, the following resolution setting<br> forth an amendment to the Corporation’s Certificate of Incorporation, relating to changing<br> the name of the Corporation, was duly adopted by the Board of Directors: |
RESOLVED, that the Certificate of Incorporation of the Corporation be amended by changing Article “FIRST” thereof so that, as amended, said Article “FIRST” shall be and read, in its entirety, as follows:
“FIRST: The name of the corporation is: Crisp Momentum Inc. (the “Corporation”).”
| 3. | The<br> amendment to the Corporation’s Certificate of Incorporation herein certified has been<br> duly adopted in accordance with the provisions of Section 242 of the DGCL. |
|---|---|
| 4. | The<br> foregoing amendment shall be effective as of 12:01 a.m., Eastern Time, on August 27, 2025. |
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by an authorized officer, this 26^th^ day of August, 2025.
| OPENLOCKER<br>HOLDINGS, INC. | |
|---|---|
| By: | /s/<br> Renger van den Heuvel |
| Name: | Renger<br> van den Heuvel |
| Title: | Chief<br> Executive Officer |
State of Delaware
Secretary of State
Division of Corporations
Delivered 08:24 AM 08/26/2025
FILED 08:24 AM 08/26/2025
SR 20253783453 – File Number 2624514
Exhibit99.1
FORIMMEDIATE RELEASE
OpenLockerHoldings, Inc. Changes Corporate Name to Crisp Momentum Inc.
NewYork, NY – August 28, 2025 – Crisp Momentum Inc. (OTCID: CRSF) (the “Company”) today announced that it has changed its name from OpenLocker Holdings, Inc. to Crisp Momentum Inc., with an effective date of August 28, 2025.
In connection with the corporate name change, the Company’s Common Stock will begin trading under the new ticker symbol CRSF. The Company’s CUSIP number remains 92934S502. The website for Crisp Momentum Inc. will be www.crisp-momentum.com.
The name change was implemented to better reflect the Company’s strategic direction and corporate identity. There has been no change to the Company’s share structure as a result of this action. The number of authorized and outstanding shares remains the same. Existing stock certificates will continue to be valid and will not require exchange.
“Our new name, Crisp Momentum Inc. reflects our mission and long-term vision to take a leading position in the fast growing market for short form media.” said Clive Ng, Chairman of the Board: “As we continue to expand and diversify our business, this change aligns our corporate identity with the value we aim to deliver to our shareholders, partners, and customers.”
AboutCrisp Momentum Inc.
Crisp Momentum Inc. (“Crisp”) 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.
Forward-LookingStatements
This press release contains forward-looking statements. All statements other than statements of historical facts included in this press release are 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-looking statements include risks and uncertainties, and there are important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors, risks and uncertainties are discussed in Crisp Momentum Inc..’s filings with the Securities and Exchange Commission. Investors should not place any undue reliance on forward-looking statements since they 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 reflects Crisp Momentum Inc..’s current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to operations, results of operations, growth strategy and liquidity. Crisp Momentum Inc. assumes no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.
Investor& Media Contact:
Renger van den Heuvel
CEO
renger@crisp-momentum.com
https://crisp-momentum.com