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): September 17, 2025
CrispMomentum 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.) |
| 1700<br> Palm Beach Lakes Blvd., Suite 820<br><br> West Palm Beach, FL | 33401 | |
| --- | --- | |
| (Address<br> of Principal Executive Offices) | (Zip<br> Code) |
Registrant’s telephone number, including area code: (305) 351-9195
(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. ☐
Item1.01 Entry into a Material Definitive Agreement.
On September 17, 2025, Crisp Momentum Inc. (the “Company”) entered into a convertible loan agreement (the “Agreement”) with Banji Step K.K., a Japanese company (the “Borrower”) and Motoko Yorozu, a Japanese citizen (the “Guarantor”), pursuant to which the Company agreed to provide loan financing to the Borrower in the principal amount of $2,900,000 (the “Loan”). Under the Agreement, the Company will deposit the Loan proceeds into an escrow account, with fees to be shared equally by the Company and the Borrower. Upon receipt of joint written instructions from the Company and the Borrower, the Loan proceeds will be released to the Borrower (such release date, the “Funding Date”). The Loan bears interest at a rate of 6.0% per annum and matures twelve months from the Funding Date (the “Maturity Date”).
Pursuant to the terms of the Agreement, the Loan is convertible into 100% of the issued and outstanding equity interests of the Borrower upon the satisfaction of certain agreed conditions precedent, including, among others: (i) completion of a financial audit of the Borrower by an internationally recognized accounting firm; (ii) an independent business appraisal confirming a fair market value of the Borrower of not less than $2,900,000; (iii) comprehensive legal due diligence on the Borrower and its subsidiaries; (iv) the receipt of any required regulatory approvals; (v) no material adverse change since the effective date of the Agreement; (vi) accuracy of representations and warranties; (vii) execution of all transaction documents; and (viii) satisfactory due diligence on all subsidiaries.
The Loan is secured by all of the shares in the Borrower, which are 100% owned by the Guarantor. If the conditions precedent set forth in the Agreement are not satisfied and the Loan does not convert into equity, the full principal and interest will be due on the Maturity Date. The Borrower may prepay the Loan at any time without penalty upon thirty days’ prior written notice to the Company. Under the Agreement, the Guarantor has unconditionally guaranteed all obligations of the Borrower until conversion or full repayment of the Loan.
The Agreement contains representations, warranties and covenants of the Company and the Borrower that are customary for a transaction of this nature. The Agreement also contains indemnification obligations of the parties thereto.
The foregoing description of the Agreement does not purport to be complete and is subject to and qualified in its entirety by the full text of the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.
Item9.01 Financial Statements and Exhibits.
(d)Exhibits.
| Exhibit<br><br> Number | Description |
|---|---|
| 10.1 | Convertible Note Agreement, dated as of September 17, 2025, by and between Crisp Momentum Inc., Banji Step K.K and Motoko Yorozu.* |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document). |
* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplemental copies of any of the omitted schedules or exhibits upon request by the SEC.
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> September 23, 2025 | By: | /s/ Renger van den Heuvel |
| Name: | Renger<br> van den Heuvel | |
| Title: | Chief<br> Executive Officer |
Exhibit10.1
CONVERTIBLELOAN AGREEMENT
THIS CONVERTIBLE LOAN AGREEMENT (this “Agreement”) is made and entered into as of September 17, 2025 (the “EffectiveDate”), by and between:
CrispMomentum Inc., a Delaware corporation, having its principal place of business at 250 Park Avenue, 7th Floor, New York, NY 10177, United States (“Lender”);
BanjiStep K.K., a Japanese company, having its registered office at 3F CB Tower Makuhari Technogarden, 1-3 Nakase, Mihama-ku, Chiba-shi, Chiba, 261-0023 Japan (“Borrower”); and
MotokoYorozu, a Japanese citizen, having her residence at [ ] (“Guarantor”).
RECITALS
WHEREAS, Guarantor is the sole shareholder of Borrower, owning 100% of the issued and outstanding shares of Borrower;
WHEREAS, Borrower intends to use the proceeds of the Loan to acquire and consolidate the subsidiaries and material assets set forth in Annex A and Annex B hereto (the “Target Assets”);
WHEREAS, Lender desires to acquire 100% of the issued and outstanding shares of Borrower from Guarantor;
WHEREAS, Lender is willing to provide loan financing to Borrower in the principal amount of USD $2,900,000;
WHEREAS, Borrower desires to receive such financing from Lender;
WHEREAS, Guarantor is willing to guarantee Borrower’s obligations under the loan and pledge her 100% shareholding in Borrower as security;
WHEREAS, the parties wish to structure this transaction so that the loan will convert into 100% ownership of Borrower by Lender upon satisfaction of certain conditions precedent; and
WHEREAS, if such conditions precedent are not satisfied, the financing shall remain as a loan obligation of Borrower to Lender, guaranteed by Guarantor.
NOW,THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
| 1. | DEFINITIONS |
|---|
For purposes of this Agreement, the following terms shall have the meanings set forth below:
“Banji Step Group” means, following completion of the Target Asset acquisitions, Borrower and its acquired Subsidiaries, collectively.
“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed.
“Conditions Precedent” has the meaning set forth in Section 4.
“Conversion” means the conversion of the Loan into 100% ownership of Borrower by Lender pursuant to Section 5.
“Conversion Date” means the date on which all Conditions Precedent have been satisfied or waived by Lender.
“Escrow Agent” means Balex AG, a Swiss law firm located at Gerbergasse 48, 4001 Basel, Switzerland, or such other escrow agent as the parties may mutually agree in writing.
“Escrow Account” means the escrow account established with Escrow Agent pursuant to Section 3.
“Funding Date” means the date on which the Principal Amount is released from the Escrow Account to Borrower.
“Loan” has the meaning set forth in Section 2.1.
“Material Assets” means the target assets that Borrower intends to acquire using Loan proceeds, as set forth in Annex A attached hereto.
“Maturity Date” means the date that is twelve (12) months from the Funding Date, subject to extension as provided herein.
“Principal Amount” means USD $2,900,000.
“Subsidiaries” means (i) any subsidiary companies currently owned by Borrower, and (ii) the target subsidiary companies that Borrower intends to acquire using Loan proceeds, as set forth in Annex B attached hereto.
“Target Assets” means the subsidiaries and material assets set forth in Annex A and Annex B that Borrower intends to acquire using the proceeds of the Loan.
“Target Group” means the Target Assets and target subsidiaries that Borrower intends to acquire and consolidate using the Loan proceeds.
| 2. | THE LOAN | |
|---|---|---|
| 2.1 | Subject<br> to the terms and conditions of this Agreement, Lender agrees to provide to Borrower a loan<br> in the Principal Amount (the “Loan”). | |
| 2.2 | On<br> or about September 12, 2025, Lender shall deposit the Principal Amount into the Escrow Account<br> established with Escrow Agent. | |
| 2.3 | The<br> Escrow Agent shall hold the Principal Amount in escrow pending receipt of written instructions<br> from both Lender and Borrower directing release of such funds to Borrower. | |
| 2.4 | Upon<br> receipt of joint written instructions from both Lender and Borrower, the Escrow Agent shall<br> release the Principal Amount to Borrower, and such release shall constitute the Funding Date<br> and effectiveness of the Loan. | |
| 2.5 | From<br> the Funding Date until conversion or repayment, the Loan shall bear interest at a rate of<br> six percent (6%) per annum, calculated on the basis of actual days elapsed and a 365-day<br> year. | |
| --- | --- | |
| 2.6 | The<br> Loan shall be guaranteed by Guarantor pursuant to Section 7 hereof. | |
| 2.7 | The<br> Loan shall be secured by a pledge of 100% of Guarantor’s shares in Borrower, which<br> pledge shall be documented in a separate security and pledge agreement in form and substance<br> reasonably satisfactory to Lender. | |
| 2.8 | Use<br> of Proceeds. Borrower shall use the proceeds of the Loan exclusively for: | |
| (a) | The<br> acquisition of the Target Assets listed in Annex A and Annex B; | |
| --- | --- | |
| (b) | Transaction<br> costs and expenses related to such acquisitions; and | |
| (c) | Working<br> capital requirements directly related to the integration of the Target Assets. | |
| 3. | ESCROW ARRANGEMENTS | |
| --- | --- | --- |
| 3.1 | Contemporaneously<br> with the execution of this Agreement, the parties and Escrow Agent shall enter into a separate<br> escrow agreement governing the terms and conditions of the escrow arrangement. | |
| 3.2 | The<br> Escrow Agent shall release funds only upon: | |
| (a) | Joint written instructions<br>from both Lender and Borrower directing release to Borrower; or | |
| --- | --- | |
| (b) | Final court order<br>directing release. | |
| 3.3 | All<br> escrow fees and expenses shall be borne equally by Lender and Borrower. | |
| --- | --- | |
| 4. | CONDITIONS PRECEDENT TO CONVERSION | |
| --- | --- |
The Conversion of the Loan shall be subject to the satisfaction or waiver by Lender, in its sole discretion, of the following conditions precedent (the “Conditions Precedent”):
| 4.1 | Lender<br> shall have received a complete financial audit of Borrower conducted by an internationally<br> recognized accounting firm acceptable to Lender, covering the two (2) most recent fiscal<br> years and any interim period through a date not more than ninety (90) days prior to the anticipated<br> Conversion Date. |
|---|---|
| 4.2 | Lender<br> shall have received an independent business appraisal of Borrower prepared by a qualified<br> business valuation firm acceptable to Lender, confirming a fair market value of Borrower<br> of not less than USD $2,900,000. |
| 4.3 | Lender<br> shall have completed, to its satisfaction, comprehensive legal due diligence on Borrower,<br> including without limitation: |
| (a) | Corporate<br> organization, good standing, capitalization structure, and corporate records; |
| --- | --- |
| (b) | Confirmation<br> that Guarantor owns 100% of Borrower free and clear of all liens, encumbrances, and third-party<br> rights; |
| (c) | Review<br> of all material contracts, agreements, partnerships, and business relationships; |
| --- | --- |
| (d) | Inventory<br> and verification of all intellectual property rights, including trademarks, copyrights, patents,<br> trade secrets, and licenses; |
| (e) | Confirmation<br> of compliance with all applicable laws, regulations, permits, and licenses; |
| (f) | Review of employment agreements, benefit<br>plans, and labor compliance; |
| (g) | Investigation<br> of any pending or threatened litigation, arbitration, or regulatory proceedings; |
| (h) | Review<br> of financial statements, tax returns, and accounting records; |
| (i) | Assessment<br> of any environmental liabilities or compliance issues; |
| (j) | Review<br> of insurance coverage and claims history; |
| (k) | Corporate<br> organization, capitalization, and good standing of all Subsidiaries; |
| (l) | Review<br> of all Material Assets, including ownership verification, title documentation, and encumbrance<br> searches; |
| (m) | Review<br> of all existing and proposed inter-company agreements and relationships within the Target<br> Group; |
| (n) | Verification<br> of all intellectual property ownership and licenses held by Subsidiaries; |
| (o) | Review<br> of all material contracts and agreements of each Subsidiary; |
| (p) | Confirmation<br> of regulatory compliance of all Subsidiaries in their respective jurisdictions. |
| 4.4 | All<br> necessary regulatory approvals, consents, notifications, and authorizations required for<br> the acquisition of Borrower by Lender shall have been obtained, including but not limited<br> to: |
| --- | --- |
| (a) | Any<br> required filings or approvals under applicable merger control or antitrust laws; |
| --- | --- |
| (b) | Any<br> required approvals from governmental authorities in Japan or the United States; |
| (c) | Any<br> third-party consents required under Borrower’s material agreements. |
| 4.5 | Since<br> the Effective Date, there shall have been no material adverse change in Borrower’s<br> business, financial condition, results of operations, or prospects. |
| --- | --- |
| 4.6 | All<br> representations and warranties of Borrower and Guarantor contained in this Agreement shall<br> be true and correct in all material respects as of the Conversion Date. |
| 4.7 | All<br> transaction documents contemplated by this Agreement shall have been executed and delivered,<br> including: |
| (a) | Share<br> transfer forms and instruments transferring 100% of Borrower from Guarantor to Lender; |
| --- | --- |
| (b) | Resignations<br> of Borrower’s directors and officers; |
| --- | --- |
| (c) | Corporate<br> resolutions of Guarantor and Borrower; |
| (d) | Legal<br> opinions as reasonably required by Lender. |
| 4.8 | Lender<br> shall have a period of twelve (12) months from the Funding Date to complete due diligence<br> and satisfy or waive the Conditions Precedent, which period may be extended by mutual written<br> agreement of the parties. |
| --- | --- |
| 4.9 | Lender<br> shall have completed satisfactory due diligence on each Target Subsidiary to be acquired,<br> including financial, legal, and operational review equivalent to the due diligence conducted<br> on Borrower. |
| 4.10 | Within<br> six (6) months of the Funding Date, Borrower shall have successfully completed the acquisition<br> of at least 80% of the Target Assets by value as determined by Lender, with the remaining<br> Target Assets acquired within twelve (12) months of the Funding Date. |
| 4.11 | Borrower<br> shall have executed definitive purchase agreements for all Target Assets in form and substance<br> satisfactory to Lender. |
| 4.12 | Lender<br> shall have completed satisfactory due diligence on all Target Assets equivalent to the due<br> diligence contemplated for Borrower and its existing subsidiaries. |
| 5 | CONVERSION PROVISIONS |
| --- | --- |
| 5.1 | Upon<br> satisfaction or waiver of all Conditions Precedent, the Loan (including all accrued and unpaid<br> interest) shall automatically convert into 100% ownership of Borrower by Lender. |
| --- | --- |
| 5.2 | Upon<br> Conversion: |
| (a) | Guarantor<br> shall transfer to Lender 100% of the issued and outstanding shares of Borrower, free and<br> clear of all liens and encumbrances, which transfer shall include indirect ownership of all<br> acquired Target Assets constituting the Banji Step Group following completion of acquisitions; |
| --- | --- |
| (b) | All<br> of Guarantor’s rights and interests in Borrower shall vest in Lender; |
| (c) | The<br> outstanding principal amount of the Loan and all accrued interest shall be deemed satisfied<br> and discharged; |
| (d) | Guarantor<br> shall provide all necessary corporate resolutions, share certificates, and other documentation<br> to effect the transfer; |
| (e) | Lender<br> shall be entitled to exercise all rights as the sole shareholder of Borrower; |
| (f) | Lender<br> shall acquire, through its ownership of Borrower, all rights, title, and interests in the<br> Subsidiaries and Material Assets set forth in Annex A and Annex B. |
| 5.3 | Guarantor<br> shall execute and deliver to Lender all documents reasonably necessary to transfer 100% ownership<br> of Borrower, including but not limited to share transfer forms, stock certificates, corporate<br> resolutions, and instruments of transfer. |
| --- | --- |
| 6 | LOAN TERMS (IF NO CONVERSION) |
| --- | --- |
| 6.1 | If<br> the Conditions Precedent are not satisfied or waived within the specified time period, the<br> Loan shall remain outstanding and shall be repaid by Borrower as follows: |
| --- | --- |
(a) Maturity: The entire outstanding principal balance and all accrued interest shall be due and payable on the Maturity Date.
(b) Prepayment: Borrower may prepay the Loan at any time without penalty upon thirty (30) days’ prior written notice to Lender.
| 6.2 | The<br> following shall constitute events of default under the Loan: |
|---|---|
| (a) | Borrower’s<br> failure to pay any amount due hereunder within thirty (30) days after written notice of such<br> failure; |
| --- | --- |
| (b) | Borrower’s<br> or Guarantor’s material breach of any covenant, representation, or warranty contained<br> herein, continuing for sixty (60) days after written notice; |
| (c) | Borrower’s<br> or Guarantor’s insolvency, bankruptcy, or assignment for the benefit of creditors; |
| (d) | Any<br> material adverse change in Borrower that impairs the value of Lender’s security interest; |
| (e) | Guarantor’s<br> sale, transfer, or encumbrance of Borrower shares without Lender’s prior written consent; |
| (f) | Any<br> material adverse change in any Target Asset or acquired Subsidiary that materially impairs<br> the value of Borrower or the Target Assets; |
| (g) | Borrower’s<br> failure to complete acquisition of at least 80% of Target Assets by value within six (6)<br> months of the Funding Date; |
| (h) | Borrower’s<br> material breach of any acquisition agreement for Target Assets; |
| (i) | Any<br> Target Asset becoming unavailable for acquisition due to Borrower’s action or inaction. |
| 6.3 | Upon<br> any event of default, Lender may: |
| --- | --- |
| (a) | Declare<br> the entire outstanding balance immediately due and payable; |
| --- | --- |
| (b) | Exercise<br> all rights and remedies available under the security and pledge agreement; |
| (c) | Foreclose<br> on Borrower shares pledged by Guarantor; |
| (d) | Pursue<br> any other remedies available at law or in equity. |
| 7 | GUARANTEE |
| --- | --- |
| 7.1 | Guarantor<br> hereby unconditionally guarantees the full and prompt payment when due of all obligations<br> of Borrower under this Agreement, including the principal amount of the Loan, all accrued<br> interest, and any other amounts payable hereunder. |
| --- | --- |
| 7.2 | This<br> guarantee is absolute and unconditional and shall remain in full force and effect until the<br> earlier of (i) Conversion or (ii) payment in full of all obligations under the Loan. |
| --- | --- |
| 7.3 | Guarantor<br> waives any right to require Lender to proceed against Borrower or any collateral before enforcing<br> this guarantee. |
| 8 | REPRESENTATIONS AND WARRANTIES |
| --- | --- |
| 8.1 | Borrower<br> represents and warrants to Lender that: |
| --- | --- |
| (a) | Borrower<br> is a company duly organized, validly existing, and in good standing under Japanese law; |
| --- | --- |
| (b) | Borrower<br> has full corporate power and authority to execute and perform this Agreement; |
| (c) | The<br> execution and performance of this Agreement have been duly authorized by all necessary corporate<br> action; |
| (d) | This<br> Agreement constitutes a legal, valid, and binding obligation of Borrower; |
| (e) | Borrower<br> is duly organized, validly existing, and in good standing under the laws of Japan; |
| (f) | The<br> financial statements of Borrower previously delivered to Lender are true, complete, and accurate<br> in all material respects and fairly present Borrower’s financial condition; |
| (g) | Since<br> the date of Borrower’s most recent financial statements, there has been no material<br> adverse change in Borrower’s business, financial condition, or prospects; |
| (h) | Borrower<br> is in compliance with all applicable laws and regulations in all material respects; |
| (i) | There<br> are no pending or threatened legal proceedings against Borrower; |
| (j) | Borrower<br> has filed all required tax returns and paid all taxes due; |
| (k) | Borrower<br> has identified the Target Assets set forth in Annex A and Annex B and has obtained preliminary<br> agreements or letters of intent for their acquisition; |
| (l) | To<br> Borrower’s knowledge, each Target Subsidiary is duly organized, validly existing, and<br> in good standing under the laws of its respective jurisdiction; |
| (m) | Borrower<br> has conducted preliminary due diligence on the Target Assets and believes they can be acquired<br> on commercially reasonable terms; |
| (n) | Borrower<br> has sufficient corporate authority to complete the proposed acquisitions of the Target Assets; |
| (o) | Borrower<br> commits to conduct all future transactions and arrangements with acquired Target Assets on<br> arm’s length terms and ensure proper documentation; |
| (p) | Except<br> as disclosed in Annex B, no Subsidiary has any material liabilities, obligations, or commitments<br> that are not reflected in the financial statements provided to Lender; |
| (q) | Each<br> Subsidiary owns or has valid licenses to use all intellectual property rights necessary for<br> the conduct of its business, as set forth in Annex A; |
| --- | --- |
| (r) | Annex<br> B contains a complete list of all material contracts and agreements of each Subsidiary, and<br> no Subsidiary is in breach of any such material contract. |
| 8.2 | Guarantor<br> represents and warrants to Lender that: |
| --- | --- |
| (a) | Guarantor<br> has full legal capacity to execute and perform this Agreement; |
| --- | --- |
| (b) | The<br> execution and performance of this Agreement have been duly authorized; |
| (c) | This<br> Agreement constitutes a legal, valid, and binding obligation of Guarantor; |
| (d) | Guarantor<br> is the sole legal and beneficial owner of 100% of the issued and outstanding shares of Borrower,<br> free and clear of all liens, encumbrances, pledges, and third-party rights; |
| (e) | Guarantor<br> has good and marketable title to such shares and the full right, power and authority to pledge<br> such shares as security for the Loan. |
| 8.3 | Lender<br> represents and warrants to Borrower and Guarantor that: |
| --- | --- |
| (a) | Lender<br> is a corporation duly organized, validly existing, and in good standing under Delaware law; |
| --- | --- |
| (b) | Lender<br> has full corporate power and authority to execute and perform this Agreement; |
| (c) | The<br> execution and performance of this Agreement have been duly authorized by all necessary corporate<br> action; |
| (d) | This<br> Agreement constitutes a legal, valid, and binding obligation of Lender; |
| (e) | Lender<br> has sufficient financial resources to fund the Loan as required hereunder. |
| 9 | COVENANTS |
| --- | --- |
| 9.1 | Until<br> the earlier of Conversion or full repayment of the Loan, Borrower shall: |
| --- | --- |
| (a) | Maintain<br> its existence in good standing under Japanese law; |
| --- | --- |
| (b) | Preserve<br> and maintain its business and assets; |
| (c) | Comply<br> with all applicable laws and regulations; |
| (d) | Maintain<br> adequate insurance coverage; |
| (e) | Provide<br> Lender with monthly financial reports; |
| (f) | Permit<br> Lender reasonable access to its books, records, and management; |
| (g) | Notify<br> Lender promptly of any material adverse developments; |
| (h) | Maintain<br> each Subsidiary in good standing under the laws of its respective jurisdiction; |
| --- | --- |
| (i) | Preserve<br> and maintain all acquired Target Assets and work toward formation of the consolidated Banji<br> Step Group; |
| (j) | Ensure<br> all Subsidiaries comply with applicable laws and maintain required permits and licenses; |
| (k) | Following<br> completion of Target Asset acquisitions, provide Lender with consolidated financial reports<br> for the Banji Step Group. |
| 9.2 | Until<br> the earlier of Conversion or full repayment of the Loan, without Lender’s prior written<br> consent, Borrower shall not: |
| --- | --- |
| (a) | Incur<br> material indebtedness; |
| --- | --- |
| (b) | Make<br> distributions or pay dividends; |
| (c) | Enter<br> into material agreements outside the ordinary course of business; |
| (d) | Change<br> its management or business plan; |
| (e) | Merge,<br> consolidate, or dissolve; |
| (f) | Cause<br> any Subsidiary to incur material indebtedness or provide guarantees; |
| (g) | Permit<br> any Subsidiary to make distributions or pay dividends to Borrower; |
| (h) | Sell,<br> transfer, lease, or dispose of any Material Assets outside the ordinary course of business; |
| (i) | Cause<br> any change in the management or business operations of any Subsidiary; |
| (j) | Permit<br> any Subsidiary to merge, consolidate, dissolve, or liquidate. |
| 9.3 | Until<br> the earlier of Conversion or full repayment of the Loan, without Lender’s prior written<br> consent, Guarantor shall not: |
| --- | --- |
| (a) | Sell,<br> transfer, pledge, or encumber any Borrower shares; |
| --- | --- |
| (b) | Take<br> any action that would impair Lender’s security interest in the pledged shares. |
| 9.4 | Until<br> completion of all Target Asset acquisitions, Borrower shall: |
| --- | --- |
| (a) | Use<br> commercially reasonable efforts to complete the acquisition of all Target Assets within the<br> timeframes specified in Section 4; |
| --- | --- |
| (b) | Provide<br> Lender with monthly progress reports on all pending Target Asset acquisitions; |
| (c) | Obtain<br> Lender’s prior written consent before modifying any material terms of Target Asset<br> acquisition agreements; |
| (d) | Notify<br> Lender immediately of any material adverse developments affecting any Target Asset acquisition; |
| --- | --- |
| (e) | Maintain<br> all necessary corporate approvals and financing for Target Asset acquisitions; |
| (f) | Not<br> use Loan proceeds for any purpose other than as specified in Section 2.8. |
| 10 | INDEMNIFICATION |
| --- | --- |
| 10.1 | Borrower<br> and Guarantor, jointly and severally, shall indemnify, defend, and hold harmless Lender from<br> and against any losses, damages, liabilities, costs, and expenses arising from: |
| --- | --- |
| (a) | Any<br> breach of Borrower’s or Guarantor’s representations, warranties, or covenants<br> herein; |
| --- | --- |
| (b) | Any<br> liabilities of Borrower not disclosed to Lender; |
| (c) | Any<br> third-party claims against Borrower; |
| (d) | Any<br> pre-Conversion obligations or liabilities of Borrower; |
| (e) | Any<br> liabilities of the Subsidiaries not disclosed to Lender; |
| (f) | Any<br> third-party claims against Borrower or any acquired Target Asset; |
| (g) | Any<br> defects in title to or ownership of the Material Assets; |
| (h) | Any<br> environmental liabilities related to the Material Assets. |
| (i) | Any<br> failure to complete Target Asset acquisitions as contemplated herein; |
| (j) | Any<br> material misrepresentation regarding the status or availability of Target Assets; |
| (k) | Any<br> claims by third parties related to the Target Asset acquisitions; |
| 10.2 | The<br> indemnification obligations shall survive Conversion or repayment of the Loan for a period<br> of two (2) years. |
| --- | --- |
| 11 | MISCELLANEOUS |
| --- | --- |
| 11.1 | Governing<br> Law. This Agreement shall be governed by and construed in accordance with the laws of<br> the State of New York, without regard to conflicts of law principles. |
| --- | --- |
| 11.2 | Jurisdiction.<br> Any disputes arising hereunder shall be subject to the exclusive jurisdiction of the federal<br> and state courts located in New York County, New York. |
| 11.3 | Entire<br> Agreement. This Agreement constitutes the entire agreement between the parties with respect<br> to the subject matter hereof and supersedes all prior negotiations and agreements. |
| 11.4 | Amendment.<br> This Agreement may be amended only by written instrument signed by all parties. |
| 11.5 | Assignment.<br> No party may assign this Agreement without the prior written consent of the other parties. |
| --- | --- |
| 11.6 | Severability.<br> If any provision hereof is held invalid or unenforceable, the remainder shall continue in<br> full force and effect. |
| 11.7 | Counterparts.<br> This Agreement may be executed in counterparts, including by electronic signature. |
| 11.8 | Notices.<br> All notices shall be in writing and delivered to the addresses set forth below: |
Ifto Lender:
Crisp Momentum Inc.
250 Park Avenue, 7th Floor, New York, NY 10177
Email:
Attention:
Ifto Borrower:
Banji Step K.K.
Email:
Attention:
Ifto Guarantor:
Motoko Yorozu
Email:
Ifto Escrow Agent:
Balex AG
Gerbergasse 48, 4001 Basel Switzerland
Attention:
Email:
| 11.9 | Expenses.<br> Each party shall bear its own expenses, except that all escrow fees shall be shared equally<br> between Lender and Borrower. |
|---|---|
| 11.10 | Confidentiality.<br> Each party agrees to maintain the confidentiality of all non-public information received<br> from the other parties in connection with this transaction. |
(SignaturePage Follows)
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
| CRISP<br> MOMENTUM INC. | |
|---|---|
| By: | |
| Name: | Renger<br> Van den Heuvel |
| Title: | Chief<br> Executive Officer |
| BANJI STEP K.K. | |
| --- | --- |
| By: | |
| Name: | Motoko<br> Yorozu |
| Title: | Chief<br> Executive Officer |
| MOTOKO<br> YOROZU | |
| --- |