Material Agreement, Termination of Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On April 20, 2026, Crisp Momentum Inc., a Delaware corporation (the "Company"), entered into a Loan Settlement and Share Repurchase Agreement (the "Settlement Agreement") with Banji Step K.K., a Japanese company ("Banji"), and Motoko Yorozu, a Japanese citizen (the "Guarantor" and, together with Banji, the "Banji Parties").

The Settlement Agreement relates to the settlement of all outstanding obligations under that certain Convertible Loan Agreement, dated as of September 16, 2025, as amended (the "Loan Agreement"), pursuant to which the Company made a loan to Banji in the original principal amount of $2,900,000 (the "Loan"). Under the Loan Agreement, the Guarantor unconditionally guaranteed all obligations of Banji until conversion or full repayment of the Loan. The Loan Agreement was first disclosed in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on September 23, 2025.

As previously disclosed in the Company's Current Report on Form 8-K filed with the SEC on November 20, 2025, on November 14, 2025, the Company entered into three separate purchase agreements with Banji: (i) an Asset Purchase Agreement for the TaleOn online short-form content distribution platform (the "TaleOn APA"), with a purchase price of $750,000; (ii) an Asset Purchase Agreement for the TopReels online short-form content distribution platform (the "TopReels APA"), with a purchase price of $1,750,000; and (iii) a Share Purchase Agreement for a 25% equity interest in Carpenstream Inc. (the "Carpenstream SPA"), with a purchase price of $400,000. The consideration for each of these agreements was to be satisfied by application of a setoff and credit against amounts outstanding under the Loan Agreement. Of the three transactions contemplated, the TaleOn APA closed, with the Company receiving the TaleOn Assets in partial satisfaction of the Banji Parties' obligations under the Loan Agreement. The transactions contemplated by the TopReels APA and the Carpenstream SPA did not close as originally contemplated, and the underlying assets (the TopReels Assets and the 25% equity interest in Carpenstream Inc., collectively, the "Retained Assets") were not transferred to the Company.

Pursuant to the terms of the Settlement Agreement, in lieu of the Banji Parties' obligations to transfer the Retained Assets to the Company, at the closing under the Settlement Agreement, the Banji Parties will transfer to the Company 80,000,000 shares of the Company's common stock, par value $0.0001 per share (the "Repurchased Shares"), which shares are currently held by Banji, in full satisfaction of all remaining amounts owed under the Loan Agreement, including all outstanding principal and accrued interest. The Repurchased Shares will be held by the Company as treasury shares unless the Company elects to retire such shares. The Company expects that the transactions contemplated by the Settlement Agreement will simplify its balance sheet by eliminating the outstanding loan receivable and reducing its issued and outstanding share capital.

Upon closing, the Company will release and discharge the Banji Parties from all obligations under the Loan Agreement, and all pledges, security interests, liens and other encumbrances granted in connection with the Loan Agreement will be terminated. Each party has agreed to mutual releases with respect to claims arising out of or relating to the Loan Agreement.

The consummation of the transaction is subject to customary closing conditions, including due diligence and the absence of any material adverse change. The Settlement Agreement may be terminated by mutual written agreement or by either party if the closing conditions are not satisfied by May 31, 2026. The Settlement Agreement contains customary representations and warranties of the parties, including representations by Banji that it owns the Repurchased Shares free and clear of encumbrances. The Settlement Agreement also contains customary indemnification provisions.

The foregoing description of the Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Settlement Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement.

The information set forth in Item 1.01 regarding the Settlement Agreement and the termination and discharge of the Loan Agreement is incorporated by reference into this Item 1.02.