SCHEDULE: Adrian Cheng's Entities Acquire 24.39% Stake in Crisp Momentum

Entities controlled by Chi Kong (Adrian) Cheng have acquired a 24.39% stake in Crisp Momentum Inc. for $3 million, with Mr. Cheng also appointed Chairman of the Board.

Summary

• Aurion Prime Holdings Limited, controlled by Chi Kong (Adrian) Cheng, purchased 500,000,000 shares of Crisp Momentum Inc. common stock.
• The aggregate purchase price for the shares was $3,000,000, equating to $0.006 per share.
• This acquisition represents 24.39% of Crisp Momentum Inc.'s outstanding common stock, based on 2,049,621,210 shares as of September 5, 2025.
• The shares were acquired from JAKOTA Capital AG.
• Chi Kong (Adrian) Cheng was appointed to Crisp Momentum Inc.'s Board of Directors and as Chairman of the Board on October 3, 2025.
• Aurion Prime Holdings Limited is subject to a 180-day lock-up period from October 1, 2025, restricting share transfers.
• Following the lock-up period, Aurion may sell up to 20% of the originally acquired shares in each subsequent three-month period, with any unused portion not carrying over to future periods.

Sentiment

Score: 7

Explanation: The acquisition of a significant stake by a prominent investor and his appointment as Chairman is generally a positive signal, indicating confidence and potential for strategic improvements. However, the very low purchase price and future leak-out provision introduce some caution.

Positives

• A significant strategic investment by a prominent investor, Chi Kong (Adrian) Cheng, and his affiliated entities, signaling confidence in Crisp Momentum Inc.
• Mr. Cheng's appointment as Chairman of the Board suggests active involvement and potential strategic direction for Crisp Momentum Inc.
• The Reporting Persons view the shares as an attractive investment opportunity.

Negatives

• The purchase price of $0.006 per share is very low, which could indicate a low valuation for Crisp Momentum Inc. at the time of the transaction.
• The lock-up agreement includes a 'leak-out' provision allowing sales of up to 20% of the acquired shares every three months after 180 days, which could create future selling pressure.

Risks

• Reporting Persons may endeavor to decrease their position in the Issuer through sales of common stock on the open market or in private transactions.
• The 'leak-out' provision allows for the sale of a significant portion of the acquired shares (up to 20% every three months) after the initial 180-day lock-up, potentially increasing market supply.
• Reporting Persons may make proposals concerning changes to the capitalization, ownership structure, board structure (including board composition), or operations of the Issuer, which could lead to significant shifts.

Future Outlook

Reporting Persons intend to review their investment in Crisp Momentum Inc. on a continuing basis and may increase or decrease their position, engage with management and the Board, or propose changes to the company's capitalization, ownership structure, board composition, or operations.

Management Comments

• The Reporting Persons purchased the Shares based on the Reporting Persons' belief that the Shares, when purchased, represented an attractive investment opportunity.

Industry Context

This filing indicates a significant strategic investment in Crisp Momentum Inc. by a group led by a notable investor, Adrian Cheng. Such an investment, especially with a board appointment, often signals a belief in the company's future potential or an intent to drive strategic changes, which can be a catalyst in the market, particularly for smaller or undervalued companies.

Comparison to Industry Standards

• This is a Schedule 13D filing, which reports beneficial ownership. It does not contain financial results or operational performance data that would allow for a direct comparison to industry standards or specific comparable companies/projects. The low per-share purchase price ($0.006) is notable but without context of the company's current market price or financial performance, it is difficult to assess against industry benchmarks.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Potential for increased strategic direction and oversight with a new Chairman and significant investor. Future selling pressure from the leak-out provision could impact share price.
• Management/Employees: New Chairman may lead to changes in strategic priorities or operational focus.

Next Steps

• Reporting Persons will review their investment in Crisp Momentum Inc. on a continuing basis.
• Reporting Persons may increase or decrease their position in the Issuer.
• Reporting Persons may engage in additional communications with management and the Board.
• Reporting Persons may engage in discussions with stockholders and others about the Issuer.
• Reporting Persons may make proposals to the Issuer concerning changes to capitalization, ownership structure, board structure, or operations.
• Aurion Prime Holdings Limited will be subject to a 180-day lock-up period, after which it may sell up to 20% of its shares every three months.

Key Dates

Recommendation

The acquisition of a substantial stake by a prominent investor and his appointment as Chairman are positive indicators, suggesting potential for future strategic development. However, the very low purchase price of $0.006 per share, combined with the future 'leak-out' provision allowing for significant share sales after 180 days, introduces uncertainty and potential selling pressure. Investors should hold to observe the new management's strategic direction and the company's performance before making further investment decisions.

Keywords

Crisp Momentum Inc., Adrian Cheng, Aurion Prime Holdings, Schedule 13D, Stake Acquisition, Board Appointment, Corporate Governance, Investment, Shareholder Activism, Lock-Up Agreement