Crisp

The Notes

USD 30,000,000 3% Notes due 2031.

Privately placed, USD-denominated senior notes issued by Crisp Finance S.à r.l. ISIN DE000A4EVP28 · WKN A4EVP2.

Coupon
3.00% p.a.
Issue price
100% (par)
Issue date
08 Jun 2026
Maturity
08 Jun 2031

Terms & conditions

Summary of principal terms.

The following summarises the key terms of the Notes. The complete Terms and Conditions govern in all respects and prevail over this summary.

Issuer
Crisp Finance S.à r.l., 10 rue des Jardins, L-6310 Beaufort, Luxembourg. R.C.S. Luxembourg B307618 · LEI 9845004CF68DDDD97B44.
Instrument
USD-denominated privately placed senior notes (the "Notes").
Aggregate nominal amount
Up to USD 30,000,000, represented by 30,000 Notes of USD 1,000 each.
Nominal / minimum
USD 1,000 nominal value per Note. Minimum subscription USD 100,000 (the Issuer may lower this at its discretion).
Issue / redemption price
100.00% (par) — USD 1,000.00 per Note.
Coupon
3% per annum, fixed. Interest accrues from 8 June 2026 to 7 June 2031 (30/360 day count, no grace period).
Interest payment dates
Semi-annually in arrears on 8 June and 8 December. First payment: 8 December 2026.
Issue (closing) date
8 June 2026 (or the last day of any extended subscription period).
Maturity / repayment
8 June 2031. Repayment in cash or, at the relevant election, in kind by transfer of the assets specified in the Terms and Conditions.
Currency
US Dollars (USD).
Ranking
Direct, unconditional, senior unsecured obligations of the Issuer, ranking pari passu among themselves and with the Issuer's other present and future obligations, save for those preferred by mandatory law.
Security / pledge
100% of the ownership interest in the Issuer is pledged in favour of the Secured Noteholder, with no other encumbrances permitted. To be effected on or before 30 June 2026.
Secured Noteholder
SAPAC PTE Limited, 111 North Bridge Road, #20-05, Peninsula Plaza, Singapore 179098 (Co. reg. 202345672M).
Use of proceeds
Acquisition of CRSF shares and related permitted investments financing the recapitalisation of Crisp Momentum Inc., together with costs of the issuance and investments.
Subscription period
Qualified investors, by invitation, from 27 May to 7 June 2026. The Issuer may shorten or extend this period at its discretion.
Form of the Notes
Global Note held in custody by/on behalf of Clearstream Europe AG, Frankfurt am Main. No printed/definitive notes will be issued.
Paying agent
mwb fairtrade Wertpapierhandelsbank AG, Frankfurt am Main.
ISIN / WKN
DE000A4EVP28 / A4EVP2.
Debt increase covenant
Additional debt at holding or subsidiary level requires consent of holders of more than 50% of the Notes (by aggregate par value).
Listing
The Notes will not be listed on any exchange. Secondary OTC trading and/or a buyback programme may be facilitated by the Issuer at its discretion.
Taxation
No withholding tax applies to interest payments under the Notes.
Limitation period
Claims for payment are time-barred unless made within 5 years of the relevant due date.
Governing law
German law, subject to mandatory provisions of Luxembourg law applicable to the Issuer.
Jurisdiction
Exclusive jurisdiction of the ordinary courts of Frankfurt am Main.
Offering basis
Private placement only. No prospectus or offering circular will be prepared; investors receive the Terms and Conditions prior to or upon settlement.

Risk factors

Key risks to consider.

An investment in the Notes involves risk. The following is a non-exhaustive summary; prospective investors should review the full Terms and Conditions and consult their own advisers.

  • Credit risk. Repayment of principal and interest depends entirely on the Issuer. If the Issuer defaults, holders may not recover their principal and have no recourse to any other party.
  • Concentration risk. The Issuer is a single-purpose vehicle whose performance is tied to the recapitalisation of Crisp Momentum Inc. (CRSF) and related assets.
  • Interest rate risk. Changes in prevailing market interest rates may affect the value of the Notes.
  • Reinvestment / early redemption risk. The Notes may be subject to early redemption; investors may be unable to reinvest proceeds at a comparable return.
  • Liquidity risk. The Notes are not listed and there may be no, or only a limited, secondary market.
  • Legal & regulatory risk. Changes in applicable law or regulation, or amounts withheld to comply with applicable law, may affect the value of, or payments under, the Notes.

Important notice

Disclaimer.

This document and website do not represent a memorandum or prospectus under German securities law, and no public offer for subscription is made in connection herewith in any jurisdiction.

This material is supplied solely for information and may not be reproduced, redistributed or passed on, directly or indirectly, to any other person, or published in whole or in part, for any purpose. Neither this material nor any copy may be taken or transmitted into the United States (or to US persons), Canada, Australia or Japan. The distribution of this material in certain jurisdictions may be restricted by law, and persons into whose possession it comes should inform themselves about, and observe, any such restrictions.

Nothing herein constitutes or forms part of any offer or solicitation to buy or subscribe for any securities or investment, nor shall it form the basis of, or be relied on in connection with, any contract or commitment. Any decision to subscribe for the Notes must be made solely on the basis of the Terms and Conditions and such other information as the investor has obtained on its own responsibility. Each recipient should consult its own professional adviser as to the suitability of the Notes. The Issuer makes no representation as to the suitability of the Notes for any investor, the appropriate accounting or tax treatment, or the future performance of the Notes.