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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 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): June 30, 2026
CRISP
MOMENTUM INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
000-24520 |
|
04-3021770 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
Number) |
250
Park Avenue, 7th
Floor, New
York, NY
10177
(Address
of principal executive offices) (Zip code)
(305)
351-9195
(Registrant’s
telephone number, including area code)
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.)
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
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 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
June 30, 2026, Renger van den Heuvel, Crisp Momentum Inc.’s (the “Company”) Chief Executive Officer, principal financial
officer, principal accounting officer, and a member of the Company’s Board of Directors (the “Board”), resigned from
his officer and director positions with the Company. His resignation was not the result of any disagreement with the Company, known to
an executive officer of the Company, on any matter relating to the Company’s operations, policies or practices.
Also on June 30, 2026, the Company appointed Ana Rita Coelho to serve as
Interim Chief Executive Officer, principal financial officer and principal accounting officer.
Immediately
following Mr. van den Heuvel’s resignation, the Board increased the size of the Board to five members and appointed the following
directors to fill the vacancies created by Mr. van den Heuvel’s resignation and the increase in the size of the Board:
Brian
McConville
Ana
Rita Coelho
Mariana
Mourawad
Adrian
Cheng and Clive Ng continue to serve as Chairman of the Board and Vice Chairman of the Board, respectively.
Historically,
the Company’s officers and directors have not received compensation for their service. As of the date of this Current Report on
Form 8-K, no compensation arrangements for the new (or existing) officers and directors have been made.
Certain
biographical information about Mr. McConville, Ms. Coelho and Ms. Mourawad is included below:
Mr. McConville, age 59, is a senior level executive
with 30 years’ experience in finance, technology, and media. Mr. McConville has served in executive roles as chief executive officer,
president, and vice chairman in areas including artificial intelligence, cloud-based technology, and media. He was also a managing principal
in a U.S. based holding company focused on management of positions in listed European companies. Mr. McConville was president, and board
member of Collectrium, LLC, which was successfully sold to Christies Auction House in 2015. He is also an avid art collector, with a
focus on Asian Contemporary work.
Ms. Coelho, age 36, brings extensive international
experience in corporate operations, governance, cross-border transactions and strategic execution. Throughout her career, she has coordinated
complex corporate projects across different jurisdictions and worked closely with executive leadership, legal counsel, financial institutions
and international investors. Since joining the Company, Ms. Coelho has played a central role in the Company’s corporate operations, governance,
SEC reporting processes, financing transactions and strategic initiatives.
Ms. Mourawad, age 39, brings significant experience
in legal strategy, contract negotiation, regulatory compliance, and business-focused corporate support. Throughout her career, she has
worked closely with senior leadership and cross-functional teams to align legal frameworks with corporate objectives, enhance operational
efficiency, and support strategic execution. Ms. Mourawad has also led key initiatives involving the implementation of electronic signature
platforms, document automation, and data protection compliance, strengthening legal risk management and improving operational performance
across functions. She combines a strong legal background with a practical, strategic perspective and a demonstrated interest in innovation,
technology, and business development. Ms. Mourawad holds a law degree and completed graduate studies in Business Administration.
Also
on June 30, 2026, the Board formed the Audit Committee. The members of the Audit Committee are as follows:
Brian
McConville (Chair)
Ana
Rita Coelho
Mariana
Mourawad
Mr.
McConville is “independent” under the listing standards of The Nasdaq Stock Market and rules and regulations of the Securities
and Exchange Commission (the “SEC”). Our Board of Directors has determined that one of the members of the Audit Committee,
Mr. McConville, meets the definition of an “audit committee financial expert” and meet the definition of “financially
literate” as established by the SEC. The Audit Committee provides assistance to the Board in fulfilling its oversight responsibilities
relating to the quality and integrity of the financial reports of the Company. The Audit Committee has the sole authority to engage,
review and remove the Company’s independent auditor, and to establish and oversee procedures for the receipt, retention and treatment
of complaints regarding accounting, internal accounting controls and audit matters.
The
Audit Committee has adopted a charter, which is attached hereto as Exhibit 99.1.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Audit Committee Charter |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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. |
| |
|
|
| Date:
July 7, 2026 |
By: |
/s/
Ana Rita Coelho |
| |
Name:
|
Ana
Rita Coelho |
| |
Title: |
Interim
Chief Executive Officer |
Exhibit 99.1
Crisp
Momentum Inc.
Audit
Committee Charter
Adopted
June 30, 2026
| (a) | The
purpose of the Audit Committee (the “Committee”) of the Board of Directors (the
“Board”) of Crisp Momentum Inc. (the “Company”) is to: (i) appoint,
oversee and replace, if necessary, the Company’s independent auditor; (ii) assist the
Board in overseeing (1) the integrity of the Company’s financial statements filed with
the Securities and Exchange Commission (the “SEC”), (2) the integrity of the
accounting and financial reporting processes of the Company, (3) the Company’s compliance
with legal and regulatory requirements, (4) the Company’s independent auditor’s
qualifications and independence and (5) the performance of the Company’s independent
auditor and internal audit function, which may be outsourced to the extent deemed appropriate
by senior management; (iii) prepare the report the SEC requires to be included in the Company’s
annual proxy statement; and (iv) undertake any specific duties and responsibilities the Board
may from time to time prescribe. |
| (b) | Company
management is responsible for preparing the Company’s financial statements and the
independent auditor is responsible for auditing those financial statements. It is not the
duty of the Committee to plan or conduct the audit or to determine that the Company’s
statements are complete and accurate or are in accordance with generally accepted accounting
principles (“GAAP”). Nothing in this Audit Committee Charter (the “Charter”)
changes, or is intended to change, the responsibilities of management or the independent
auditor. Moreover, nothing in this Charter is intended to increase the liability of the members
of the Committee beyond that which existed before this Charter was approved by the Board.
The Committee has the direct and sole responsibility for the appointment, compensation, oversight
and replacement, if necessary, of the independent auditor, including the resolution of disagreements
between management and the auditor regarding financial reporting. |
| (c) | The
Committee will encourage continuous improvement of, and foster adherence to, the Company’s
policies and procedures. The Committee will also foster open communication among the independent
auditor, financial and senior management, the internal audit function, and the Board. |
| (d) | The
Committee has the authority to obtain advice and assistance from outside legal counsel, accounting
or other outside advisors as deemed appropriate by the Committee in its sole discretion to
perform its duties and responsibilities. The Committee shall be entitled to rely on (i) the
integrity of those persons and organizations within and outside the Company that it receives
information from and (ii) the accuracy of the financial and other information provided to
the Committee by such persons and organizations absent actual knowledge to the contrary (which
shall be promptly reported to the Board of Directors). |
| (e) | The
Company will provide appropriate funding, as determined by the Committee, for compensation
to the independent auditor, to any advisors that the Committee chooses to engage, and for
payment of ordinary administrative expenses of the Committee that are necessary or appropriate
in carrying out its duties. The Committee shall set the compensation, and oversee the work,
of any outside counsel and other advisors. |
| (f) | The
Committee will primarily fulfill its responsibilities by carrying out the activities enumerated
in this Charter. The Committee will report regularly to the Board regarding the execution
of its duties and responsibilities. |
| 2. | Composition
and Meetings. |
| (a) | The
Committee will be comprised of three or more directors as determined by the Board. In the
event that the Company becomes listed on The Nasdaq Stock Market, LLC or the New York Stock
Exchange, each committee member will satisfy the listing requirements of The Nasdaq Stock
Market, LLC or the New York Stock Exchange, as applicable (regardless of whether shares of
the Company’s common stock are listed on that exchange) and each member of the Committee
must meet the requirements of the definition of “Independent Director” under
the applicable rules of The Nasdaq Stock Market, LLC or the New York Stock Exchange. |
| (b) | The
Board shall designate a member of the Committee as the Chairperson. |
| (c) | The
Committee may form and delegate authority to subcommittees, each consisting of one or more
of its members, with such powers as the Committee shall from time to time confer. In particular,
the Committee may delegate the approval of certain transactions to a subcommittee consisting
solely of the members of the Committee who are (a) “non-employee directors” within
the meaning of Rule 16b-3 under the Exchange Act, or (b) “outside directors”
within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended
(the “Code”). The Board may remove members of the Committee from such Committee,
with or without cause. |
| (d) | Each
member of the Committee must be able to read and understand fundamental financial statements,
including a company’s balance sheet, income statement, and cash flow statement, which
shall be the requirements deemed necessary to be “financially literate”. |
| (e) | At
least one member of the Committee must have accounting or related financial management expertise,
as the Board interprets such qualification in its business judgment. |
| (f) | At
least one member must be an “audit committee financial expert” as defined by
the SEC. |
| (g) | Committee
members will be encouraged to enhance their familiarity with finance and accounting. |
| (h) | The
members of the Committee will be elected by the Board at the annual meeting of the Board,
on the recommendation of the Nominating and Corporate Governance Committee, to serve until
their successors are elected. No member of the Committee may sit on more than three separate
audit committees of publicly traded companies, including of the Company, unless the Board
determines that such simultaneous service would not impair the member’s ability to
serve effectively on the Committee. The Committee and each subcommittee shall keep minutes
of its meetings and report them to the Committee. |
| (i) | As
part of its responsibility to foster open communication, the Committee (or its chairperson)
will meet periodically with management, the director of the internal audit function (or its
equivalent), and the independent auditor in separate executive sessions to discuss the results
of examinations or any matters that the Committee or any of these persons or firms believe
should be discussed privately. In addition, the Committee will meet with the independent
auditor and management to discuss the annual audited financial statements. |
| 3. | Duties
and Responsibilities. The Committee will have the following responsibilities and duties: |
| (a) | Documents/Reports/Accounting
Information Review. |
| (i) | Review
and discuss with management and the independent auditor the Company’s annual financial
statements, quarterly financial statements, the form of audit opinion to be issued by the
auditors on the financial statements and the disclosure under “Management’s Discussion
and Analysis of Financial Conditions and Results of Operations” (the “MD&A”)
of the Company prior to the filing of the Company’s Annual Reports on Form 10-K and
Quarterly Reports on Form 10-Q. Discuss results of the annual audit and quarterly review
and any other matters required to be communicated to the Committee by the independent auditor
under Public Company Accounting Oversight Board (PCAOB) standards. Review other relevant
reports or financial information submitted by the Company to any governmental body or the
public, including management certifications, and relevant reports rendered by the independent
auditor (or summaries thereof). |
| (ii) | To
recommend to the Board that the audited financial statements and the MD&A section be
included in the Company’s Form 10-K and produce the audit committee report required
to be included in the Company’s proxy statement. |
| (iii) | Discuss
with management and the independent auditor their judgment about the quality of accounting
principles, the reasonableness of significant judgments, including a description of any transactions
as to which the management obtained a Statement of Auditing Standards AU Section 625 Report
on the Application of Accounting Principles, and the clarity of the disclosures in the financial
statements, including the Company’s disclosures of critical accounting policies and
other disclosures under the MD&A. |
| (iv) | Approve
the financial statements for inclusion in the Company’s annual and quarterly reports
filed with the SEC and recommend same to the Board. |
| (v) | Prepare
an audit committee report for inclusion in the Company’s annual proxy statement as
required by the rules of the SEC. |
| (vi) | Review
or establish standards for, and discuss with management, earnings press releases, the financial
information and earnings guidance provided to creditors, analysts or ratings agencies. Such
discussions may be in general terms (e.g., discussion of the types of information to be disclosed
and the type of presentations to be made). |
| (vii) | Review
the regular internal reports to management (or summaries thereof) prepared by the internal
auditing department, as well as management’s response. |
| (viii) | Review
correspondence prepared by management to inquiries and comments received from the SEC. |
| (ix) | Review
and discuss with management and the independent auditor the effect of regulatory and accounting
initiatives, as well as off-balance sheet structures, on the Company’s financial statements. |
| (x) | Discuss
with the independent auditor the matters required to be discussed by the applicable auditing
standards adopted by the Public Company Accounting Oversight Board and approved by the SEC
from time to time, including any difficulties encountered in the course of the audit work,
any restrictions on the scope of activities or access to requested information, and any significant
disagreements with management. |
| (i) | Annually
engage, at the Company’s expense, and determine the fees of the independent auditor
and oversee the services performed by the independent auditor for the purpose of preparing
or issuing an audit letter or related work. |
| (ii) | Annually
review the performance of the independent auditor, taking into account the opinions of management
and the Company’s internal auditors, and remove the independent auditor if circumstances
warrant. The independent auditor will report directly to the Committee and the Committee
will oversee the resolution of disagreements between management and the independent auditor
if they arise. Consider whether the auditor’s performance of permissible non-audit
services is compatible with the auditor’s independence. Discuss with the independent
auditor the matters required to be discussed under PCAOB AU Section 380, as superseded by
Auditing Standard 16, “Communication with Audit Committees”, including, without
limitation, the auditors’ valuation of the quality of the Company’s financial
reporting, information relating to significant unusual transactions and the business rationale
for such transactions and the auditors’ evaluation of the Company’s ability to
continue as a going concern. |
| (iii) | Review
with internal auditors and the independent auditor the overall scope and plans for audits,
including authority and organizational reporting lines, and adequacy of staffing and compensation.
Review with internal auditors and independent auditors any difficulties with management’s
responses. |
| (iv) | Review
with the independent auditor and management any problems or difficulties in conducting the
audit and hold timely discussions with the independent auditor regarding the following: |
| 1. | All
critical accounting policies and practices used in preparation of the Company’s financial
statements; |
| 2. | All
critical audit matters affecting the Company or its financial statements, and any related
disclosures; |
| 3. | Any
alternative treatments of GAAP that have been discussed with management, the ramifications
of the use of such alternative (including disclosures) and the treatment preferred by the
independent auditor; and |
| 4. | Other
material written communications between the independent auditor and management, including,
but not limited to, the management letter and schedule of unadjusted differences. |
| (v) | At
least annually, obtain and review formal written documentation from the independent auditor
describing: |
| 1. | Any
material issues raised by the independent audit firm’s most recent internal quality-control
review or peer review, or by any inquiry or investigation conducted by governmental or professional
authorities during the preceding five years with respect to independent audits carried out
by the firm, and any steps taken to deal with any such issues; and |
| 2. | The
auditor’s independence and all relationships between the independent auditor and the
Company, addressing the matters set forth in PCAOB Rule 3526 “Communication with Audit
Committees Concerning Independence.” The formal reports from the independent auditor
to the Committee should be used to evaluate the independent auditor’s qualifications,
performance, and independence. |
| (vi) | Actively
engage in dialogue with the independent auditor with respect to any disclosed relationships
or services that may affect the independence and objectivity of the auditor and take appropriate
actions to oversee the independence of the outside auditor. Further, the Committee will review
the experience and qualifications of the lead partner and other senior members of the independent
audit team each year, including compliance with applicable rotation requirements. The Committee
will also consider whether there should be rotation of the firm itself. |
| (vii) | Review
and pre-approve (which may be pursuant to pre-approval policies and procedures) both audit
and non-audit services to be provided by the independent auditor, including the fees and
terms of the services. The authority to grant pre-approvals may be delegated to one or more
designated members of the Committee whose decisions will be presented to the full Committee
at its next regularly scheduled meeting. The Committee may establish pre-approval policies
and procedures in compliance with applicable SEC rules. |
| (viii) | Set
clear hiring policies, compliant with governing laws and regulations, including SEC regulations
and applicable stock exchange listing standards, for employees or former employees of the
independent auditor. |
| (c) | Financial
Reporting Processes, Accounting Policies, and Internal Control Structure |
| (i) | Discuss
and review the effect of regulatory and accounting initiatives, as well as alternative GAAP
methods, off-balance-sheet structures, on the financial statements of the Company. |
| (ii) | Periodically
review with the Chief Financial Officer any significant difficulties, deficiencies and material
weaknesses in the design or operation of internal controls, any fraud that involves management
or other employees who play a significant role in the Company’s internal controls,
disagreements with management, or scope restrictions encountered in the course of the function’s
work. |
| (iii) | Review
periodically, with the Company’s management and independent auditors, the Company’s
financial reporting processes and disclosure controls and procedures, including the Company’s
policies and procedures designed to assure that information required to be disclosed in its
periodic public reports is accurately reported within the time periods specified by the SEC. |
| (iv) | Review
the reports prepared by management, and (if required by SEC rules) attested to by the Company’s
independent auditors, assessing the adequacy and effectiveness of the Company’s internal
controls over financial reporting, prior to the inclusion of such reports in the Company’s
periodic filings as required under the rules of the SEC. If applicable, the Committee’s
review will focus on any significant deficiencies in, any significant changes to, or material
weaknesses in such controls reported by the independent auditors, or comments and management’s
responses contained in any accompanying management letter. |
| (v) | Review
and approve all related-party transactions (defined as those transactions required to be
disclosed under Item 404 of Regulation S-K) and any other potential conflict of interest
situations on an ongoing basis, in accordance with Company policies and procedures, and to
develop policies and procedures for the Committee’s approval of related party transactions. |
| (vi) | To
establish and oversee procedures for the confidential, anonymous submission by Company employees
of information regarding questionable accounting or auditing matters and for the receipt,
retention and treatment of complaints received by the Company regarding accounting, internal
accounting controls or auditing matters and the confidential, anonymous submission by Company
employees of concerns regarding questionable accounting or auditing matters. |
| (i) | Review
and approve the appointment, replacement, reassignment, or dismissal of the head of the internal
audit function, who shall functionally report to the Committee and administratively to management. |
| (ii) | Review
and approve the internal audit charter, annual audit plan, budget, and staffing. |
| (iii) | Review
the activities, organizational structure, and qualifications of the internal audit function. |
| (iv) | Review
significant reports to management prepared by the internal audit function and management’s
responses. |
| (v) | Review
the effectiveness of the internal audit function, including conformance with The Institute
of Internal Auditors’ Definition of Internal Auditing. |
| (vi) | Review
and discuss with management the Company’s policies and practices with respect to risk
assessment and risk management, including discussing the Company’s major financial
risk exposures and the steps that have been taken to monitor and control such exposures.
The Committee shall also oversee and review the Company’s policies and practices related
to cybersecurity risks and incidents, and review the Company’s insurance programs. |
| (vii) | Review,
with the Company’s counsel, any legal matter that could have a significant impact on
the Company’s financial statements. |
| (viii) | Establish
and oversee procedures for the receipt, retention, and treatment of complaints received by
the Company regarding accounting, internal accounting controls, or auditing matters, and
for the confidential, anonymous submission by Company employees of concerns regarding questionable
accounting or auditing matters. |
| (ix) | Review
and oversee any significant investigations or inquiries related to potential violations of
law, regulations, or Company policies. |
| (e) | Other
Responsibilities |
| (i) | Conduct
an annual performance assessment relative to the Committee’s purpose, duties, and responsibilities
outlined herein. This assessment should include an evaluation of: |
| 1. | The
Committee’s structure, processes, and membership requirements |
| 2. | Review
and assess the adequacy of this Charter periodically, at least annually, and recommend to
the Board any necessary amendments. |
| (ii) | Report
to the Board on an annual basis. |
| (iii) | Participate
in periodic training or education sessions to enhance the Committee members’ understanding
of relevant accounting, auditing, and financial reporting issues. |
| (iv) | Perform
any other activities consistent with this charter, the Company’s bylaws, and governing
law, including rules and regulations promulgated by the SEC, any securities exchange on which
the Company is listed or any other applicable governmental agency, as the Board deems necessary
or appropriate. |
| 4. | Authority
and Resources. The Committee shall have the authority
to: |
| (a) | Conduct
or authorize investigations into any matters within its scope of responsibility. |
| (b) | Engage
independent counsel and other advisers as it determines necessary to carry out its duties. |
| (c) | Approve
the fees and other retention terms of any advisers retained by the Committee. |
| (d) | Request
any officer or employee of the Company or the Company’s outside counsel or independent
auditor to attend a meeting of the Committee or to meet with any members of, or consultants
to, the Committee. |
| (e) | The
Company shall provide for appropriate funding, as determined by the Committee, for payment
of: |
| (i) | Compensation
to any registered public accounting firm engaged for the purpose of preparing or issuing
an audit report or performing other audit, review or attest services for the Company; and |
| (ii) | Compensation
to any advisers employed by the Committee. |
| 5. | Procedures
and Administration |
| (a) | Meetings.
The Committee shall meet at least quarterly, with additional meetings as necessary. The Committee
shall meet periodically in separate executive sessions the internal auditors, and/or the
independent auditor, and have such other direct and independent interaction with such persons
from time to time as the members of the Committee deem appropriate. The Committee may request
any officer or employee of the Company or the Company’s outside counsel or independent
auditor to attend a meeting of the Committee or to meet with any members of, or consultants
to, the Committee. Notice for each regular meeting shall be provided to each member of the
Committee at least twenty (20) calendar days before the scheduled meeting. The Committee
shall report regularly to the Board on its activities. Except as set forth herein, the Committee
shall fix its own rules of procedure. |
| (b) | Special
Meetings. Special meetings of the Committee shall be called by the Chair of the Committee
if so requested in writing by at least two (2) or more of the members of the Committee. These
special meetings shall be held at such times and places as may be specified in such call,
and shall be preceded by five (5) calendar days written notice to each member of the Committee. |
| (c) | Subcommittees.
The Committee shall have the authority to delegate to subcommittees of the Committee any
responsibilities of the full Committee. |
| 6. | Amendments.
The Committee shall annually review and reassess the adequacy
of this Charter and recommend any proposed changes to the Board for approval. |
***
