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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): October 3, 2025
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) |
|
(IRS
Employer
Identification No.) |
1700
Palm Beach Lakes Blvd., Suite 820
West Palm Beach, FL |
|
33401 |
| (Address
of Principal Executive Offices) |
|
(Zip
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
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 (§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. ☐
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of
Certain Officers.
On
October 3, 2025, the Board of Directors (the “Board”) of Crisp Momentum Inc. (the “Company”) appointed
Chi Kong (Adrian) Cheng as a member of the Board and as the Chairman of the Board.
Dr.
Cheng has several decades of international leadership experience and expertise in digital ecosystems and will guide the Company’s
global growth and brand strategy.
There
are no arrangements or understandings between Dr. Cheng and any other persons pursuant to which he was selected as a director. There
are no family relationships between Dr. Cheng and any director or executive officer of the Company, and he has no indirect material interest
in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. An entity wholly owned by Dr. Cheng previously
acquired approximately 24% of the Company’s outstanding common stock from an unaffiliated stockholder in a private transaction.
Item
7.01 Regulation FD Disclosure.
On
October 9, 2025, the Company issued a press release announcing the appointment of Dr. Cheng. A copy of the press release is furnished
as Exhibit 99.1 attached to this Form 8-K and incorporated into this item 7.01 by reference
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number |
|
Description
|
| 99.1 |
|
Press Release, dated October 9, 2025. |
| 104
|
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
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:
October 9, 2025 |
By: |
/s/
Renger van den Heuvel |
| |
Name:
|
Renger
van den Heuvel |
| |
Title: |
Chief
Executive Officer |
