Item 5.02Item 5.02 - Departure/Election of Directors
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.