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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): August 9, 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
4.01. Changes in Registrant’s Certifying Accountant.
On
August 9, 2025, Hudgens CPA, PLLC (“Hudgens”) informed Crisp Momentum Inc. (f/k/a OpenLocker Holdings, Inc.) (the “Company”)
that it would no longer be conducting public company audits and therefore resigned as the Company’s independent registered public
accounting firm.
Hudgens’
reports on the Company’s financial statements for the fiscal years ended July 31, 2024 and 2023 did not contain an adverse opinion
or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles.
During
the Company’s two most recent fiscal years ended July 31, 2024 and 2023 and the subsequent interim period through September 30,
2024, there were:
(i)
No “disagreements” (within the meaning of Item 304(a) of Regulation S-K) with Hudgens on any matter of accounting principles
or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction
of Hudgens, would have caused it to make reference to the subject matter of the disagreements in its reports on the consolidated financial
statements of the Company; and
(ii)
No “reportable events” (as such term is defined in Item 304(a)(1)(v) of Regulation S-K).
The
Company has provided Hudgens with a copy of this Form 8-K prior to its filing with the SEC and requested Hudgens to furnish to the Company
a letter addressed to the SEC stating that it agrees with the statements made above. A copy of Hudgens’ letter dated October 3,
2025 is attached as Exhibit 16.1 to this Form 8-K.
On
September 23, 2025, the Company appointed M&K CPAs, PLLC (“M&K”) as the Company’s independent registered public
accounting firm for the fiscal year ending July 31, 2025 and entered into an engagement letter with M&K.
During
the fiscal years ended July 31, 2024 and 2023, and through the effective date of M&K’s engagement, neither the Company nor
anyone acting on its behalf consulted M&K regarding (1) the application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements,
and M&K did not provide either a written report or oral advice to the Company that was an important factor considered by the Company
in reaching a decision as to any accounting, auditing, or financial reporting issue, or (2) any matter that was either the subject of
a disagreement (as that term is used in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K)
on accounting principles or practices, financial statement disclosure or auditing scope or procedures or a “reportable event”
(as described in Item 304(a)(1)(v) of Regulation S-K).
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number |
|
Description
|
| 16.1 |
|
Letter from Hudgens CPA, PLLC to the Securities and Exchange Commission dated October 3, 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 |
