Crisp Momentum changes independent audit firm

Crisp Momentum Inc. reported a change in its independent auditor.

Rhea-AI Filing Summary

Crisp Momentum Inc. reported a change in its independent auditor. On August 9, 2025, Hudgens CPA, PLLC resigned as the company’s independent registered public accounting firm after deciding it would no longer perform public company audits.

Hudgens’ audit reports on Crisp Momentum’s financial statements for the fiscal years ended July 31, 2024 and 2023 did not contain adverse opinions or disclaimers and were not qualified or modified for uncertainty, scope, or accounting principles. The company states there were no disagreements with Hudgens and no reportable events during those periods.

On September 23, 2025, Crisp Momentum appointed M&K CPAs, PLLC as its new independent registered public accounting firm for the fiscal year ending July 31, 2025. The company indicates it did not previously consult M&K on accounting or auditing matters that would have influenced its financial reporting decisions.

Insights

Audit & Governance Analyst

Crisp Momentum changes auditors as prior firm exits public audits, with no reported disputes.

Crisp Momentum Inc. replaced Hudgens CPA, PLLC after Hudgens informed the company on August 9, 2025 that it would no longer conduct public company audits. The filing states that Hudgens’ reports for the fiscal years ended July 31, 2024 and July 31, 2023 contained no adverse opinions, disclaimers, or qualifications regarding uncertainty, scope, or accounting principles.

The company also reports no disagreements or reportable events with Hudgens over those periods, which helps frame this as a firm-level business decision rather than a dispute over the company’s accounting. On September 23, 2025, Crisp Momentum appointed M&K CPAs, PLLC as its new independent registered public accounting firm for the fiscal year ending July 31, 2025 and notes that it had not previously consulted M&K on accounting or auditing issues that influenced its financial reporting. Subsequent filings will show how smoothly the transition proceeds.

8-K Event Classification

2 items: 4.01, 9.01

2 items

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Crisp Momentum Inc. (CRSF) disclose in this 8-K filing?

Crisp Momentum Inc. disclosed that its former independent registered public accounting firm, Hudgens CPA, PLLC, resigned after deciding to stop conducting public company audits, and that the company appointed M&K CPAs, PLLC as its new auditor for the fiscal year ending July 31, 2025.

Why did Hudgens CPA, PLLC resign as Crisp Momentum’s (CRSF) auditor?

Hudgens CPA, PLLC informed Crisp Momentum that it would no longer be conducting public company audits, and for that reason resigned as the company’s independent registered public accounting firm on August 9, 2025.

Were there any disagreements between Crisp Momentum (CRSF) and Hudgens regarding accounting or auditing matters?

The company states that during its two most recent fiscal years ended July 31, 2024 and 2023, and through September 30, 2024, there were no disagreements with Hudgens on accounting principles, financial statement disclosure, or audit scope or procedures, and no reportable events as defined in Regulation S-K.

How were Hudgens’ audit opinions on Crisp Momentum’s (CRSF) financial statements characterized?

Hudgens’ reports on Crisp Momentum’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.

Who is Crisp Momentum Inc.’s new independent auditor and when were they appointed?

On September 23, 2025, Crisp Momentum Inc. appointed M&K CPAs, PLLC as its independent registered public accounting firm for the fiscal year ending July 31, 2025, and entered into an engagement letter with that firm.

Did Crisp Momentum (CRSF) previously consult M&K CPAs, PLLC on accounting or audit issues?

The company reports that during the fiscal years ended July 31, 2024 and 2023, and through the effective date of M&K’s engagement, neither it nor anyone acting on its behalf consulted M&K on the application of accounting principles, audit opinions, or any matters involving disagreements or reportable events.

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Accepted by SEC EDGAR 10/09/2025 - 05:54 PM Learn about SEC filing dates

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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