Crisp Momentum Inc. (CRSF) details delayed quarterly and annual reports

Rhea-AI Filing Summary

Crisp Momentum Inc. has reported that it cannot file its Quarterly Report on Form 10‑Q for the quarter ended October 31, 2025 by the deadline. The company cites delays in obtaining, compiling and reviewing certain financial statement information following a recent change in its auditor. It expects to file this report within five calendar days of the original due date, but does not provide a firm filing date.

The company also notes that it has not yet filed its Annual Report on Form 10‑K for the fiscal year ended July 31, 2025. It states that it is diligently working to complete the Form 10‑K and intends to file it as soon as reasonably practicable, again without committing to a specific timetable.

Positive

• None.

Negative

• Multiple SEC reports delayed, including the Form 10‑Q for the quarter ended October 31, 2025 and the Form 10‑K for the fiscal year ended July 31, 2025, indicating financial reporting challenges.

Insights

SEC reporting and governance analyst

Multiple delayed SEC reports and an auditor change raise reporting risk.

Crisp Momentum Inc. discloses that it will miss the deadline for its Quarterly Report on Form 10‑Q for the quarter ended October 31, 2025. The reason given is delay in gathering and reviewing financial information after a recent change in auditor, which can disrupt normal reporting processes and strain internal resources.

The company also confirms that its Annual Report on Form 10‑K for the fiscal year ended July 31, 2025 remains unfiled. Having both the 10‑K and the subsequent 10‑Q outstanding signals ongoing financial reporting challenges and heightens compliance and transparency concerns for investors until the missing reports are completed and filed.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

SEC File Number: 000-24520

CUSIP Number: 92934S502

(Check One):	☐   Form 10-K	☐   Form 20-F	☐   Form 11-K	☒   Form 10-Q	☐   Form 10-D
	☐   Form N-CEN	☐   Form N-CSR

For Period Ended: October 31, 2025

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

For the Transition Period Ended: _____________

Read Instruction (on back page) Before Preparing Form.  Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I

REGISTRANT INFORMATION

Crisp Momentum Inc.

Full Name of Registrant

OpenLocker Holdings, Inc.

Former Name if Applicable

250 Park Avenue, 7^th Floor

Address of Principal Executive Office (Street and Number)

New York, NY 10017

City, State and Zip Code

PART II
RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)
☒	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III

NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Crisp Momentum Inc. (the “Company”, “we” or “our”) is unable to file its Quarterly Report on Form 10-Q for the quarter ended October 31, 2025 (the “Report”) without unreasonable effort or expense due to delays in obtaining and compiling and reviewing certain financial statement information for inclusion in the Report as a result of a recent change in the Company’s auditor. We expect to be able to file the Report on or before the fifth calendar day following its original prescribed due date; however, no assurance can be given as to the definitive date on which the Report will be filed.

Because of the complications described above, we have been unable to file our Annual Report on Form 10-K for the fiscal year ended July 31, 2025 (the “Form 10-K”). The Company is diligently pursuing completion of its Form 10-K and intends to make such filing as soon as reasonably practicable, but there can be no assurance as to the definitive date on which the Form 10-K will be filed.

PART IV

OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification:

Renger van den Heuvel		+43		660 59 61 401
(Name)		(Area Code)		(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

☐ Yes      ☒ No

The Form 10-K has not yet been filed.

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

☐ Yes     ☒ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

Crisp Momentum Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

Date: December 16, 2025	By:	/s/ Renger van den Heuvel
		Renger van den Heuvel
		Chief Executive Officer

FAQ

What did Crisp Momentum Inc. (CRSF) disclose in this notification?

Crisp Momentum Inc. filed a notification that it will not be able to file its Quarterly Report on Form 10‑Q for the quarter ended October 31, 2025 by the required deadline and that its Annual Report on Form 10‑K for the year ended July 31, 2025 is also still outstanding.

Why is Crisp Momentum Inc. (CRSF) delaying its Form 10-Q filing?

The company states it cannot file its Form 10‑Q without unreasonable effort or expense because of delays in obtaining, compiling and reviewing certain financial information following a recent change in its auditor.

Which reporting periods are affected by Crisp Momentum Inc. (CRSF) late filings?

The affected periods are the quarter ended October 31, 2025 for the Quarterly Report on Form 10‑Q and the fiscal year ended July 31, 2025 for the Annual Report on Form 10‑K.

When does Crisp Momentum Inc. (CRSF) expect to file its delayed Form 10-Q?

The company states that it expects to be able to file the Form 10‑Q on or before the fifth calendar day following its original prescribed due date, but gives no definitive filing date.

Has Crisp Momentum Inc. (CRSF) filed all other required SEC reports over the past year?

No. The company specifically notes that its Form 10‑K for the fiscal year ended July 31, 2025 has not yet been filed.

Did Crisp Momentum Inc. (CRSF) provide a specific date for filing its overdue Form 10-K?

No specific date was given. The company states it is diligently pursuing completion of the Form 10‑K and intends to file it as soon as reasonably practicable, without a definitive timetable.