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  4. [8-K] Momentus Inc. Reports Material Event

Momentus Inc. (MNTS) replaces Frank, Rimerman with Baker Tilly as independent auditor

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Momentus Inc. replaced its independent auditor, dismissing Frank, Rimerman + Co. LLP effective August 11, 2026, and appointing Baker Tilly US, LLP after executing an engagement agreement on August 12, 2026. The audit committee approved both actions.

Frank, Rimerman’s opinions on the 2025 and 2024 financial statements contained no adverse or disclaimed opinions and were not qualified on accounting principles or audit scope, although the 2024 report included an explanatory paragraph about substantial doubt regarding the company’s ability to continue as a going concern. The company reports no disagreements with Frank, Rimerman and no reportable events other than a previously disclosed material weakness in internal control over financial reporting, related to misclassification errors, which the company states was remediated as of December 31, 2025 through control enhancements and monitoring.

Positive

  • None.

Negative

  • Prior auditor included an explanatory paragraph raising substantial doubt about the company’s ability to continue as a going concern for the year ended December 31, 2024.
  • The company previously disclosed a material weakness in internal control over financial reporting related to misclassification errors, although it reports this weakness was remediated as of December 31, 2025.
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, and exhibit attachments filed with this report.
Auditor dismissal effective date August 11, 2026 Effective date of dismissal of Frank, Rimerman + Co. LLP as independent auditor
New auditor engagement date August 12, 2026 Date the engagement agreement with Baker Tilly US, LLP was executed
Fiscal year with going-concern paragraph Year ended December 31, 2024 Prior auditor’s report included substantial doubt about ability to continue as a going concern
Material weakness remediated as of December 31, 2025 Company states internal control material weakness related to misclassification errors was remediated
independent registered public accounting firm regulatory
"appointed Baker Tilly US, LLP as the Company’s new independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
material weakness in internal control over financial reporting financial
"the Company identified a material weakness in its internal control over financial reporting related to misclassification errors"
going concern financial
"included an explanatory paragraph regarding substantial doubt about the Company’s ability to continue as a going concern"
Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.
reportable event regulatory
"there were no reportable events of the type described in Item 304(a)(1)(v) of Regulation S-K"
Audit Committee regulatory
"the Audit Committee of the Board of Directors approved the dismissal"
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

FAQ

What auditor change did Momentus Inc. (MNTS) disclose?
Momentus Inc. dismissed Frank, Rimerman + Co. LLP as its independent registered public accounting firm effective August 11, 2026, and engaged Baker Tilly US, LLP as its new independent auditor after executing an engagement agreement on August 12, 2026.

Did Momentus Inc. (MNTS) report any disagreements with its former auditor?
The company states there were no disagreements with Frank, Rimerman on accounting principles, financial statement disclosure, or auditing scope or procedures during 2024, 2025, or the interim period through August 11, 2026.

Did the prior Momentus (MNTS) audit opinions include a going-concern paragraph?
Yes. Frank, Rimerman’s report on the year ended December 31, 2024 included an explanatory paragraph about substantial doubt regarding Momentus Inc.’s ability to continue as a going concern, while the 2025 report did not include such a paragraph.

What internal control issue did Momentus Inc. (MNTS) previously identify?
Momentus previously identified a material weakness in internal control over financial reporting related to misclassification errors, disclosed in its 2024 Form 10-K. The company reports that this weakness was remediated as of December 31, 2025 through control enhancements and monitoring.

Did Momentus Inc. (MNTS) consult Baker Tilly before appointing it as auditor?
The company states that during its two most recent fiscal years and through August 11, 2026, it did not consult Baker Tilly on specific accounting applications, potential audit opinions, or matters involving disagreements or reportable events.

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Understanding 8-K Material Events →
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
 Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
 
August 11, 2026
Date of Report (date of earliest event reported)
 
Momentus Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
001-39128
84-1905538
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
       
1762 Automation Parkway
San Jose, California
    
95131
(Address of Principal Executive Offices)
    
(Zip Code)
 
(650) 564-7820
Registrant’s telephone number, including area code
 
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(g) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A common stock
MNTS
The Nasdaq Stock Market LLC
 
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.
 
(a)          Dismissal of Independent Registered Public Accounting Firm
 
On August 10 2026, the Audit Committee of the Board of Directors (the “Audit Committee”) of Momentus Inc. (the “Company”) approved the dismissal of Frank, Rimerman + Co. LLP (“Frank, Rimerman”) as the Company’s independent registered public accounting firm, effective August 11, 2026.
 
Frank, Rimerman's report on the Company's consolidated financial statements as of and for the year ended December 31, 2025 did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles. Frank, Rimerman's report on the Company's consolidated financial statements as of and for the year ended December 31, 2024 did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to audit scope or accounting principles, but included an explanatory paragraph regarding substantial doubt about the Company's ability to continue as a going concern.
 
During the Company’s fiscal years ended December 31, 2025 and 2024 and the subsequent interim period through August 11, 2026, there were no disagreements with Frank, Rimerman on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of Frank, Rimerman, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report.
 
During the Company’s fiscal years ended December 31, 2025 and 2024 and the subsequent interim period through August 11, 2026, there were no reportable events of the type described in Item 304(a)(1)(v) of Regulation S-K, except that, as reported in Part II, Item 9A, Controls and Procedures, in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, the Company identified a material weakness in its internal control over financial reporting related to misclassification errors in its accounting for certain matters. As subsequently disclosed in Item 9A, Controls and Procedures, of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Form 10-K”), the Company remediated this material weakness as of December 31, 2025, through the implementation of internal control enhancements and ongoing monitoring and testing. Please refer to the disclosure contained in Item 9A, Controls and Procedures, of the 2025 Form 10-K for additional information regarding such remediation. The Audit Committee discussed the reportable event described above with Frank, Rimerman, and the Company has authorized Frank, Rimerman to respond fully to the inquiries of Baker Tilly concerning this reportable event.
 
The Company provided Frank, Rimerman with a copy of the foregoing disclosure and requested Frank, Rimerman to furnish the Company with a letter addressed to the U.S. Securities and Exchange Commission (the “SEC”) stating whether it agrees with the statements made therein. A copy of such letter furnished by Frank, Rimerman is filed as Exhibit 16.1 to this Form 8-K.
 
(b)          Engagement of New Independent Registered Public Accounting Firm
 
On August 10, 2026, the Company’s Audit Committee appointed Baker Tilly US, LLP (“Baker Tilly”) as the Company’s new independent registered public accounting firm, effective upon execution of the engagement agreement with Baker Tilly. On August 12, 2026, the engagement agreement was executed by the Company and Baker Tilly, and Baker Tilly was engaged as the independent registered public accounting firm.
 
During the Company’s two most recent fiscal years and the subsequent interim period through August 11, 2026, neither the Company nor anyone on its behalf consulted with Baker Tilly regarding (i) the application of accounting principles to a specified transaction, either completed or proposed; the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided that Baker Tilly concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and its related instructions) 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
  
Exhibit Description
16.1
  
Letter from Frank, Rimerman + Co. LLP
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.

         
   
By:
  
/s/ Lon Ensler
   
Name:
  
Lon Ensler
Dated:
August 14, 2026
Title:
  
Chief Financial Officer
         


Source: View Original Filing on SEC EDGAR

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