Crisp Momentum (NASDAQ: CRSF) misses 10-Q deadline after auditor change

Rhea-AI Filing Summary

Crisp Momentum Inc. notifies the SEC it cannot timely file its Quarterly Report on Form 10-Q for the period ended January 31, 2026 due to a recent change in the Company’s auditor. The company states it needs additional time to obtain, compile and review certain financial statement information and expects to file the Report on or before the fifth calendar day following its original prescribed due date, citing Rule 12b-25 relief. Contact for this notification is Renger van den Heuvel, and the notice is signed by him as Chief Executive Officer on March 17, 2026.

Insights

Accounting Operations Expert

Late 10-Q stems from auditor transition; company cites additional time to compile reviewed financials.

The notification explains a recent change in the Company’s auditor caused delays in obtaining, compiling and reviewing required financial statement information for the Form 10-Q for the quarter ended January 31, 2026. The company invokes Rule 12b-25 and states an expectation to file within the fifth calendar day following its original prescribed due date.

Key dependencies are completion of auditor deliverables and management review; timing is explicitly conditioned on those items. Subsequent filings will show whether the Report is filed within the stated relief period.

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: January 31, 2026

	☐	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. (“we” or “our”) is unable to file its Quarterly Report on Form 10-Q for the quarter ended January 31, 2026 (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.

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

(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: March 17, 2026	By:	/s/ Renger van den Heuvel
		Renger van den Heuvel
		Chief Executive Officer

FAQ

Why did Crisp Momentum (CRSF) file a Form 12b-25 for the quarter ended January 31, 2026?

They filed because a recent change in the Company’s auditor delayed obtaining and compiling needed financial statement information. The company says these delays prevent timely completion of its Form 10-Q and requests relief under Rule 12b-25.

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

The company expects to file the Form 10-Q on or before the fifth calendar day following its original prescribed due date. That timeline is stated in the Rule 12b-25 notification as the filing expectation.

Who signed the 12b-25 notification for Crisp Momentum (CRSF)?

The notification is signed by Renger van den Heuvel, Chief Executive Officer. The signature block shows the date of the notice as March 17, 2026 and provides a contact telephone number.

Does the 12b-25 state whether prior periodic reports are current for Crisp Momentum (CRSF)?

The form includes the standard question on prior filings and the available excerpt marks the response choice but does not list any delinquent prior reports. The notification focuses on the single delayed Form 10-Q tied to the auditor change.