Green Coffee Company Replaces Auditor RSM Puerto Rico Five Weeks After Its $60.7 Million Reg A Offering Qualified

Green Coffee Company Holdings, LLC, the Oak Brook, Illinois company that farms coffee in Colombia and sells Juan Valdez-branded roasted coffee in the United States, has replaced the auditor whose clean opinion anchors its live retail stock offering. A Form 1-U filed with the Securities and Exchange Commission on September 2, 2026 (accession 0001104659-26-104775) shows the board appointed M&K CPAS, PLLC on August 13 and notified RSM Puerto Rico of its dismissal on August 31, five weeks after the SEC qualified an offering of up to about $60.7 million of Class B Common Interests on financial statements RSM had audited.

What the filing shows

The filing, made under Item 4 of Form 1-U, states that RSM issued unqualified opinions on the company's financial statements for the years ended December 31, 2025 and 2024, and that during those two years and the interim period through August 31 there were no disagreements on accounting principles, disclosure or audit scope and no reportable events. The company says it did not consult M&K on any accounting or audit-opinion question before engaging it. RSM's response letter, dated September 1 and filed as Exhibit 99.1, states that it has read the company's Item 4(a) statements and agrees with them.

• —August 13, 2026: the board approves M&K CPAS, PLLC as independent accounting firm for the year ending December 31, 2026 and ratifies the change from RSM.
• —August 31, 2026: RSM Puerto Rico receives notice of dismissal.
• —September 1, 2026: RSM's concurrence letter. September 2: Form 1-U filed.

Background

No reason for the change is given, and the filing does not say whether M&K's engagement covers any re-audit of prior years or only fiscal 2026.

Green Coffee Company describes itself in its offering circular as the largest coffee producer in Colombia, with 45 farms and about 10 million trees, two processing hubs, and the exclusive third-party rights to sell Juan Valdez-branded roasted coffee in the US and Canada under a May 2024 agreement with Procafecol. Its co-founders and co-CEOs, Cole Shephard and Adam Jason, control the managing member through Legacy Group Panama Consulting, S.A., so Class B holders will not vote.

The Regulation A Tier 2 offering was qualified July 6, 2026 and its circular is dated the same day: up to 55,207,949 Class B Common Interests at $1.10 each, about $60.7 million, plus up to 11,041,589 bonus interests for larger subscriptions, with a $1,001 minimum, a 3.5% investor-paid transaction fee, and DealMaker Securities LLC as broker of record expecting about $2.67 million in compensation. The $1.10 price corresponds to a stated pre-money valuation of $365.8 million; the circular notes that insiders bought Class A interests at a valuation of about $145 million and hold options granted at about $160 million, and attributes the difference largely to minimum-investment size and sweat equity. The circular also states that Class A investors have contributed about $118.4 million and are owed about $20.8 million of accrued preferred return, together more than the company's estimated $89.5 million of net tangible book value at December 31, 2025, so that in a liquidation little or nothing would be left for Class B holders.

The financial statements RSM audited, summarized in the company's Regulation Crowdfunding annual report filed April 29, 2026, show revenue of $25.9 million for 2025 against $34.3 million for 2024, a net loss of $9.0 million against $5.8 million, and cash of $1.0 million against $4.5 million, with $11.2 million of short-term and $17.1 million of long-term debt and 299 employees. The Reg CF raise those figures accompanied, run through DealMaker Securities at an 8.5% commission, ended early on April 7, 2026 at $4.28 million of a $5 million maximum. A Form D filed September 2, 2025 reports $6.65 million of Class A interests sold to 61 investors under Rule 506(c). The circular also discloses threatened arbitration in the United States and litigation in Colombia brought by a trading counterparty claiming up to about $3 million, which the company disputes with counterclaims of about $1 million.

The pattern in AltStreet's data

AltStreet's monitoring flagged the filing as an Item 4 auditor change and found no related Form D, sibling-entity or platform signals in the same window. Green Coffee Company appears in AltStreet's DealMaker review as one of eight DealMaker case-study issuers that map onto AltStreet's offering census, all of which AltStreet classified as ordinary operating companies rather than alternative assets; the case studies measure how fast raises fill, not what investors' stakes are later worth. This filing is the first ongoing-disclosure event AltStreet has recorded for the issuer since its Reg A qualification.

Why it matters

An auditor change is routine when nothing else is moving. Here three things are: a continuous retail offering that was qualified five weeks before the board acted, on statements the departing firm audited; a year in which revenue fell 24% and cash fell 78% while the loss grew; and a capital stack in which the new Class B interests sit behind about $139 million of Class A capital and accrued preference. The 1-U's language, no disagreements and no reportable events, is what an issuer must say when that is true, and RSM has concurred. It does not tell a prospective Class B buyer why the firm that signed the numbers in the circular will not be signing the next set.

Timing matters for what investors will see next. Regulation A Tier 2 issuers file unaudited semiannual reports and audited annual reports, so the first M&K-audited statements will be the fiscal 2026 Form 1-K due in spring 2027; the semiannual report for the first half of 2026, due by the end of September, will be unaudited. Anyone subscribing between now and then is relying on RSM's April opinion and the company's own interim numbers.

What the filing does not show

The Form 1-U does not state a reason for the change, whether fees, scope, geography or anything else played a part, or whether the audit committee or the full board initiated it. It does not disclose M&K's engagement terms or whether M&K will re-audit any prior period. AltStreet has not independently verified M&K CPAS, PLLC's PCAOB registration or inspection history. The financial figures above come from the company's own offering circular and Reg CF annual report, not from this filing, and the litigation disclosure is the company's characterization. Nothing here assesses the coffee business, the Juan Valdez license or the merits of the Class B offering.