SCHEDULE: Clive Ng and Digital Knight Finance Acquire 15% Stake in OpenLocker Holdings

Digital Knight Finance S.a r.l., controlled by newly appointed director Clive Ng, has acquired a 15% beneficial ownership stake in OpenLocker Holdings, Inc. through recent stock purchases.

Summary

• Digital Knight Finance S.a r.l. (DKF) and Clive Ng (Reporting Persons) have filed a Schedule 13D, reporting beneficial ownership of 148,688,707 shares of OpenLocker Holdings, Inc. common stock.
• This stake represents approximately 15% of the Issuer's 991,206,210 shares of common stock outstanding.
• The total shares outstanding calculation is based on 470,944,775 shares as of June 27, 2025, plus 484,661,435 shares issued pursuant to a Stock Purchase Agreement dated June 27, 2025, and an additional 35,600,000 shares issued pursuant to a Stock Purchase Agreement dated July 11, 2025.
• DKF purchased 35,600,000 shares directly from OpenLocker Holdings, Inc. and 113,088,707 shares from Jakota Capital AG, both on July 11, 2025.
• The funds used for these purchases came from DKF's working capital.
• Clive Ng is a director of OpenLocker Holdings, Inc. as of July 11, 2025, and is the 100% owner of C Digital Libraries Inc., which in turn 100% owns DKF, making him the beneficial owner of the shares held by DKF.
• The Reporting Persons have shared voting and dispositive power over the 148,688,707 shares.
• The Reporting Persons have not been convicted in criminal proceedings or been party to civil proceedings related to securities laws in the last five years.

Sentiment

Score: 6

Explanation: The filing indicates a significant new investor taking a substantial stake and a board seat, which can be viewed positively for corporate governance and potential strategic direction, though it also highlights significant share dilution.

Positives

• A significant investor, Clive Ng, has taken a substantial 15% stake in OpenLocker Holdings, Inc., potentially signaling confidence in the company's future.
• Clive Ng's appointment to the Board of Directors as of July 11, 2025, brings a major shareholder directly into the company's governance, potentially aligning investor and management interests.

Negatives

• The filing indicates a significant increase in the total shares outstanding to 991,206,210, which represents substantial dilution for existing shareholders if not offset by corresponding growth in company value.

Risks

• The Reporting Persons intend to review their investments periodically and may acquire additional common shares or other securities, or dispose of some or all of their currently owned shares in the open market or privately negotiated transactions, which could impact share price volatility.

Future Outlook

The Reporting Persons intend to periodically review their investments in OpenLocker Holdings, Inc. based on various factors, including the Issuer's business, financial condition, and market conditions. They may acquire additional common shares or other securities, or dispose of some or all of their current holdings in the future, either in the open market or through privately negotiated transactions.

Management Comments

• Clive Ng, as a substantial owner of shares in the Issuer and a director, may have influence over the corporate activities of the Issuer.

Industry Context

NA

Management Changes

Corporate Governance

Legal Proceedings

• The Reporting Persons have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.
• The Reporting Persons have not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or a finding of any violation with respect to such laws, during the last five years.

Related Party Transactions

• Clive Ng, a newly appointed director of OpenLocker Holdings, Inc., is the 100% owner of C Digital Libraries Inc., which in turn 100% owns Digital Knight Finance S.a r.l. Digital Knight Finance S.a r.l. purchased 35,600,000 shares directly from the Issuer, constituting a related party transaction.

Stakeholder Impact

• Shareholders: The entry of a significant new beneficial owner and board member could influence future corporate strategy and share price. The substantial increase in shares outstanding due to recent issuances impacts per-share metrics.
• Management: The addition of Clive Ng to the Board of Directors may introduce new perspectives and influence on corporate decision-making.

Next Steps

• Reporting Persons will continue to review their investment in OpenLocker Holdings, Inc. based on various factors.
• Reporting Persons may acquire additional shares or dispose of existing shares in the future.

Key Dates

Keywords

OpenLocker Holdings, Digital Knight Finance, Clive Ng, Schedule 13D, beneficial ownership, stock purchase, corporate governance, SEC filing, investment, shareholder