SCHEDULE: Jakota Capital AG Updates OpenLocker Holdings Stake, Signals Board and Management Overhaul

Jakota Capital AG and its ultimate beneficial owner, Ricardo da Silva Oliveira, have updated their beneficial ownership in OpenLocker Holdings, Inc. to 22.65% and confirmed plans to reconstitute the company's Board of Directors and effect management resignations.

Summary

• Jakota Capital AG and Ricardo da Silva Oliveira beneficially own 238,560,284 shares of OpenLocker Holdings, Inc. common stock, representing 22.65% of the class.
• The 238,560,284 shares currently held by Jakota were purchased for a total of $286,190.28, with funds obtained from Jakota's working capital.
• On April 9, 2025, OpenLocker Holdings entered into a Stock Purchase Agreement with Jakota and four other buyers to issue and sell a total of 426,501,851 shares of common stock for a total purchase price of $400,000.
• Following the April 9, 2025 agreement, the Issuer and Buyers agreed to undertake actions to reconstitute the Board of Directors as determined by Jakota and to effect the resignation of current officers and directors.
• On June 4, 2025, Jakota acquired an additional 100,471,140 shares of the Issuer's common stock in two private transactions, increasing the Reporting Persons' beneficial ownership to 351,648,991 shares.
• On July 11, 2025, Jakota sold 113,088,077 shares of the Issuer's common stock in a private transaction, resulting in the current beneficial ownership of 238,560,284 shares.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive due to a significant investor taking a controlling interest and planning governance changes, which could imply a strategic turnaround or new direction. However, the recent sale of shares by the reporting person introduces a slight negative nuance, preventing a higher score.

Positives

• Jakota Capital AG holds a significant beneficial ownership stake of 22.65%, indicating a strong vested interest in OpenLocker Holdings, Inc.'s future.
• The planned reconstitution of the Board of Directors and changes in management could lead to a new strategic direction and potentially improved corporate governance and performance.

Negatives

• Jakota Capital AG recently sold 113,088,077 shares, reducing its beneficial ownership from 351,648,991 shares to 238,560,284 shares.

Risks

• The success and impact of the planned board reconstitution and management changes are uncertain and may not lead to the desired operational or financial improvements.
• There is potential for disruption during the transition period as new directors and officers assume their roles, which could affect company operations.

Future Outlook

Following the closing of the Stock Purchase Agreement, the Issuer and the Buyers agreed to undertake actions to reconstitute the Board of Directors of the Issuer to be comprised of persons determined by Jakota, and to effect the resignation of the current officers and directors of the Issuer.

Management Comments

• Mr. Oliveira owns 100% of the interest in Joro Consulting Ltd., which owns 100% of Nobias Media Sarl (Luxembourg), which owns 100% of and controls Jakota. Mr. Oliveira is therefore ultimate beneficial owner of Jakota by virtue of his 100% ownership of Joro Consulting Ltd., and as such, may be deemed the beneficial owner of the Shares.
• Mr. Oliveira disclaims beneficial ownership of such Shares.

Industry Context

This filing indicates a significant shift in control and strategic direction for OpenLocker Holdings, Inc., typical of situations where a major investor seeks to exert influence over a company's governance and operations. Such changes can be a precursor to a strategic pivot or a restructuring effort, common in evolving or underperforming sectors.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Significant change in control and potential for new strategic direction, which could impact share value.
• Employees: Potential for changes in management and corporate strategy could affect job roles, organizational structure, and company culture.
• Customers/Suppliers: New management and strategy might lead to changes in product offerings, service delivery, or supply chain relationships.

Next Steps

• Reconstitute the Board of Directors of OpenLocker Holdings, Inc. with persons determined by Jakota Capital AG.
• Effect the resignation of the current officers and directors of OpenLocker Holdings, Inc.

Key Dates

Keywords

OpenLocker Holdings, Jakota Capital AG, Ricardo da Silva Oliveira, Schedule 13D, beneficial ownership, common stock, board reconstitution, management change, stock purchase agreement, SEC filing