SCHEDULE: Jakota Games & Reels Acquires Majority Stake in OpenLocker Holdings

Jakota Games & Reels SAS, wholly owned by Norman Hansen, has acquired a 50.7% controlling stake in OpenLocker Holdings, Inc. through a significant stock purchase.

Summary

• Jakota Games & Reels SAS (JGR), a French company 100% owned by Norman Hansen, acquired 484,661,435 shares of OpenLocker Holdings, Inc. common stock.
• This acquisition, completed via a Stock Purchase Agreement dated June 27, 2025, makes JGR and Norman Hansen the beneficial owners of approximately 50.7% of OpenLocker's common stock.
• The total shares outstanding for OpenLocker Holdings, Inc. after this transaction are 955,606,210 shares, calculated from 470,944,775 shares outstanding as of June 27, 2025, plus the newly issued 484,661,435 shares.
• The funds used for the purchase were sourced from JGR's working capital.
• The acquisition is for investment purposes, and Mr. Hansen, as a substantial owner, may influence corporate activities requiring shareholder votes.
• JGR entered into a Lock-Up Agreement with OpenLocker Holdings, Inc., restricting the sale or transfer of the acquired shares until December 24, 2025.
• Following the lock-up expiration, JGR may sell up to 20% of the originally acquired shares during each three-month rolling period, with unused portions not carrying over.

Sentiment

Score: 7

Explanation: The acquisition of a majority stake by a single entity, funded by working capital, suggests a strong commitment and potential for strategic direction. While the lock-up and future sale restrictions are noted, the overall sentiment is positive due to the significant investment and potential for stability, assuming the new majority owner's strategic vision aligns with long-term value creation.

Positives

• Significant investment by a single entity, potentially indicating strong confidence in the Issuer's future prospects.
• The acquisition of a majority stake provides stable, concentrated ownership and potential for streamlined decision-making and strategic execution.
• The capital infusion from the stock purchase strengthens the Issuer's financial position.

Negatives

• A lock-up agreement restricts the sale of acquired shares until December 24, 2025, potentially limiting liquidity for the new majority shareholder in the short term.
• Post-lock-up, sales are limited to 20% of originally acquired shares per three-month rolling period, which could slow down any future divestment.
• Concentrated ownership (50.7%) by a single entity (Norman Hansen via JGR) could reduce public float and potentially impact trading liquidity for other shareholders.

Risks

• Concentrated Ownership Risk: With 50.7% ownership, Norman Hansen (via JGR) has significant control, potentially limiting the influence of other shareholders on corporate decisions.
• Liquidity Risk (for Reporting Person): The Lock-Up Agreement restricts the sale of shares until December 24, 2025, and then limits sales to 20% per rolling three-month period, impacting the Reporting Person's ability to liquidate their investment quickly.
• Market Impact of Future Sales: While restricted, future sales of a large block of shares (up to 20% every three months) could put downward pressure on the stock price if not managed carefully.

Future Outlook

The Reporting Persons intend to review their investment in OpenLocker Holdings, Inc. based on various factors including business, financial condition, and market conditions. They may acquire additional shares or dispose of existing shares in the future, subject to the Lock-Up Agreement.

Management Comments

• The Reporting Persons purchased the shares of common stock pursuant to a Stock Purchase Agreement dated June 27, 2025 for investment purposes.
• As a substantial owner of shares in the Issuer, Mr. Hansen may have influence over the corporate activities of the Issuer that require the vote of the shareholders of the Issuer.
• The Reporting Persons from time to time intends to review their investments in the Issuer on the basis of various factors, including the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer's common shares in particular, as well as other developments and other investment opportunities.

Industry Context

This acquisition represents a significant consolidation of ownership in OpenLocker Holdings, Inc., potentially signaling a strategic shift or a long-term commitment from the new majority shareholder. Such a large stake can provide stability but also raises questions about future liquidity and corporate governance dynamics within the industry.

Comparison to Industry Standards

• The acquisition of a majority stake (50.7%) by a single entity is a common strategy for gaining control and influence over a company's operations and strategic direction.
• The lock-up period until December 24, 2025, is a standard practice in such transactions to ensure stability post-acquisition and prevent immediate market disruption from large share sales.
• The rolling 20% sale limit post-lock-up is a mechanism to manage potential market impact from future divestments, similar to provisions seen in private equity exits or large block sales.

Related Party Transactions

• The transaction involves Jakota Games & Reels SAS, which is 100% owned by Norman Hansen, acquiring a majority stake in OpenLocker Holdings, Inc. This establishes a significant related party relationship due to the controlling ownership.

Stakeholder Impact

• Shareholders: Existing shareholders will experience significant dilution due to the issuance of new shares, and their voting power will be substantially reduced as a single entity now holds a majority stake. The concentrated ownership may also affect stock liquidity.
• Management/Board: The new majority owner, Norman Hansen, may exert significant influence over corporate activities, including potential changes to the Board of Directors or management, although no immediate plans are stated.

Next Steps

• Reporting Persons will periodically review their investment in OpenLocker Holdings, Inc.
• Reporting Persons may acquire additional common shares or other securities of the Issuer in the open market or privately negotiated transactions.
• Reporting Persons may dispose of some or all of the common shares currently owned, subject to the Lock-Up Agreement, either in the open market or privately negotiated transactions.

Key Dates

Recommendation

The acquisition of a majority stake by a single entity provides stability and a clear controlling interest, which can be positive for long-term strategic execution. However, the significant dilution for existing shareholders and the potential for reduced public float due to concentrated ownership introduce uncertainties. The lock-up agreement also means the new majority holder cannot immediately sell shares, which could be seen as a positive for short-term stability but also limits immediate upside from any potential strategic moves. Given the immediate impact of dilution and the long-term implications of concentrated control, a 'hold' recommendation is appropriate to observe how the new ownership influences corporate strategy and market dynamics.

Keywords

OpenLocker Holdings, Jakota Games & Reels, Norman Hansen, Schedule 13D, Beneficial Ownership, Majority Stake, Stock Purchase Agreement, Lock-up Agreement, Corporate Control, Investment