Form 4: OpenLocker Holdings Director Plans Sale of Over 113 Million Shares Under 10b5-1 Plan

Jakota Capital AG, a 10% owner and director of OpenLocker Holdings, Inc., has entered into a pre-arranged plan to sell over 113 million shares of common stock for $53,030.80 on July 11, 2025.

Summary

• Jakota Capital AG, a Director and 10% Owner of OpenLocker Holdings, Inc., and Ricardo Oliveira, its ultimate beneficial owner, are the reporting persons.
• A transaction involving the sale of common stock is planned for July 11, 2025, indicating a future planned transaction.
• The sale involves 113,088,077 shares of common stock.
• The shares are to be sold at a price of $0.0004 per share, totaling $53,030.80.
• The buyer of the shares is Digital Knight Finance, S.a.r.l., a third party.
• This transaction is executed pursuant to a Rule 10b5-1(c) pre-arranged trading plan.
• Following this planned transaction, Jakota Capital AG will beneficially own 238,560,284 shares of OpenLocker Holdings, Inc. common stock.

Sentiment

Score: 2

Explanation: While the transaction is part of a pre-arranged plan, the planned sale of a large block of shares by a significant insider at an extremely low price can still be perceived negatively by the market, suggesting a low valuation or strategic divestment.

Positives

• The transaction is part of a pre-arranged 10b5-1 plan, indicating a structured divestment rather than an immediate reaction to market conditions.

Negatives

• A substantial block of 113,088,077 shares is planned to be sold by a 10% owner and director.
• The planned sale price of $0.0004 per share is extremely low, valuing the transaction at only $53,030.80.

Risks

• The planned divestment by a significant shareholder and director could be interpreted by the market as a signal of limited future upside or a strategic shift by the insider.
• The very low per-share price ($0.0004) for the planned sale highlights a significantly low valuation for the company's common stock in this transaction.

Future Outlook

Jakota Capital AG has entered into a stock purchase agreement dated July 11, 2025, to sell 113,088,077 shares of common stock to Digital Knight Finance, S.a.r.l. This transaction is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Industry Context

NA

Stakeholder Impact

• Shareholders: May interpret the planned insider sale as a signal of limited confidence or a strategic divestment by a significant holder, potentially leading to downward pressure on the stock price due to the large volume and low price.

Key Dates

Recommendation

Keywords

OpenLocker Holdings, OLKR, Jakota Capital AG, Ricardo Oliveira, SEC Form 4, insider trading, stock sale, beneficial ownership, common stock, 10b5-1 plan