Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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OpenLocker Holdings, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 (Title of Class of Securities) |
92934S502 (CUSIP Number) |
Ariane Gschwind Im Grafenstein 30, Winterthur, V8, 8408 41 58 881 10 30 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/11/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 92934S502 |
| 1 |
Name of reporting person
JAKOTA CAPITAL AG | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
SWITZERLAND
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
238,560,284.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
22.65 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 92934S502 |
| 1 |
Name of reporting person
da Silva Oliveira Ricardo | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
PORTUGA
L
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
238,560,284.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
22.65 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 | |
| (b) | Name of Issuer:
OpenLocker Holdings, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
1700 PALM BEACH LAKES BLVD, SUITE 820, WEST PALM BEACH,
FLORIDA
, 33401. | |
Item 1 Comment:
The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned ("Amendment No. 2"). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is hereby amended and restated as follows: The 238,560,284 shares of the Issuer's common stock (the "Shares"), purchased by Jakota Capital AG ("Jakota") pursuant to the transactions described further in Item 6 below, were purchased for a total of $286,190.28, which funds were obtained from the working capital of Jakota. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) is hereby amended and restated as follows: The responses to Items 1-4 and 7-13 of the cover page of this Schedule 13D are incorporated herein by reference. 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. The aggregate percentage of Shares reported owned by the Reporting Persons is based on information furnished by the Issuer to the Reporting Persons regarding the shares of common stock outstanding as of July 11, 2025. | |
| (b) | Item 5(b) is hereby amended and restated as follows: The responses to Items 1-4, 5(a) above, and 7-13 of the cover pages of this Schedule 13D are incorporated herein by reference. | |
| (c) | Item 5(c) is hereby amended and restated as follows: The transactions in the Shares by the Reporting Persons during the past sixty days are set forth in more detail in Item 6. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 is hereby amended and restated as follows: On April 9, 2025, the Issuer entered into a Stock Purchase Agreement (the "Purchase Agreement") with Jakota and four other buyers (collectively, the "Buyers"), pursuant to which the Issuer agreed to issue and sell to the Buyers a total of 426,501,851 shares of common stock (the "Shares") for a total purchase price of $400,000 (the "Transaction"). Pursuant to the Purchase Agreement, the Issuer and the Buyers agreed, following the closing of the Transaction, to undertake actions as required to reconstitute the Board of Directors of the Issuer to be comprised of persons as determined by Jakota, and to effect the resignation of the current officers and directors of the Issuer. The Purchase Agreement contains customary representations, warranties and agreements of the Issuer and Jakota, limitations, and conditions regarding sales of the common stock, indemnification rights and other obligations of the parties. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which was filed as an exhibit to this Schedule 13D, and are incorporated by reference herein. On June 4, 2025, Jakota acquired an aggregate of 100,471,140 shares of the Issuer's common stock in two private transactions, each pursuant to stock purchase agreements. Following the June 4, 2025 transactions, the Reporting Persons beneficially owned 351,648,991 shares of the Issuer's common stock. On July 11, 2025, Jakota sold a total of 113,088,077 shares of the Issuer's common stock in a private transaction pursuant to a stock purchase agreement. Following the July 11, 2025 transaction, the Reporting Persons now beneficially own 238,560,284 shares of the Issuer's common stock. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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