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
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OpenLocker Holdings, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
92934S502 (CUSIP Number) |
Clive Ng 3019 Wilshire Boulevard,, Suite 216 Santa Monica, CA, 90402 352691193123 (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
Digital Knight Finance S.a r.l. | ||||||||
| 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
LUXEMBOURG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
148,688,707.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
15 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
The percentage in #13 above is based on 991,206,210 shares of common stock outstanding, pursuant to the representation by the Issuer of having 470,944,775 shares of common stock outstanding as of June 27, 2025 in that certain Stock Purchase Agreement dated June 27, 2025, and as filed with the U.S. Securities and Exchange Commission on a Current Report on Form 8-K on June 30, 2025, and following the issuance of 484,661,435 shares of common stock pursuant to that Stock Purchase Agreement and 35,600,000 shares of common stock pursuant to that certain Stock Purchase Agreement dated July 11, 2025.
SCHEDULE 13D
|
| CUSIP No. | 92934S502 |
| 1 |
Name of reporting person
Clive Ng | ||||||||
| 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
MALAYSIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
148,688,707.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
15 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The shares above represents 148,688,707 shares of common stock held by Digital Knight Finance S.a r.l. ("DKF"), which is 100% owned by C Digital Libraries Inc., a Delaware corporation, which is 100% owned by Clive Ng. Therefore, Mr. Ng is deemed to be the beneficial owner of the common shares held by DKF. The percentage in #13 above is based on 991,206,210 shares of common stock outstanding, pursuant to the representation by the Issuer of having 470,944,775 shares of common stock outstanding as of June 27, 2025 in that certain Stock Purchase Agreement dated June 27, 2025, and as filed with the U.S. Securities and Exchange Commission on a Current Report on Form 8-K on June 30, 2025, and following the issuance of 484,661,435 shares of common stock pursuant to that Stock Purchase Agreement and 35,600,000 shares of common stock pursuant to that certain Stock Purchase Agreement dated July 11, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (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:
Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. | ||
| Item 2. | Identity and Background | |
| (a) | This Schedule 13D is being filed by Digital Knight Finance S.a r.l. ("DKF") and Clive Ng ("Mr. Ng") (together, the "Reporting Persons"). | |
| (b) | The principal business address of each Reporting Person is as follows: Digital Knight Finance S.a r.l ("DKF"): 14, rue Mathias Hardt, 1717, Luxembourg, Grand Duchy of Luxembourg Clive Ng: 3019 Wilshire Boulevard, Suite 216 Santa Monica, CA 90402 | |
| (c) | Mr. Ng is a director of the Issuer as of July 11, 2025. DKF is a company organized and existing under the laws of Luxembourg, and is wholly owned by C Digital Libraries Inc. ("CDL"), which is wholly owned by Mr. Ng. | |
| (d) | The Reporting Persons have not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | The Reporting Persons have not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which the reporting persons were or are subject to 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. | |
| (f) | Mr. Ng is a Malaysian citizen. DKF is organized under the laws of Luxembourg. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The funds used by DKF to purchase the shares of common stock from the Issuer and from Jakota Capital AG were from DKF's working capital. | ||
| Item 4. | Purpose of Transaction | |
DKF purchased (i) 35,600,000 shares of common stock from the Issuer pursuant to a Stock Purchase Agreement dated July 11, 2025; and (ii) 113,088,707 shares of common stock from Jakota Capital AG pursuant to a Buy Sell Agreement dated July 11, 2025. DKF is 100% owned by CDL, which is 100% owned by Mr. Ng. Mr. Ng is a member of the Issuer's Board of Directors. As a substantial owner of shares in the Issuer and a director of the Issuer, Mr. Ng may have influence over the corporate activities of the Issuer, including activities which may relate to the transactions described in clauses (a) through (j) of Item 4 of Schedule 13D. 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. Based upon such review, the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate in light of the circumstances existing from time to time. If the Reporting Persons believes that further investment in the Issuer is attractive, whether because of the market price of the common shares or otherwise, they may acquire common shares or other securities of the Issuer either in the open market or in privately negotiated transactions. Similarly, depending on market and other factors, the Reporting Persons may determine to dispose of some or all of the common shares currently owned by the Reporting Persons or otherwise acquired by the Reporting Persons either in the open market or in privately negotiated transactions. Except as set forth in this Schedule 13D, the Reporting Persons have not formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the Issuer's capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) any change in the Issuer's charter or bylaws or other instrument corresponding thereto or other action which may impede the acquisition of control of the Issuer by any person; (h) causing a class of the Issuer's securities to be deregistered or delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The following disclosure is based on 991,206,210 shares of common stock issued and outstanding of the Issuer pursuant to the representation by the Issuer of having 470,944,775 shares of common stock outstanding as of June 27, 2025 in that certain Stock Purchase Agreement dated June 27, 2025, and as filed with the U.S. Securities and Exchange Commission on a Current Report on Form 8-K on June 30, 2025, and following the issuance of 484,661,435 shares of common stock pursuant to that Stock Purchase Agreement and 35,600,000 shares of common stock pursuant to that certain Stock Purchase Agreement dated July 11, 2025 between the Issuer and DKF. Mr. Ng is the 100% owner of CDL. CDL is the 100% owner of DKF. DKF is the direct beneficial owner of the 148,688,707 shares of common stock of the Issuer. Therefore, as of the date of this Schedule 13D, Mr. Ng may be deemed to be the beneficial owner of 148,688,707 shares of common stock, representing approximately 15% of the issued and outstanding shares of common stock of the Issuer. | |
| (b) | The Reporting Persons have shared voting and dispositive power over the 148,688,707 shares of common stock of the Issuer. | |
| (c) | Except as disclosed in Item 3, the Reporting Person has not effectuated any transactions during the past 60 days in any shares of common stock of the Issuer. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The relationships between the Reporting Persons described in Items 2 and 5 above are incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
1.1 Joint Filing Agreement | ||
| 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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