Filing Details

The principal business address and office of the Reporting Persons and each Covered Person is Im Grafenstein 30, 8408 Winterthur, Switzerland.

Jakota is an investment services and advisory firm headquartered in Zurich, Switzerland. The principal occupation of Mr. Oliveira is investment advising and private investment.

No Reporting Person, nor any Covered Person, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

No Reporting Person, nor any Covered Person, has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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 finding any violation with respect to such laws.

The Reporting Person is an entity organized in Switzerland. Mr. Oliveira is a citizen of Portugal. The citizenship of each Covered Person is set forth on Exhibit 99.3 and is incorporated herein by reference.

The 251,177,851 shares of the Issuer's common stock (the "Shares"), purchased by Jakota pursuant to the transaction described further in Item 6 below, were purchased for a total of $235,570.23, which funds were obtained from the working capital of Jakota.

The Reporting Persons acquired the Shares for investment purposes. The Reporting Persons intend to evaluate the business prospects of the Issuer, as well as its present and future intentions. In connection with such evaluation, the Reporting Persons may from time to time consult with management and other shareholders of the Issuer. On April 9, 2025, in connection with the closing of the transaction described in Item 6 below, Renger van den Heuvel, a representative of Jakota, was appointed as a director of the Issuer's Board of Directors. Except as set forth in this Schedule 13D, the Reporting Persons do not have any present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to its investment in the Issuer as they deem appropriate including, without limitation, engaging in additional communications with management and the Board of Directors of the Issuer, engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting Persons' investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition), potential business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer's financial and/or operational performance, purchasing additional Shares, selling some or all of the Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative instruments, or changing their intention with respect to any and all matters referred to in Item 4.

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 April 9, 2025.

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.

During the 60 days preceding the filing of this Schedule 13D, the Reporting Persons have not effected any transactions in the Shares except as reported herein.

To the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of Issuer reported herein.

Not applicable.

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 is filed as an exhibit to this Schedule 13D, and are incorporated by reference herein.

99.1 - Stock Purchase Agreement, dated April 9, 2025, by and among OpenLocker Holdings, Inc. and the Buyers set forth therein (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by OpenLocker Holdings, Inc. on April 15, 2025). 99.2 - Joint Filing Agreement. 99.3 - Covered Persons.