Descrypto Holdings, Inc. (OTCPK:DSRO) entered into a share exchange agreement to acquire OpenLocker, Inc. from Brian Klatsky, Abby Klatsky and Brendan O'Brien for $10.7 million on May 23, 2022. Pursuant to the terms of share exchange agreement, all of the outstanding shares of OpenLocker common stock will be exchanged for an aggregate of 12,500,002 shares of Descrypto common stock. OpenLocker will become a wholly owned subsidiary of the Descrypto. At the closing, Brian Klatsky will be named to the Descrypto board. The transaction is subject to following conditions (a) The parties shall have received all necessary approvals from all required Governmental Authorities to consummate the transaction. (b) The OpenLocker Board shall have approved this agreement and the transaction and shall not have withdrawn such approval. (c) The Descrypto board shall have approved this agreement and the transaction and shall not have withdrawn such approval. Descrypto expects that the closing will occur on or prior to May 31, 2022. Laura Anthony of Anthony L.G., PLLC acted as legal advisor to Descrypto Holdings, Inc. Patrick T. McCloskey of McCloskey Law PLLC acted as legal advisor to OpenLocker Inc.

Descrypto Holdings, Inc. (OTCPK:DSRO) completed the acquisition of OpenLocker, Inc. from Brian Klatsky, Abby Klatsky and Brendan O'Brien on May 31, 2022. In addition, at the closing, and effective as of the same day: (i) The company agreed to reserve 750,000 shares of company common stock for issuance to OpenLocker employees as options, restricted stock or similar incentive compensation, as to be determined by the Board of Directors of the company; (ii) The company agreed to contribute the sum of $300,000 to the operations of OpenLocker, which funds will generally be used for working capital uses and for the payment of OpenLocker payables and costs and expenses incurred by OpenLocker in connection with the Share Exchange Agreement and related transactions, and not for executive salaries, cash bonuses, etc.; (iii) The Board was expanded to be comprised of three persons and Brian Klatsky was appointed as a director on the Board; and (iv) American Capital Ventures, Inc., Leone Group LLC and Klatsky entered into a voting agreement pursuant to which Leone and ACV agreed to vote their shares to provide that the Board will be comprised of at least three persons, and to vote for Klatsky as a director of the company, in each case for a period of three years. In addition, pursuant to the terms of the Share Exchange Agreement, the company agreed to fund OpenLocker's operations with an additional sum of $250,000 (bringing the total amount to fund operations to $550,000) as and when agreed to by the company and the Stockholder's Representative but prior to September 1, 2022. The additional funds will also be used towards working capital of OpenLocker and not for executive salaries or cash bonuses.

For the period ended December 31, 2021, OpenLocker reported total assets of $19,454, stockholder's deficit of $74,947, sales of $75, and net loss of $150,147. Spartan Capital Securities served as exclusive advisor on the transaction.