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 (b) The OpenLocker Board shall have approved this agreement and the transaction and shall not have withdrawn such approval. (c) The Descrypto board shall have approved this agreement and the transaction and shall not have withdrawn such approval.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.