UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~June~~July 2711, 2025

OpenLocker Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

000-24520

04-3021770

(State or other jurisdiction
of incorporation)

(Commission

File Number)

(IRS Employer
Identification No.)

1700 Palm Beach Lakes Blvd., Suite 820 West Palm Beach, FL		33401
5800 LaGorce Drive Miami Beach, FL		33140
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (305) 351-9195

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
N/A		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

~~On June 27, 2025, OpenLocker Holdings, Inc. (the “Company”) entered into a~~ Stock ~~Purchase Agreement (the “Purchase Agreement”)~~ with Jakota Games and Reels SAS, a French simplified joint stock company (the “Buyer”), pursuant to which the Company agreed to issue and sell to the Buyer a total of 484,661,435 shares of common stock (the “Shares”) for a total purchase price of $500,000 (the “Transaction”). The Shares issued to the Buyer pursuant to the Purchase Agreement constitute approximately 43.8% of the shares of common stock of the Company outstanding on a fully diluted basis immediately following the closing. The Company expects that the closing of the Transaction will occur the week of June 30, 2025.

AsOn aJuly ~~condition~~11, to2025, ~~closing~~OpenLocker Holdings, Inc. (the ~~parties~~“Company”) ~~agreed~~entered ~~that~~into a Stock Purchase Agreement (the ~~Buyer~~“Purchase ~~must~~Agreement”) with ~~enter~~Crisp ~~into~~Momentum Inc., a ~~lock-up~~Delaware ~~agreement~~corporation ~~with~~(“Crisp”), ~~the~~and ~~Company~~Digital Knight S.á.r.l., a Luxembourg company (the “Seller”), pursuant to which the ~~Buyer~~ Company agreed ~~that~~to itpurchase ~~will~~all ~~not~~of ~~sell~~the oroutstanding ~~transfer~~shares ~~(subject~~of tocapital ~~certain~~stock ~~customary~~of ~~exceptions)~~Crisp ~~any~~from the Seller in exchange for an aggregate of 35,600,000 shares of the Company’s common stock ~~for~~ a(the ~~period~~“Transaction”). ofThe purchase 12price ~~months~~is ~~following~~subject ~~the~~to ~~closing.~~an ~~The~~earnout ~~Form~~provision ofpursuant ~~Lock-Up~~to ~~Agreement~~which isthe ~~attached~~Seller aswill ~~Exhibit~~have ~~10.2~~the opportunity to ~~this~~receive ~~Current~~additional ~~Report on~~shares ~~Form~~of ~~8-K~~the ~~and~~Company’s ~~incorporated~~common ~~into~~stock, ~~this~~up ~~Item~~to ~~1.01~~$6 bymillion ~~reference~~in value.

The Purchase Agreement contains representations, warranties and covenants of the Company that are customary for a transaction of this nature. The Purchase Agreement also contains indemnification obligations of the parties thereto. The foregoing description of the Purchase Agreement does not purport to be complete and is subject to and qualified in its entirety by the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.

Management Services Agreement

On June 15, 2025, the Company entered into a Management Services Agreement (the “Management Agreement”) with Van + Van Gmbh, a limited liability company organized under Austrian law (the “Manager”), pursuant to which the Manager has agreed to provided executive management and advisory services to the Company, including governance support, financial management, and compliance services. Pursuant to the terms of the Management Agreement, the Company will pay the Manager an annual management fee of $240,000, payable in equal monthly installments. The initial term of the Management Agreement is for three years, and it may be renewed for additional one-year periods upon mutual written consent of the Company and the Manager. Renger van den Heuvel, the Company’s Chief Executive Officer and a member of the board of directors of the Company (the “Board”), is the sole owner and Chief Executive Officer of the Manager. The Board has reviewed and approved the Management Agreement, including the terms thereof, following consideration of the related party nature of the arrangement. The foregoing description of the Management Agreement does not purport to be complete and is subject to and qualified in its entirety by the full text of the Management Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth above under the caption “Stock Purchase Agreement” in Item 1.01 of this Current Report on Form 8-K is hereby incorporated into this Item 2.01 by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained under the caption “Stock Purchase Agreement” in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02 by reference. The ~~Shares are~~shares being ~~offered~~issued ~~and sold~~ by the Company to the ~~Buyers~~Seller ~~under~~as consideration under the Purchase Agreement are being issued in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), afforded by Section 4(a)(2) of the Securities Act.

~~Cautionary~~Item ~~Note~~5.02 ~~Regarding~~Departure ~~Forward-Looking~~of ~~Statements~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers.

~~This~~On ~~Current~~July ~~Report on Form 8-K contains forward-looking statements. All statements other than statements of historical facts included in this report are forward-looking statements. In some cases~~11, ~~forward-looking statements can be identified by words such as “believe~~2025,~~” “intend,”~~ “expect,” “anticipate,” “plan,” “potential,” “continue,” “will,” “would” or similar expressions. Such forward-looking statements include risks and uncertainties, and there are important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors, risks and uncertainties are discussed in the ~~registrant’s~~Board ~~filings~~appointed ~~with~~Clive ~~the~~Ng ~~SEC.~~as ~~Investors~~a ~~should~~member not place any undue reliance on forward-looking statements since they involve known and unknown, uncertainties and other factors which are, in some cases, beyond the registrant’s control which could, and likely will, materially affect actual results, levels of ~~activity, performance or achievements. Any forward-looking statement reflects~~ the registrant’s current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to operations, results of operations, growth strategy and liquidityBoard. The registrant assumes no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future, except as required by U.S. federal securities laws.

The biography of Mr. Ng is as follows:

Clive Ng (age 63) has served as the Co-Founding Partner of C Capital, a global asset management firm, since 2017. Mr. Ng also currently serves as a member of the board of directors of Highlight Event and Entertainment AG, a Swiss-based media marketing company, a position he has held since January 2020. From 2016 to 2021, Mr. Ng served as a Senior Advisor at Warner Music Group Inc., advising on strategy and marketing development in Asia.

There are no arrangements or understandings between Mr. Ng and any other persons pursuant to which he was selected as a director. There are no family relationships between Mr. Ng and any director or executive officer of the Company, and he has no indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

On July 11, 2025, the Company issued a press release relating to the Transaction. A copy of the press release is furnished as Exhibit 99.1 attached to this Form 8-K and incorporated into this item 7.01 by reference

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

Any financial statements required by Item 9.01(a) will be filed by amendment as soon as practicable, but no later than 71 calendar days after the date on which this initial Current Report on Form 8-K was required to be filed.

(b) Pro Forma Financial Information.

Any pro forma financial information required by Item 9.01(b) will be filed by amendment as soon as practicable, but no later than 71 calendar days after the date on which this initial Current Report on Form 8-K was required to be filed.

(d) Exhibits.

Exhibit Number		Description
10.1		Stock Purchase Agreement, dated as of ~~June~~July 2711, 2025, by and between OpenLocker Holdings, Inc., ~~and~~Crisp ~~Jakota~~Momentum ~~Games~~Inc. and ~~Reels~~Digital ~~SAS~~Knight S.á.r.l..*
10.2		~~Form~~Management Agreement, dated as of ~~Lock-Up~~July ~~Agreement~~15, 2025, between the Company and Van + Van Gmbh.
99.1		Press Release, dated July 11, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplemental copies of any of the omitted schedules or exhibits upon request by the SEC.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	OpenLocker Holdings, Inc.
Dated: June 30, 2025	By:	/s/ Renger van den Heuvel
Dated: July 15, 2025	By:	/s/ Renger van den Heuvel
	Name:	Renger van den Heuvel
	Title:	Chief Executive Officer

Filing Compare · Crisp Momentum Inc.