SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
GOSTFRAND HOWARD

(Last) (First) (Middle)
625 N. FLAGLER DRIVE
SUITE 600

(Street)
WEST PALM BEACH FL 33401

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Descrypto Holdings, Inc. [ DSRO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
12/14/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.0001 12/14/2021 P 62,500 A $0.4 62,500 I By American Capital Ventures(1)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock(2) $0 02/18/2022 J(3) 71,040 01/13/2022 (2) Common Stock, par value $0.0001 71,040,000(2) (3) 17,760(3) I By American Capital Ventures(1)
Series A Preferred Stock(2) $0 10/05/2022 A(4) 3,000 05/10/2022 (2) Common Stock, par value $0.0001 3,000,000(2) $0.67(4) 20,760(4) I By American Capital Ventures(1)
Explanation of Responses:
1. Howard Gostfrand is the sole owner of, and controls, American Capital Ventures, Inc. ("ACV").
2. Each share of Series A preferred stock is convertible into 1,000 shares of the issuer's common stock at any time at the election of the holder.
3. On February 18, 2022, the issuer entered into and closed a Redemption Agreement by and between the issuer and ACV. Pursuant to the terms of the Redemption Agreement, the issuer purchased 80% of ACV's holdings of Series A preferred stock for an aggregate purchase price of $1.00.
4. On October 5, 2022, the issuer entered into a Subscription Agreement by and between the issuer and ACV pursuant to which ACV purchased 3,000 shares of Series A preferred stock for an aggregate purchase price of $2,000.
/s/ Howard Gostfrand 10/05/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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