8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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 21, 2022

Descrypto Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-24520	04-3021770
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

625 N. Flagler Drive, Suite 600

West Palm Beach, FL 33401

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (561) 514-0936

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))

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 7.01. Regulation FD.

On June 21, 2022, Descrypto Holdings, Inc. (the “Company”) issued a press release announcing the appointment of its Strategic Advisory Board’s third member, Samantha Viola. The Strategic Advisory Board also has two other members, Randall Bast and Maury Gostfrand. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information included in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release issued by the registrant on June 21, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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.

	Descrypto Holdings, Inc.
Date: June 21, 2022	/s/ Laura Anthony
	Laura Anthony
	President

EX-99.1

Exhibit 99.1

Descrypto Holdings Further Develops its Strategic Advisory Board by Appointing Samantha Viola

West Palm Beach, FL., June 21, 2022 (GLOBE NEWSWIRE) — Descrypto Holdings, Inc. (“Descrypto” or the “Company”) (OTC: DSRO), a sports and entertainment focused NFT and blockchain holding company, is pleased to announce that it has added another valued member to its Strategic Advisory Board.

Descrypto is proud to appoint Ms. Samantha Viola to the Strategic Advisory Board. Samantha began her career in the Professional Employer Organization (PEO) industry, assisting small to medium sized organizations with Human Resources, Benefits & Payroll. She excelled to become a top 10 sales representative nationwide for two consecutive years. Samantha transitioned to wealth management in 2019, where she has developed a thriving career catering to high-net-worth individuals.

Samantha has been personally investing in Crypto since 2017 and has become a highly respected voice in the industry. She led a South Florida based registered investment advisory firm to become one of the first to advise its clients on transacting in digital assets. During this time, Samantha developed strong relationships with various Crypto exchanges such as Gemini, and has developed a deep understanding of Crypto, non-fungible tokens (NFTs) and decentralized finance (DeFi). Samantha is a graduate of the Zicklin School of Business at Baruch College in New York City.

“We are fortunate to have Samantha Viola join our Strategic Advisory Board. We have not seen a conference or meet-up in the Crypto space where Samantha was not a key participant. Her knowledge, energy and network should open up interesting opportunities for Descrypto. Samantha will undoubtedly become an essential advisor to our team as we continue to grow,” stated Howard Gostfrand, CEO of Descrypto.

About Descrypto Holdings, Inc.

Descrypto Holdings, Inc. is a sports and entertainment focused NFT and blockchain holding company. We are focused on NFT and blockchain infrastructure, providing investors an opportunity to invest directly into the emerging industry with exponential growth opportunities. Descrypto is focused on delivering shareholder value by acquiring and developing high-quality companies and key personnel while increasing the value and adoption of blockchain technologies worldwide.

Forward-Looking Statements

This press release contains forward-looking statements. All statements other than statements of historical facts included in this press release are forward-looking statements. In some cases, forward-looking statements can be identified by words such as “believe,” “expect,” “anticipate,” “plan,” “potential,” “continue” 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 Company’s filings with the Securities and Exchange Commission. Investors should 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 Company’s control which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects the Company’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 liquidity. The Company 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.

Contact:

For more information visit: www.descrypto.io.
Investor Contact

Howard Gostfrand, CEO

305-351-9195

hgostfrand@descrypto.io

XML

Cover	Jun. 21, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 21, 2022
Entity File Number	000-24520
Entity Registrant Name	Descrypto Holdings, Inc.
Entity Central Index Key	0000924396
Entity Tax Identification Number	04-3021770
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	625 N. Flagler Drive
Entity Address, Address Line Two	Suite 600
Entity Address, City or Town	West Palm Beach
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33401
City Area Code	(561)
Local Phone Number	514-0936
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false