RoyaLand Co Ltd 6-K, filed Jun 30, 2025
RoyaLand Co Ltd. (RLNDF)
About this 6-K
RoyaLand Co Ltd filed this 6-K on June 30, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of June
Commission File Number
(Translation of registrant’s name into English)
Clarendon House, 2 Church Street
Hamilton, Pembroke, HM11
Bermuda
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F ☒ Form 40-F ☐
Explanatory Note
The RoyaLand Company Ltd. (the “Company”) is furnishing this Form 6-K to provide the unaudited consolidated financial statements for the six months ended December 31, 2024 and 2023, including the operating and financial review and prospects for the period presented therein.
| Exhibit No. | Description | |
| 99.1 | Unaudited Interim Consolidated Financial Statements as of December 31, 2024 and for the six months ended December 31, 2023. | |
| 99.2 | Operating and Financial Review and Prospects in connection with the Unaudited Interim Consolidated Financial Statements for the six months ended December 31, 2024. | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
1
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, thereunto duly authorized.
| The RoyaLand Company Ltd. | ||
| Date: June 30, 2025 | By: | /s/ Emanuele Filiberto di Savoia |
| Name: | Emanuele Filiberto di Savoia | |
| Title: | Chief Executive Officer | |
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Exhibit 99.1
THE ROYALAND COMPANY LTD.
TABLE OF CONTENTS
THE ROYALAND COMPANY LTD.
INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
(in US Dollars)
| December 31, 2024 (Unaudited) | June 30, 2024 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Deferred offering costs | ||||||||
| Prepaid expenses | ||||||||
| Total current assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Shareholders’ Deficit: | ||||||||
| Preference shares, par value $ | $ | $ | ||||||
| Common shares – Class A, par value $ | ||||||||
| Common shares – Class B, par value $ | ||||||||
| Additional paid-in capital | ||||||||
| Subscription receivable | ( | ) | ( | ) | ||||
| Other comprehensive loss | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Shareholders’ Equity (Deficit) | ( | ) | ( | ) | ||||
| Current liabilities: | ||||||||
| Accounts payable and accrued liabilities: | ||||||||
| Legal and accounting | ||||||||
| Product development expense | ||||||||
| Consulting | ||||||||
| Other | ||||||||
| Other current liabilities | ||||||||
| Due to related parties | ||||||||
| Total current liabilities | ||||||||
| Total Liabilities | ||||||||
| Total Liabilities and Shareholders’ Equity (Deficit) | $ | $ | ||||||
See accompanying Notes to the Interim Condensed Consolidated Financial Statements
2
THE ROYALAND COMPANY LTD.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in US Dollars)
(Unaudited)
| For the Period July 1, 2024 to December 31, 2024 | For the Period July 1, 2023 to December 31, 2023 | |||||||
| Net revenues | $ | $ | ||||||
| Operating expenses: | ||||||||
| Product research and development | ||||||||
| Legal and accounting | ||||||||
| Consulting | ||||||||
| Filing fees | ||||||||
| Bad debts | ||||||||
| Other | ||||||||
| Total operating expenses | ||||||||
| Operating loss | ( | ) | ( | ) | ||||
| Loss before provision for income taxes | ( | ) | ( | ) | ||||
| Provision (benefit) for income taxes | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Other Comprehensive Income (Loss): | ||||||||
| Currency Translation Adjustment | ( | ) | ||||||
| Comprehensive loss | $ | ( | ) | $ | ( | ) | ||
| Weighted average shares outstanding: | ||||||||
| Capital shares – basic and diluted | ||||||||
| Common shares – basic and diluted | ||||||||
| Weighted average net loss per share: | ||||||||
| Per Common share – basic and diluted | $ | ( | ) | $ | ( | ) | ||
See accompanying Notes to the Interim Condensed Consolidated Financial Statements
3
THE ROYALAND COMPANY LTD.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)
(in US Dollars)
| Preference Shares | Common
Shares Class A | Common
Shares Class B | Common
Shares Class B To Be Issued | Additional Paid-In | Subscription | Other Comprehensive | Accumulated | Total
Shareholders’ | ||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Capital | Receivable | Loss | Deficit | Equity | ||||||||||||||||||||||||||||||||||||||||
| Balance – June 30, 2024 | $ | $ | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||||||
| Currency translation adjustment | – | – | – | – | ||||||||||||||||||||||||||||||||||||||||||||||||
| Stock option expense | – | – | – | – | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | – | – | – | – | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Balance – December 31, 2024 | $ | $ | $ | – | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||||||||
| Preference Shares |
Common
Shares Class A |
Common
Shares Class B |
Common
Shares Class B To Be Issued |
Additional
Paid-In |
Subscription | Other Comprehensive |
Accumulated | Total
Shareholders’ |
||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Capital | Receivable | Loss | Deficit | Equity | ||||||||||||||||||||||||||||||||||||||||
| Balance – June 30, 2023 | $ | $ | $ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | |||||||||||||||||||||||||||||||||||||
| Gross proceeds from sale of shares | – | – | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||||||||||||
| Cost of shares issued | – | – | – | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||||||||||||||
| Currency translation adjustment | – | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | – | – | – | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||||||||||||||
| Balance – December 31, 2023 | $ | $ | $ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | |||||||||||||||||||||||||||||||||||
See accompanying Notes to the Interim Condensed Consolidated Financial Statements
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THE ROYALAND COMPANY LTD.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in US Dollars)
(Unaudited)
| For the Period July 1, 2024 to December 31, 2024 | For the Period July 1, 2023 to December 31, 2023 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustment to reconcile net loss to net cash used in operating activities: | ||||||||
| Share option expense | ||||||||
| Changes in operating assets/liabilities: | ||||||||
| Other accounts receivable | ( | ) | ||||||
| Prepaid expenses | ||||||||
| Accounts payable and accrued liabilities | ||||||||
| Due to related parties | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Gross proceeds from sale of common shares | ||||||||
| Cost of common share issuances | ( | ) | ||||||
| Deferred offering costs | ( | ) | ||||||
| Repayments to related parties | ( | ) | ||||||
| Net cash provided by financing activities | ||||||||
| Net change in cash | ( | ) | ||||||
| Currency translation adjustment | ( | ) | ||||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
| Supplemental disclosures of cash flow information: | ||||||||
| Cash paid during the period for: | ||||||||
| Interest | $ | $ | ||||||
| Taxes | $ | $ | ||||||
See accompanying Notes to the Interim Condensed Consolidated Financial Statements
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THE ROYALAND COMPANY LTD.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 1. | Organization and Business |
Organization and Business
The RoyaLand Company Ltd.
(“RoyaLand Ltd”, “we” and “Successor”), an exempted company limited by shares, was incorporated on
On November 28, 2022, we entered into a share exchange agreement (the”SEA”) with RoyaLand Company (“RoyaLand Company”), a United States company incorporated in the state of Nevada. At the time of the SEA, the majority of our shares were owned by our CEO and, as a result, we determined this to be a common control acquisition.
On November 29, 2022, we acquired
RoyaLand Ltd is a company focused on creating an online and offline immersive, fantasy-based royalty-themed experience called myRoyal.World, primarily centered around the mobile-first massively multiplayer online role-playing game, or MMORPG, called TheRoyal.Land. We intend for TheRoyaLand to be a novel interactive, immersive game based on a player-empowered design. The plan is to build proprietary digital avatars and provide opportunities to players to earn in-game reward currency, build virtual land, and own their online assets while enhancing all of these features with what we consider to be premium incremental in-game content. TheRoyaLand game is currently in development.
We have engaged the services of Neosperience S.p.A. to work with us to develop TheRoyal.Land. See Note 4. Neosperience will design and develop TheRoyal.Land using its proprietary technology. Neosperience plans to use its models to create complex and dynamic in-game environments and realistic and emotive characters and to assist with dynamically adjusting the difficulty level and game balance in real time based on player behavior and performance to keep the game challenging yet rewarding. For example, Neosperience’s technology is designed to imbue non-player characters (“NPCs”), with various behaviors, which we believe makes them seem more lifelike and responsive thereby enhancing player immersion and creating a more engaging gameplay experience. Additionally, Neosperience intends to use advanced modeling and rendering techniques to create realistic player characters and NPCs that dynamically interact utilizing a full range of human-like emotions, reactions, and movements giving them a depth of character which we believe is rarely seen in video games.
Our Company, through Neosperience, has been working on the design and development of the game since mid-2023 and is currently working on the first fully playable portion of the game which will be used to promote the game with publishers and other interested parties (the “Vertical Slice”). The Vertical Slice is designed to show the intended player experience and demonstrate where the key features and systems work together seamlessly with the assets representing the final quality. The Vertical Slice will include 5 different missions that will be released for internal and external demonstration and testing in phases. The first mission was released in September 2024. The remaining missions will be released on a regular basis following the first mission. We estimate finalizing the Vertical Slice with all five missions in the first quarter of calendar year 2025.
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A demo of the first mission can be seen at the following link:
| ● | https://drive.google.com/file/d/1U0FET2P6PULWtwLbXc7rt95r4L66QV99/view?usp=sharing |
See Notes 3 and 4 for further information regarding the SEA and the Acquisition.
| 2. | Summary of Significant Accounting Policies |
Basis of Presentation and Consolidation
The accompanying interim condensed consolidated financial statements (the “financial statements”), including comparatives, have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations issued by the International Financial Reporting Interpretations Committee (“IFRIC). Our year-end is June 30.
The accompanying financial statements include the accounts of the registrant, RoyaLand Ltd, Royaland Company and OAPLT. All intercompany transactions and balances have been eliminated. As stated in Note 1, the SEA resulted in a common control acquisition while the acquisition of OAPLT resulted in a business combination.
Functional and Presentation Currency
The accompanying financial statements are prepared in the U.S. dollar, which is the functional currency of RoyaLand Ltd. RoyaLand Company’s functional currency is also the U.S. dollar and OAPLT’s functional currency is the euro. All financial information has been rounded to the nearest dollar except where indicated otherwise.
Going Concern Considerations
The accompanying financial
statements contemplate continuation of our Company as a going concern. We have incurred net losses since our inception and we have an
accumulated deficit of $
On May 1, 2022, our wholly owned subsidiary RoyaLand Company entered into an agreement with Boustead Securities LLC (“Boustead”) under which Boustead agreed to provide certain services to us with respect to corporate financing transactions, including the private placement of securities. See Note 4 for further information. While we are confident we will be able to raise additional capital through this process, there are no assurances that we will be successful in obtaining such additional capital. If our working capital needs are not met and we are unable to obtain adequate capital, we could be forced to cease operations. The accompanying financial statements do not include any adjustments that might be necessary if our Company is unable to continue as a going concern.
Foreign Currency
Items included in the financial statements of each of our Company’s subsidiaries are measured using the currency of the primary economic environment in which each subsidiary operates (the functional currency). The accompanying financial statements are presented in U.S. dollars, the functional currency of RoyaLand Ltd.
The results and financial position of OAPLT, our Company’s subsidiary that has a different functional currency, are translated from euros into U.S. dollars as follows:
| (i) | Assets and liabilities are translated at the current exchange rate at the balance sheet date and historical rates for equity; |
| (ii) | Revenue and expenses are translated at the weighted average closing exchange rate for the period reported in the consolidated statement of profit or loss. When the average exchange rate does not provide a reasonable approximation of the cumulative effect of the rates prevailing on the transaction date, the Company utilizes the closing exchange rate on the date of the transaction. |
| (iii) | Gains and losses resulting from foreign currency translation are included as a component of stockholders’ equity. Foreign currency transaction gains and losses are included in the results of operations. |
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Use of Estimates
The preparation of financial statements in conformity with IFRS requires management to make estimates, judgements and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, revenues, and expenses during the period. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Areas in which management has made critical judgments in the process of applying accounting policies and that have the most significant effect on the amounts recognized in the financial statements include the determination of our Company’s functional currencies and the collectability of our accounts receivable and deferred offering costs. Information about key assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment to the carrying amount of assets and liabilities within the next financial year are included in the following notes to the financial statements for the periods presented.
Cash and Cash Equivalents
We consider all short-term
investments readily convertible to cash, without notice or penalty, with an initial maturity of 90 days or less to be cash equivalents.
Our cash balances as of December 31, 2024 and June 30, 2024 were $
Fair Value of Financial Instruments
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of our Company. Unobservable inputs are inputs that reflect our Company’s assumptions about the factors that market participants would use in valuing the asset or liability. The fair value hierarchy consists of the following three levels of inputs that may be used to measure fair value:
| Level 1 | — | Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. | |||
| Level 2 | — | Inputs other than quoted prices included in Level 1 that are observable in the marketplace either directly (i.e., as prices) or indirectly (i.e., derived from prices). | |||
| Level 3 | — | Unobservable inputs which are supported by little or no market activity. |
For assets and liabilities, such as cash, prepaid expenses and accounts payable/accrued liabilities, and other current liabilities maturing within one year from the balance sheet date, the carrying amounts approximate fair value due to the short maturity of these instruments.
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Fair Value Hierarchy of liabilities that are recognized and measured at fair value in the financial statements as of December 31, 2024 and June 30, 2024 (level 3 inputs are not applicable):
| Fair Value Measurement Using | ||||||||
| Level 1 | Level 2 | |||||||
| LIABILITIES | ||||||||
| December 31, 2024: | ||||||||
| Due to related party – recognized at fair value (1) | $ | $ | ||||||
| June 30, 2024: | ||||||||
| Due to related party – recognized at fair value (1) | $ | $ | ||||||
| (1) |
During the periods presented, there were no transfers between Levels 1, 2 or 3.
Financial risk factors
Our activities expose us to a variety of financial risks: market risk, credit risk and liquidity risk. Our primary focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on our financial performance.
The primary market risk to the Company is foreign exchange risk. Given the stability of the markets in which we operate, we believe our exposure to be minimal. Our exposure to credit risk is influenced mainly by the individual characteristic of each customer and the concentration of risk from the top few customers. Given that we have not generated any revenue in the periods presented in the financial statements, we have no exposure to credit risk. With respect to liquidity, our ability to meet our obligations on time is dependent on the success of our operation and the support of our related party partners, which to date have given us adequate liquidity to meet our obligations.
Deferred Offering Costs
Deferred offering costs consist
of underwriting, legal, accounting, and other expenses incurred through the balance sheet date that are directly related to a planned
offering described in Note 4 under the caption Boustead Agreement. During the six months ended December 31, 2024, we charged the
deferred offering costs of $
Income Taxes
Income tax expense comprises current and deferred taxes. Current taxes and deferred taxes are recognized in profit or loss except to the extent that they relate to a business combination, or items recognized directly in equity or in other comprehensive loss.
Current taxes are the expected tax receivable or payable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax receivable or payable in respect of previous years. Deferred taxes are recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.
Deferred taxes are not recognized for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future.
In addition, deferred taxes are not recognized for taxable temporary differences arising on the initial recognition of goodwill. Deferred taxes are measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the tax laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax assets and liabilities, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax assets and liabilities on a net basis or their tax assets and liabilities will be realized simultaneously. A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.
9
Net Income/Loss Per Share
Under
the provisions of IAS 33, Earnings per Share, basic loss per common share is computed by dividing net loss available to each class
of common shareholders by the weighted average number of shares of common shares outstanding for the period presented for their respective
class. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common shares
were exercised or converted into common shares or resulted in the issuance of common shares that would then share in the income of our
Company, subject to anti-dilution limitations. As of December 31, 2024 and December 31, 2023, there were
The table below presents the computation of the basic and diluted loss per share for the periods July 1, 2024 to December 31, 2024 and July 1, 2023 to December 31, 2023
| Period July 1, 2024 to December 31, 2024 | Period July 1, 2023 to December 31, 2023 | |||||||||||||||
| Class A Common Shares | Class B Common Shares | Class A Common Shares | Class B Common Shares | |||||||||||||
| Numerator: | ||||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net loss allocated between Class A and Class B common shares | ( | ) | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| Denominator: | ||||||||||||||||
| Weighted average common shares outstanding — basic | ||||||||||||||||
| Dilutive common share equivalents | ||||||||||||||||
| Weighted average common shares outstanding — diluted | ||||||||||||||||
| Net loss per share: | ||||||||||||||||
| Basic | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
New Accounting Pronouncements
We have reviewed all accounting pronouncements recently issued by the IAS and have determined that they are either not applicable or are not believed to have a material impact on our present or future consolidated financial statements.
| 3. | Related Party Transactions |
Amounts due to related parties as of December 31, 2024 and June 30, 2024 consist of:
| December 31, 2024 | June 30, 2024 | |||||||
| Daniel McClory, Executive Chairman and Director | $ | $ | ||||||
| Alberto Libanori, Director | ||||||||
| Due to related party – recognized at fair value (1) | $ | $ | ||||||
From time to time, our officers
and shareholders have made advances to us which we have recorded as Due to Related Parties in the amounts of $
On April 23, 2024, we entered
into an independent director agreement with Alberto Libanori and agree to compensate Mr. Libanori $
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| 4. | Agreements |
Boustead Agreement
On May 1, 2022, our wholly
owned subsidiary RoyaLand Company entered into an agreement with Boustead Securities, LLC (“Boustead”) under which Boustead
agreed to provide certain services to us with respect to corporate financing transactions, including the private placement of securities
and the IPO of our common shares that will be applied for listing on a stock exchange, and any post-IPO financings we may complete from
time to time. Under the agreement, we agreed to pay certain other fees and warrants as described in the agreement. For financing transactions,
we agreed to pay a success fee equal to seven percent (
Neosperience Agreement
In July 2023, we signed an
agreement with Neosperience S.p.A. under which Neosperience agreed to provide consulting and development services (the “Project”)
with respect to our MMORPG, called TheRoyal.Land. The Project is to be accomplished in five phases. The first four phases of the
Project are the research phase with the final phase being the development phase. As compensation for their services, we agreed to pay
Neosperience a total amount ranging from €
As of December 31, 2024, we
have incurred a total expense of $
Skyline Agreement
In July 2023, we entered into
an investor relations services agreement with Skyline Corporate Communications Group. The agreement has a term of twelve (
In the fourth quarter of calendar
2023, Skyline agreed to temporarily postpone any further payments due them under the agreement and instead utilize their services on an
as-needed basis. During the six-month periods ended December 31, 2024 and 2023, we recorded operating expenses of $
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| 5. | Capital Shares |
Preference Shares
We are authorized to issue
Common Shares
We are authorized to issue
Class A Common Shares – we
have designated and authorized
Class B Common Shares – we
have designated authorized
Sales of Shares
During the six months ended
December 31, 2023, we conducted private placements of our Class B Common Shares and issued to investors
| a. | Private placements of Class B common shares with a number of
investors under which we issued |
|
| b. | Private placements of units of securities, consisting of (i)
|
The Class B Common Shares are subject to certain lockup provisions until 180 days after the commencement of trading of our Class B Common Shares, subject to certain exceptions.
Share Option
On May 20, 2024, we granted
an option to purchase
12
We valued the share option
at $
| Expected term in years | ||
| Risk-free interest rate | ||
| Annual expected volatility | ||
| Dividend yield |
Risk-free interest rate: We use the risk-free interest rate of a U.S. Treasury Bill with a similar term on the date of the option grant.
Volatility: We estimate the expected volatility of the stock price based on the corresponding volatility of our historical stock price.
Dividend yield: We use a
Remaining term: The remaining term is based on the remaining contractual obligation of the share option.
Activity related to the share option for the six months ended December 31, 2024 is as follows:
| Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life in Years | Aggregate Intrinsic Value | |||||||||||||
| Outstanding, June 30, 2024 | $ | |||||||||||||||
| Activity during the six months ended December 31, 2024 | — | — | ||||||||||||||
| Outstanding, December 31, 2024 | ||||||||||||||||
| Exercisable, end of period | $ | $ | ||||||||||||||
Warrants
In connection with the sales
of Class B Common Shares during the six months ended December 31, 2023, we issued Boustead 5-year warrants to purchase a total of
| Expected term in years | ||
| Risk-free interest rate | ||
| Annual expected volatility | ||
| Dividend yield |
13
Activity related to the warrants for the six months ended December 31, 2024 is as follows:
| Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life in Years | Aggregate Intrinsic Value | |||||||||||||
| Outstanding, June 30, 2024 | $ | |||||||||||||||
| Activity during the six months ended December 31, 2024 | — | $ | — | |||||||||||||
| Outstanding, December 31, 2024 | $ | |||||||||||||||
| Exercisable, end of period | $ | $ | ||||||||||||||
Equity Incentive Plan
In February 2023, we adopted
the 2023 Equity Incentive Plan under which
| 6. | Subsequent Events |
Private Placement
In April 2025, we conducted
a private placement of our Class B Common Shares and issued
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Exhibit 99.2
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The following discussion and analysis summarizes the significant factors affecting our operating results, financial condition, liquidity and cash flows of our company as of and for the periods presented below. The following discussion and analysis should be read in conjunction with our financial statements and the related notes thereto included elsewhere in this prospectus. The discussion contains forward-looking statements that are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere in the Company’s prospectus dated December 11, 2024, particularly in the sections titled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.”
The unaudited interim consolidated financial statements for the six months ended December 31, 2024 and 2023, and the audited consolidated financial statements for the years ended June 30, 2024 and 2023 are prepared pursuant to IFRS. As permitted by the rules of the SEC for foreign private issuers, we do not reconcile our financial statements to U.S. generally accepted accounting principles.
Overview
RoyaLand is a Bermuda holding company focused on creating an online and offline immersive, fantasy-based royalty-themed experience called myRoyal.World, primarily centered around a mobile-first massively multiplayer online role-playing game, or MMORPG, called TheRoyal.Land. We are actively focused on developing what we believe to be a novel, interactive and immersive game based on a player-empowered design. We plan to build proprietary digital avatars and provide opportunities to players to earn in-game reward currency, build virtual land, and own their online assets while enhancing all of these features with what we consider to be premium incremental in-game content.
We are developing TheRoyal.Land and myRoyal.World in collaboration with our founder, the Monaco-based grandson of the last King of Italy, Emanuele Filiberto di Savoia, who claims the titles of His Royal Highness, Prince of Venice, and Prince of Piedmont and is also referred to in this prospectus as the hereditary “Prince of Italy.” In addition, with the support of and affiliation with seven other royal families and families with legal, hereditary or historically based claims to royal positions in Russia, Albania, France, Bulgaria, Yugoslavia, Lesotho, and Mecklenburg collectively referred to as the Royal Families, TheRoyal.Land is intended to deliver this unique past-meets-future entertainment experience.
We believe that TheRoyal.Land will introduce the first historically inspired monarchy-based MMORPG, founded by the Prince of Italy and reinforced by the Royal Families.
Our objective is to connect and engage with players from around the world through royalty-themed entertainment by becoming a worldwide leader in the development, publishing, and distribution of high-quality interactive entertainment content and services, as well as related media, that deliver engaging entertainment experiences to our network of connected players on a year-round basis. Players, in their selected roles, will represent every part of TheRoyal.Land society. From the Artisans that guide the skilled trades of old to the Knights and Squires that guard the Realm. From Prisoner to Prince, each role will hold specific purposes, abilities, skills, chances for advancement, and adventures.
To that end, we expect to capitalize on the expanding video games market, with worldwide revenue expected to grow to approximately $282.3 billion in 2024 according to Statista, and the increased interest in the world of royalty, to expand our brand and our products worldwide (Statista, Video Games – Worldwide, November 2023).
We are currently in the development phase for TheRoyal.Land and myRoyal.World. On June 30, 2023, we entered into a project agreement with Neosperience S.p.A., or Neosperience, pursuant to which Neosperience will design and develop TheRoyal.Land using its proprietary technology. The first phase of the project agreement has already commenced. Neosperience plans to use its models to create complex and dynamic in-game environments and realistic and emotive characters and to assist with dynamically adjusting the difficulty level and game balance in real time based on player behavior and performance to keep the game challenging yet rewarding. For example, Neosperience’s technology is designed to imbue non-player characters, or NPCs, with various behaviors, which we believe makes them seem more lifelike and responsive thereby enhancing player immersion and creating a more engaging gameplay experience. Additionally, Neosperience intends to use advanced modeling and rendering techniques to create realistic player characters and NPCs that dynamically interact utilizing a full range of human-like emotions, reactions and movements giving them a depth of character which we believe is rarely seen in video games.
As of the date of this report, the expected cost to ready the game for beta version release is approximately $500,000 to $1 million. The pre-production playable beta version of TheRoyal.Land is expected to be released by mid-2026. Unforeseen delays in product development, turnover of resources and lack of capital may impact our delivery timeline. In addition, we have secured the domains, TheRoyaLand.online and TheRoyaLand.io, on which we expect to host TheRoyal.Land, and have finished website development for TheRoyal.Land. We are also in the early stages of discussions with media companies to develop myRoyal.World media assets for various streaming platforms. We plan to add additional internal resources to ensure the quality and timely delivery of TheRoyal.Land and myRoyal.World’s assets and experiences.
As we launch our initial products, our revenue will depend on our ability to successfully assemble an engaged community around TheRoyal.Land, who we believe will become long-term players of our mobile and online games. We expect that our future revenues will depend on our ability to monetize the game-playing environment of TheRoyal.Land, as well as potential ancillary products, services, and events.
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Our Historical Performance
The Company’s independent registered public accounting firm has expressed substantial doubt as to the Company’s ability to continue as a going concern. While we had cash of $78,784 and $261,476 as of December 31, 2024 and June 30, 2024, respectively, we have incurred net losses since our inception and had accumulated deficits of $2,688,769 as of December 31, 2024 and $2,089,387 as of June 30, 2024. We estimate we will be able to conduct our planned operations using currently available capital resources, including resources received from our April 2025 private placements, for the next eight to twelve months. However, in order to meet our growth expectations, we will need to raise funds beyond our current working capital balance in order to finance future development of TheRoyal.Land and myRoyal.World and meet any debt obligations until such time as future profitable revenues are achieved. We will seek to fund our operations through public offerings, including this offering, private equity offerings, debt financings, and government or other third-party funding. However, the Company may not be able to raise adequate funds for capital expenditures, working capital and other cash requirements from capital markets on acceptable terms, or at all. Advances from an officer or shareholder may likewise be unavailable. The Company’s failure to raise capital as and when needed and generate significantly higher revenues than operating expenses to achieve profitability would impact its going concern status and would have a negative impact on its financial condition and its ability to pursue its business strategy and continue as a going concern. For further discussion, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Going Concern”.
Recent Developments
Private Placements
In April 2025, we conducted a private placement of our Class B Common Shares and entered into a certain subscription agreement with an accredited investor as defined in Section 2(a)(15) of the Securities Act, and Rule 501 promulgated thereunder, in reliance upon the exemption contained in Section 4(a)(2) of the Securities Act, and Rule 506(b) of Regulation D promulgated thereunder, and applicable state securities laws. Pursuant to the agreement, we issued 500,000 Class B Common Shares at $1.00 per share for a total of $500,000. Boustead Securities, LLC, or Boustead, acted as placement agent in these private placements. Pursuant to our engagement letter agreement with Boustead, in addition to payments of a success fee of $35,000, or 7% of the total purchase price of the shares sold in the private placement, and a non-accountable expense allowance of $5,000, or 1% of the total purchase price of the shares sold in the private placement, we agreed to issue Boustead five-year warrants to purchase up to 35,000 Class B Common Shares in aggregate, exercisable on a cashless basis, with an exercise price of $1.00 per share, subject to adjustment.
Principal Factors Affecting Our Financial Performance
Our operating results are primarily affected by the following factors:
| ● | our ability to acquire and retain new customers and users; |
| ● | our ability to offer competitive pricing; |
| ● | our ability to broaden product or service offerings; |
| ● | industry demand and competition; |
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| ● | our ability to leverage technology and use and develop efficient processes; |
| ● | our ability to attract and retain talented employees and contractors; and |
| ● | market conditions and our market position. |
Results of Operations
Comparison of Six Months Ended December 31, 2024 and 2023
The following table sets forth key components of the interim consolidated results of operations of our Company for the six-month periods ended December 31, 2024 and 2023.
| Statements of Operations Data | Six Months Ended December 31, 2024 | % of Revenue | Six Months Ended December 31, 2023 | % of Revenue | ||||||||||||
| Revenue | - | N/A | - | N/A | ||||||||||||
| Cost of revenue | - | N/A | - | N/A | ||||||||||||
| General and administrative expenses | $ | 599,382 | N/A | 738,091 | N/A | |||||||||||
| Operating loss | (599,382 | ) | N/A | (738,091 | ) | N/A | ||||||||||
| Other income (expense) | - | N/A | - | N/A | ||||||||||||
| Loss before income taxes | (599,382 | ) | N/A | (738,091 | ) | N/A | ||||||||||
| Provision for income taxes | - | N/A | - | N/A | ||||||||||||
| Net loss | $ | (599,382 | ) | N/A | $ | (738,091 | ) | N/A | ||||||||
Revenue
For the six-month periods December 31, 2024 and 2023, no revenue was recorded.
General and Administrative Expenses
Our general and administrative expenses consisted of the following for the six-month periods ended December 31, 2024 and 2023:
| Six Months Ended December 31, 2024 | Six Months Ended December 31, 2023 | |||||||
| Product research and development - expenses associated with Neosperience agreement | $ | 277,364 | $ | 301,617 | ||||
| Legal and accounting | 186,811 | 258,831 | ||||||
| Consulting: | ||||||||
| Expenses associated with Skyline agreement | 24,903 | 30,000 | ||||||
| CFO and CTO consulting expenses | 65,781 | 72,719 | ||||||
| Other consulting expenses | 4,520 | 17,760 | ||||||
| Filing fees | 15,022 | 27,372 | ||||||
| Bad debts | - | 520 | ||||||
| Other | 24,981 | 29,272 | ||||||
| Total general and administrative expense | $ | 599,382 | $ | 738,091 | ||||
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During the six months ended December 31, 2023, we entered into agreements with Neosperience S.P.A. and Skyline Corporate Communications Group, LLC, both of which related to our effort to develop our MMORPG called TheRoyal.Land. Information concerning these agreements and the expenses related thereto is described in Note 4 to the accompanying interim condensed consolidated financial statements.
Expenses for our CFO and CTO were $65,781 for the six months ended December 31, 2024 compared to $72,719 for the comparable period in 2023. The reduction in expenses in the 2024 period resulted from lower out-of-pocket expense reimbursements.
The six months ended December 31, 2024 saw reductions in legal and accounting, filing fees, and other expenses compared to the same period in 2023. In November 2024, we became listed on the OTCQB and the reductions were principally the result of fewer filings with the SEC leading up to our listing. While our write off of deferred offering costs during the six months ended December 31, 2024 increased legal and accounting expense by $80,191, the reductions from fewer SEC filings more than offset the effects of the write off of deferred offering costs.
Operating and Net Loss
Our operating losses and net losses for the six months ended December 31, 2024 and 2023 were $599,382 and $738,091, respectively, and were a result of the factors described above.
Liquidity and Capital Resources
As of December 31, 2024, the Company had a consolidated cash balance of $78,784 and total assets of $90,839. As of June 30, 2024, we had a consolidated cash balance and total assets of $261,476 and $381,279, respectively. To date, we have financed our operations primarily through sales of our common shares.
Management has prepared estimates of operations and believes that sufficient funds will be generated from operations and equity financings to fund our operations for at least the next eight to twelve months. We have raised gross proceeds during the periods and in the amounts shown below:
| Gross Proceeds | ||||
| July 1, 2023 to December 31, 2023 | $ | 900,000 | ||
| January 1, 2024 to June 30, 2024 | 300,000 | |||
| July 1, 2024 to December 31, 2024 | - | |||
| Subsequent to December 31, 2024 | 500,000 | |||
If we are unable to raise additional funds, our currently available cash resources will be sufficient to fund our operations for at least the next eight to twelve months. The Company’s founders have verbally agreed to support the Company if there is any deficit until the funds are raised. In the future, we may require additional cash resources due to changing business conditions, implementation of our strategy to expand our business, or other investments or acquisitions we may decide to pursue. If our own financial resources are insufficient to satisfy our capital requirements, we may seek to sell additional equity or debt securities or obtain additional credit facilities. The sale of additional equity securities could result in dilution to our shareholders. The incurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financial covenants that would restrict our operations. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at all, could limit our ability to expand our business operations and could harm our overall business prospects.
The accompanying interim condensed consolidated financial statements have been prepared on a going concern basis under which we are expected to be able to realize our assets and satisfy our liabilities in the normal course of business.
Going Concern
The accompanying interim condensed consolidated financial statements for the Company have been prepared assuming that we will continue as a going concern. However, our independent registered public accounting firm has expressed substantial doubt as to the Company’s ability to continue as a going concern. We have incurred net losses since our inception, and as of December 31, 2024, we had cash of $78,784 and an accumulated deficit of $2,688,769. As a result, there is substantial doubt about the Company’s ability to continue as a going concern.
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Our ability to continue as a going concern is dependent upon our ability to generate profitable operations in the future and/or obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Management has plans to seek additional capital through public offerings, including this offering, private equity offerings, debt financings, and government or other third-party funding. These plans, if successful, will mitigate the factors which raise substantial doubt about our ability to continue as a going concern.
However, the sale of additional equity securities could result in dilution to our shareholders. The incurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financial covenants that would restrict our operations. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at all, could limit our ability to expand our business operations and could harm our overall business prospects.
Summary of Cash Flow
The following tables provide detailed information about our net cash flow for all financial statement periods presented in this prospectus.
Six Months Ended December 31, 2024 and 2023
The following table sets forth key components of our Company’s cash flow during the six-month periods ended December 31, 2024 and 2023.
| Six Months Ended December 31, 2024 | Six Months Ended December 31, 2023 | |||||||
| Net cash used in operating activities: | ||||||||
| Net loss | $ | (599,382 | ) | $ | (738,091 | ) | ||
| Non-cash items – stock option expense | 8,333 | - | ||||||
| Change in working capital items | 316,479 | 165,715 | ||||||
| Net cash used in operating activities | (274,570 | ) | (572,376 | ) | ||||
| Net cash provided by (used in) investing activities | - | - | ||||||
| Net cash provided by (used in) financing activities | 89,804 | 693,109 | ||||||
| Net increase (decrease) in cash | (184,766 | ) | 120,733 | |||||
| Foreign currency translation adjustment | 2,074 | (588 | ) | |||||
| Cash, beginning of period | 261,476 | 134,543 | ||||||
| Cash, end of period | 78,784 | 254,688 | ||||||
During the six months ended December 31, 2024 and 2023, our net cash used in operations was $274,570 and $572,376, respectively. The reduction in net cash used was partly the result of a reduction in our net loss of $138,709. In addition, difference in the change in working capital items between the two periods of $150,764, mainly from an increase in accounts payable/accrued liabilities, added to the reduction in net cash used in operations.
During the six months ended December 31, 2024 and 2023, there was no net cash provided by (used in) investing activities.
During the six months ended December 31, 2024, net cash provided by financing activities was caused by the reduction of deferred offering costs, which was written off as of December 31, 2024. In the six-month period ended December 31, 2023, net cash provided by financing activities mainly resulted from net proceeds from the sale of the Company’s Class B common shares totaling $715,820 partially offset by deferred offering costs of $20,835 and repayment to related parties of $1,876.
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Contractual Obligations
None
Capital Expenditures
None
Lease Commitments
None
Contingencies
We are currently not a defendant in any material legal proceedings, investigation, or claims.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Quantitative and Qualitative Disclosures about Market Risk
Risk Management Overview
Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily the result of fluctuations in foreign exchange rates as well as, to a lesser extent, inflation and credit and concentration risks. This note provides information about our exposure to each of these risks, our objectives, policies and processes for measuring and managing risk. Further quantitative disclosures are included throughout these consolidated financial statements.
Financial Risk Factors
We believe our activities do not expose us to any market, credit or liquidity risk.
Critical Accounting Policies and Estimates
The following discussion relates to critical accounting policies for our company. The preparation of financial statements in conformity with IFRS requires our management to make assumptions, estimates and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operation. Critical accounting policies are those that are most important to the portrayal of our financial condition and results of operations and require management’s difficult, subjective, or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments. We believe the following critical accounting policies involve the most significant estimates and judgments used in the preparation of our financial statements:
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Use of Estimates and Judgments
The preparation of financial statements in conformity with IFRS requires management to make estimates, judgements and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, revenues, and expenses during the period. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Areas in which management has made critical judgments in the process of applying accounting policies and that have the most significant effect on the amounts recognized in the consolidated financial statements include the determination of our Company’s functional currencies and the collectability of our accounts receivable and other current assets. Information about key assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment to the carrying amount of assets and liabilities within the next financial year are included in the notes to the financial statements included with this prospectus.
Fair Value of Financial Instruments
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of our Company. Unobservable inputs are inputs that reflect our Company’s assumptions about the factors that market participants would use in valuing the asset or liability. The fair value hierarchy consists of the following three levels of inputs that may be used to measure fair value:
| Level 1 | — |
Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
| |||
| Level 2 | — |
Inputs other than quoted prices included in Level 1 that are observable in the marketplace either directly (i.e., as prices) or indirectly (i.e., derived from prices).
| |||
| Level 3 | — | Unobservable inputs which are supported by little or no market activity. |
Revenue Recognition
We recognize revenue in OAPLT under the guidance of IFRS 15, Revenue from Contracts with Customers. Under this guidance, revenue is recognized upon the application of the following steps:
| 1. | Identification of the contract with a customer; |
| 2. | Identification of the performance obligations in the contract; |
| 3. | Determination of the transaction price; |
| 4. | Allocation of the transaction price to the performance obligations in the contract; and |
| 5. | Recognition of revenue when, or as, the performance obligation is satisfied. |
Our revenue arrangements with customers predominantly involve a single performance obligation related to the creation and delivery of apps, websites, the hosting of web products and the provision of services in relation thereto. A payment obligation is established at the time we transfer control of the product or service to the customer.
We exclude from the measurement of each transaction price, if applicable, all taxes imposed on and concurrent with a specific revenue-producing transaction and collected by us from a customer. Such taxes collected are included in accounts payable on the balance sheets as they would ultimately be remitted to governmental authorities.
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Income Taxes
Income tax expense comprises current and deferred taxes. Current taxes and deferred taxes are recognized in profit or loss except to the extent that they relate to a business combination, or items recognized directly in equity or in other comprehensive loss.
Current taxes are the expected tax receivable or payable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax receivable or payable in respect of previous years. Deferred taxes are recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.
Deferred taxes are not recognized for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future.
In addition, deferred taxes are not recognized for taxable temporary differences arising on the initial recognition of goodwill. Deferred taxes are measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the tax laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax assets and liabilities, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax assets and liabilities on a net basis or their tax assets and liabilities will be realized simultaneously. A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.
Net Income/Loss Per Share
We compute net income (loss) per share, or EPS for our shares. Under the provisions of IAS 33, Earnings per Share, basic EPS is calculated by dividing the profit or loss attributable to our capital shareholders by the weighted average number of capital shares outstanding during the period. Diluted EPS is computed similar to basic EPS except that the weighted average shares outstanding are increased to include additional shares for the assumed exercise of any exercisable instruments, if dilutive. The number of additional shares is calculated by assuming that outstanding exercisable instruments were exercised and that the proceeds from such exercise were used to acquire capital shares at the average market price during the reporting periods. As of December 31, 2024 and 2023, we had no potentially dilutive shares.
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