RoyaLand Co Ltd 6-K/A, filed Jul 14, 2026
RoyaLand Co Ltd. (RLNDF)
About this 6-K/A
RoyaLand Co Ltd filed this 6-K/A on July 14, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1 to
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of July 2026.
Commission File Number 000-56699
THE ROYALAND COMPANY LTD.
(Translation of registrant’s name into English)
Richmond House
12 Par-la-Ville Road
Hamilton HM 08
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. is filing this amendment to correct the reporting date appearing on the Securities and Exchange Commission's EDGAR system from July 8, 2026 to December 31, 2025 consistent with the reporting period for the financial statements contained herein.
| 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: July 14, 2026 | By: | /s/ Emanuele Filiberto di Savoia |
| Name: | Emanuele Filiberto di Savoia | |
| Title: | Chief Executive Officer | |
| 2 |
Exhibit 99.1
THE ROYALAND COMPANY LTD.
TABLE OF CONTENTS
| 1 |
THE ROYALAND COMPANY LTD.
INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
(in US Dollars)
December 31, (Unaudited) | June 30, 2025 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | 31,710 | $ | 225,161 | ||||
| Prepaid expenses | 12,015 | 10,530 | ||||||
| Current assets of discontinued operations | 6,392 | 1,621 | ||||||
| Total current assets | 50,117 | 237,312 | ||||||
| Total assets | $ | 50,117 | $ | 237,312 | ||||
| LIABILITIES AND SHAREHOLDERS’ DEFICIT | ||||||||
| Shareholders’ deficit: | ||||||||
| Preference shares, par value $0.0002 per share, 50,000,000 shares authorized; no shares issued and outstanding as of December 31, 2025 and June 30, 2025 | $ | — | $ | — | ||||
| Common shares – Class A, par value $0.0002 per share, 20,000,000 shares authorized; 9,400,000 shares issued and outstanding as of December 31, 2025 and June 30, 2025 | 1,880 | 1,880 | ||||||
| Common shares – Class B, par value $0.0002 per share, 430,000,000 shares authorized; 5,575,000 and 4,975,000 shares issued and outstanding as of December 31, 2025 and June 30, 2025 | 1,115 | 995 | ||||||
| Additional paid-in capital | 3,150,062 | 2,541,849 | ||||||
| Subscription receivable | (200 | ) | (200 | ) | ||||
| Other comprehensive loss | (749 | ) | (129 | ) | ||||
| Accumulated deficit | (3,493,895 | ) | (2,863,410 | ) | ||||
| Total shareholders’ deficit | (341,786 | ) | (319,015 | ) | ||||
| Current liabilities: | ||||||||
| Accrued legal and accounting | 283,143 | 296,626 | ||||||
| Accrued consulting | 80,426 | 230,169 | ||||||
| Other accounts payable and accrued liabilities | 9,706 | 7,010 | ||||||
| Due to related parties | 12,321 | 11,821 | ||||||
| Current liabilities of discontinued operations | 6,307 | 10,701 | ||||||
| Total current liabilities | 391,903 | 556,327 | ||||||
| Total liabilities | 391,903 | 556,327 | ||||||
| Total liabilities and shareholders’ deficit | $ | 50,117 | $ | 237,312 | ||||
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, 2025 to December 31, 2025 | For the Period July 1, 2024 to December 31, 2024 | |||||||
| CONTINUING OPERATIONS | ||||||||
| Net revenues | $ | — | $ | — | ||||
| Operating expenses: | ||||||||
| Product research and development | — | 277,364 | ||||||
| Legal and accounting | 101,540 | 184,969 | ||||||
| Consulting | 65,261 | 95,204 | ||||||
| Director fees (includes share compensation of $100,000 in the period July 1, 2025 to December 31, 2025) | 100,500 | — | ||||||
| Filing fees | 14,716 | 15,022 | ||||||
| Other | 15,580 | 24,732 | ||||||
| Total operating expenses | 297,597 | 597,291 | ||||||
| Operating loss from continuing operations | (297,597 | ) | (597,291 | ) | ||||
| Other expense – loss on extinguishment of debt | (332,000 | ) | — | |||||
| Loss before income taxes from continuing operations | (629,597 | ) | (597,291 | ) | ||||
| Provision (benefit) for income taxes | — | — | ||||||
| Net loss from continuing operations | (629,597 | ) | (597,291 | ) | ||||
| Loss from discontinued operations, net of tax | (888 | ) | (2,091 | ) | ||||
| Net loss | $ | (630,485 | ) | $ | (599,382 | ) | ||
| Other Comprehensive Income (Loss): | ||||||||
| Currency Translation Adjustment | (620 | ) | 2,074 | |||||
| Comprehensive loss | $ | (631,105 | ) | $ | (597,308 | ) | ||
| Weighted average common shares outstanding – basic and diluted | 14,839,674 | 13,875,000 | ||||||
| Weighted average net loss per common share: | ||||||||
| Continuing operations – basic and diluted | $ | (0.04 | ) | $ | (0.04 | ) | ||
| Discontinued operations – basic and diluted | (0.00 | ) | (0.00 | ) | ||||
| Net loss – basic and diluted | $ | (0.04 | ) | $ | (0.04 | ) | ||
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 | Additional
Paid-In | Subscription | Other
Comprehensive | Accumulated | Total
Shareholders’ | |||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Receivable | Loss | Deficit | Deficit | ||||||||||||||||||||||||||||||||||
| Balance – June 30, 2025 | – | $ | – | 9,400,000 | $ | 1,880 | 4,975,000 | $ | 995 | $ | 2,541,849 | (200 | ) | (129 | ) | (2,863,410 | ) | (319,015 | ) | |||||||||||||||||||||||||
| Shares issued to Director for services | – | – | – | – | 100,000 | 20 | 99,980 | – | – | – | 100,000 | |||||||||||||||||||||||||||||||||
| Shares issued for services and settlement of debt | – | – | – | – | 500,000 | 100 | 499,900 | – | – | – | 500,000 | |||||||||||||||||||||||||||||||||
| Share option expense | – | – | – | – | – | – | 8,333 | – | – | 8,333 | ||||||||||||||||||||||||||||||||||
| Currency translation adjustment | – | – | – | – | – | – | – | – | (620 | ) | – | (620 | ) | |||||||||||||||||||||||||||||||
| Net loss – continuing operations | – | – | – | – | – | – | – | – | – | (629,597 | ) | (629,597 | ) | |||||||||||||||||||||||||||||||
| Net loss – discontinued operations | – | – | – | – | – | – | – | – | – | (888 | ) | (888 | ) | |||||||||||||||||||||||||||||||
| Balance – December 31, 2025 | – | $ | – | 9,400,000 | $ | 1,880 | 5,575,000 | $ | 1,115 | $ | 3,150,062 | (200 | ) | (749 | ) | (3,493,895 | ) | (341,786 | ) | |||||||||||||||||||||||||
| Preference Shares | Common Shares Class A | Common Shares Class B | Additional
Paid-In | Subscription | Other
Comprehensive | Accumulated | Total
Shareholders’ | |||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Receivable | Loss | Deficit | Deficit | ||||||||||||||||||||||||||||||||||
| Balance – June 30, 2024 | – | $ | – | 9,400,000 | $ | 1,880 | 4,475,000 | $ | 895 | $ | 2,072,809 | (200 | ) | $ | 643 | (2,089,387 | ) | (13,360 | ) | |||||||||||||||||||||||||
| Currency translation adjustment | – | – | – | – | – | – | – | – | 2,074 | – | 2,074 | |||||||||||||||||||||||||||||||||
| Share option expense | – | – | – | – | – | – | 8,333 | – | – | – | 8,333 | |||||||||||||||||||||||||||||||||
| Net loss – continuing operations | – | – | – | – | – | – | – | – | – | (597,291 | ) | (597,291 | ) | |||||||||||||||||||||||||||||||
| Net loss – discontinued operations | – | – | – | – | – | – | – | – | – | (2,091 | ) | (2,091 | ) | |||||||||||||||||||||||||||||||
| Balance – December 31, 2024 | – | $ | – | 9,400,000 | $ | 1,880 | 4,475,000 | $ | 895 | $ | 2,081,142 | (200 | ) | $ | 2,717 | (2,688,769 | ) | (602,335 | ) | |||||||||||||||||||||||||
See accompanying Notes to the Interim Condensed Consolidated Financial Statements
| 4 |
THE ROYALAND COMPANY LTD.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in US Dollars)
(Unaudited)
| For the Period July 1, 2025 to December 31, 2025 | For the Period July 1, 2024 to December 31, 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss from discontinued operations | $ | (888 | ) | $ | (2,091 | ) | ||
| Net loss from continuing operations | (629,597 | ) | (597,291 | ) | ||||
| Adjustment to net loss for items not involving cash: | ||||||||
| Share option expense | 8,333 | 8,333 | ||||||
| Share-based compensation expense | 142,000 | — | ||||||
| Loss on extinguishment of debt | 332,000 | — | ||||||
| Changes in operating assets/liabilities: | ||||||||
| Prepaid expenses | (1,485 | ) | 18,300 | |||||
| Accounts payable and accrued liabilities | (34,530 | ) | 296,123 | |||||
| Due to related parties | 500 | 500 | ||||||
| Net asset of discontinued operations | (9,165 | ) | 1,675 | |||||
| Net cash used in operating activities | (192,832 | ) | (274,451 | ) | ||||
| Continuing operations | (182,779 | ) | (274,035 | ) | ||||
| Discontinued operations | (10,053 | ) | (416 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Deferred offering costs | — | 89,804 | ||||||
| Net cash provided by financing activities | — | 89,804 | ||||||
| Net change in cash | (192,832 | ) | (184,647 | ) | ||||
| Currency translation adjustment | (619 | ) | 2,074 | |||||
| Cash, beginning of period | 225,161 | 259,365 | ||||||
| Cash, end of period | $ | 31,710 | $ | 76,792 | ||||
| Supplemental disclosures of cash flow information: | ||||||||
| Cash paid during the period for: | ||||||||
| Interest | $ | — | $ | — | ||||
| Taxes | $ | — | $ | — | ||||
| Supplemental disclosures of non-cash investing and financing activities: | ||||||||
| Shares issued on settlement of accounts payable | $ | 500,000 | $ | — | ||||
See accompanying Notes to the Interim Condensed Consolidated Financial Statements
| 5 |
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 “our”), which is an exempted company limited by shares, was incorporated on October 18, 2022 under the laws of Bermuda. Under our bye-laws, we are authorized to issue 50,000,000 undesignated preference shares, 20,000,000 Class A Common Shares and 430,000,000 Class B Common Shares. Concurrent with our formation, we issued 650,000 Class A Common Shares to our Chief Executive Officer (“CEO”), the majority owner, and 350,000 Class B Common Shares to two other individuals at an issue price of $0.0002 per share, their par, for a total consideration of $200.
On November 28, 2022, we acquired RoyaLand Company (“RoyaLand Company”), a Nevada corporation formed on October 18, 2022, through a share exchange agreement (the ”SEA”). The SEA was determined to be a common control acquisition as both entities were controlled by our CEO both before and after the acquisition.
On November 29, 2022, we acquired 100% of the issued and outstanding shares of OAPLT in a transaction accounted for as a business combination. OAPLT is a French joint stock company formed on November 24, 2017, whose main activities consist of the conception, development and management of a digital and artistic creation studio, and include the creation of apps, websites, the hosting of web products and the provision of services in relation thereto. During the six months ended December 31, 2025, we determined that OAPLT no longer fit into the long-range plans for our business and discontinued its operations. See Note 3 for further information.
On May 27, 2026, we acquired 90% of the share capital of Savoia 1908 Football Club S.r.l., the owner of Savoia 1908 FC, an Italian football club recently promoted from Serie D to the professional league Serie C (“Savoia 1908”). The 10% owner, from which we purchased the 90% stake, is CRH Royalty S.r.l. (“CRH”). CRH is 24% owned by our CEO and Director, Prince Emanuele Filiberto di Savoia, the grandson of the last King of Italy. The purchase price was five million of our Class B Common Shares, par value $0.0002 per share (“Class B Shares”) to CRH and two million of our Class B Common Shares to Savoia 1908 for a total purchase price of seven million of our Class B Common Shares.
Accordingly, as of the date of this report, we operate in two business segments: (i) professional football club ownership and related sports operations and (ii) digital entertainment and gaming.
Professional Football Club Ownership
Savoia 1908 FC is one of the oldest clubs in Italian football, representing a historic brand — it is officially authorized to use the historic coat of arms of the Italian Royal Family, the House of Savoy, a symbol deeply linked to national history. We believe that the Savoy name and symbol's recognition creates a potential audience for Savoia 1908 FC which is greater than that of many local-only Serie A clubs.
Savoia 1908 FC was acquired by CRH in 2023 and since that time has been restructured, brought under professional management, and had its brand refreshed under the leadership of Prince Emanuele Filiberto di Savoia. As a result, Savoia 1908 FC is coming out of a successful 2025/2026 season with a first-place finish in its division. It has been promoted to Serie C for the 2026/27 season beginning in August 2026, which we believe can be the beginning of a move to even higher leagues. As part of its brand refresh, Savoia 1908 FC has also established an eSports team competing in EA Sports FC™ online matches, currently undefeated in all six of its competitions.
In addition, Savoia 1908 FC is already attracting significant new sponsorships, including Nike, commencing as of July 1, 2026. It also has a youth football academy, which we intend to further develop as a cornerstone of Savoia 1908 FC's long-term strategy. The academy currently fields eleven teams across age categories ranging from Under 8 to Under 19, with more than 250 young athletes training and competing at the Club's facilities in the Naples area. Beyond competitive sport, the academy fulfills a vital social mission. The territory in which Savoia 1908 FC operates is an area historically challenged by organized crime, including the Camorra. The Club and its new ownership are firmly committed to offering young people a positive, structured, and value-driven environment, providing them not only with athletic development but with a sense of belonging, discipline, and opportunity that serves as a genuine alternative to the criminal networks that have long burdened this community.
| 6 |
Digital Entertainment and Gaming (The RoyaLand)
TheRoyaLand game has been in development since mid-2023. In May 2023, we entered into a contract with Neosperince S.p.A. to continue the development of the game We have completed the development of the vertical slice or the pre-production playable beta version of TheRoyal.Land. 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 currently evaluating development alternatives and proposals for the next phase of production and commercialization. We may supplement internal development resources with third-party contractors and strategic partners to support game development, content creation, and technology implementation.
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.
We are evaluating the development of a mobile augmented reality (“AR”) companion application designed to engage prospective users, build momentum, generate revenues and cultivate a community of players before the full game release. We believe that a mobile application with AR capabilities is consistent with market trends towards a growing interest in historical gaming and growing demand for content that blends learning and entertainment. We believe that cultural tourism gamification is a growing market and AR location-based mechanics of our planned app can promote exploration among a target audience in the 18 to 45 demographic who are tech savvy, global minded, interested in history and culture and value immersive learning and short form gameplay. The AR companion app and mobile games can be developed at a fraction of the cost of the full game and within a shorter period of time. We plan to balance a freemium business model with optional premium features and content offerings.
We are also evaluating opportunities to acquire or develop additional royalty-themed mobile gaming products that could generate user engagement, expand brand awareness, and establish recurring revenue streams before the commercial release of TheRoyal.Land.
As of the date of this report, TheRoyal.Land remains in development and has not commenced commercial operations. We continue to focus on product development, strategic partnerships, intellectual property expansion, user acquisition planning, and capital formation activities to support future growth.
| 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 RoyaLand Ltd. and its wholly owned subsidiaries, Royaland Company and OAPLT. All intercompany transactions and balances have been eliminated. The SEA was accounted for as a common control acquisition while the acquisition of OAPLT was accounted for as a business combination.
Functional and Presentation Currency
The accompanying financial statements are prepared in the U.S. dollar, which is RoyaLand Ltd.’s functional currency. RoyaLand Company’s functional currency is the U.S. dollar and OAPLT’s functional currency is the euro. All financial information has been rounded to the nearest dollar except if indicated otherwise.
| 7 |
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 $3,493,895 as of December 31, 2025. The continuation of our Company as a going concern is dependent upon our ability to raise additional funds and/or through the attainment of profitable operations. There are no assurances that we will be successful in obtaining sufficient capital to continue as a going concern.
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 continue to 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, we utilize 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 shareholders’ equity. Foreign currency transaction gains and losses are included in the results of operations. |
Use of Estimates
The preparation of the consolidated 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 interim condensed consolidated financial statements include the determination of our Company’s functional currencies and the realization of our 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.
| 8 |
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, 2025 and June 30, 2025 were $31,710 and $225,161, respectively.
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.
Fair Value Hierarchy of liabilities that are recognized and measured at fair value in the financial statements as of December 31, 2025 and June 30, 2025 (level 3 inputs are not applicable):
| Fair
Value Measurement Using | ||||||||
| Level 1 | Level 2 | |||||||
| LIABILITIES | ||||||||
| December 31, 2025: | ||||||||
| Due to related parties – recognized at fair value (1) | $ | — | $ | 12,321 | ||||
| June 30, 2025: | ||||||||
| Due to related parties – recognized at fair value (1) | $ | — | $ | 11,821 | ||||
| (1) | The amounts due to related parties contain no interest provision. Any imputed interest is immaterial. |
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 our 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 during the years ended June 30, 2025 and 2024, we currently 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.
| 9 |
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 5 under the caption Boustead Agreement. During the six months ended December 31, 2024, we charged the deferred offering costs of $89,803 to operations as the planned offering had not taken place and there was and is still no clear timeline as to when an offering will be made. The write-off of deferred offering costs was made to the following expense categories: legal and accounting $80,191; all other cost categories $9,613.
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, 2025 and December 31, 2024, there were 1,448,750 and 1,413,750, respectively, potential common share equivalents excluded from the diluted loss per share calculations. Because our Company has reported a net loss for each of the periods presented in the accompanying financial statements, the effect of the common share equivalents on diluted loss per share would be anti-dilutive, and therefore the diluted loss per share is the same as the basic loss per share.
The table below presents the computation of the basic and diluted loss per share for the periods July 1, 2025 to December 31, 2025 and July 1, 2024 to December 31, 2024:
| Period
July 1, 2025 to December 31, 2025 | Period
July 1, 2024 to December 31, 2024 | |||||||||||||||
| Class
A Common Shares | Class
B Common Shares | Class
A Common Shares | Class
B Common Shares | |||||||||||||
| Numerator: | ||||||||||||||||
| Loss from continuing operations | $ | (629,597 | ) | $ | (629,597 | ) | $ | (597,291 | ) | $ | (597,291 | ) | ||||
| Loss from discontinued operations | (888 | ) | (888 | ) | (2,091 | ) | (2,091 | ) | ||||||||
| Net loss | (630,485 | ) | (630,485 | ) | (599,382 | ) | (599,382 | ) | ||||||||
| Loss allocated between Class A and Class B common shares: | ||||||||||||||||
| Loss from continuing operations | (398,810 | ) | (230,787 | ) | (404,651 | ) | (192,640 | ) | ||||||||
| Loss from discontinued operations | (563 | ) | (325 | ) | (1,417 | ) | (674 | ) | ||||||||
| Net loss | (399,373 | ) | (231,112 | ) | (406,068 | ) | (193,314 | ) | ||||||||
| Denominator: | ||||||||||||||||
| Weighted average common shares outstanding — basic | 9,400,000 | 5,439,674 | 9,400,000 | 4,475,000 | ||||||||||||
| Dilutive common share equivalents | - | - | - | - | ||||||||||||
| Weighted average common shares outstanding — diluted | 9,400,000 | 5,439,674 | 9,400,000 | 4,475,000 | ||||||||||||
| Loss per share: | ||||||||||||||||
| Continuing operations – basic and diluted | $ | (0.04 | ) | $ | (0.04 | ) | $ | (0.04 | ) | $ | (0.04 | ) | ||||
| Discontinued operations – basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||
| Net loss – basic and diluted | $ | (0.04 | ) | $ | (0.04 | ) | $ | (0.04 | ) | $ | (0.04 | ) | ||||
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.
| 10 |
| 3. | Disposal of OAPLT |
As disclosed in Note 1, during the six months ended December 31, 2025, we discontinued the operations of OAPLT. The table below details the assets and liabilities of OAPLT classified as discontinued operations for the periods presented.
| December
31, 2025 | June
30, 2025 | |||||||
| ASSETS: | ||||||||
| Cash | $ | 1,393 | $ | 1,621 | ||||
| Receivables | 4,999 | |||||||
| $ | 6,392 | $ | 1,621 | |||||
| LIABILITIES: | ||||||||
| Accounts payable and accrued liabilities | $ | 6,307 | 8,968 | |||||
| Other current liabilities | 1,733 | |||||||
| $ | 6,307 | $ | 10,701 | |||||
The table below details the statements of operations of OAPLT classified as discontinued operations for the periods presented.
| For
the Period July 1, 2025 to December 31, 2025 | For
the Period July 1, 2024 to December 31, 2024 | |||||||
| OPERATING EXPENSES: | ||||||||
| Legal and accounting | $ | 678 | $ | 1,841 | ||||
| Other | 210 | 250 | ||||||
| Loss from discontinued operations | $ | 888 | $ | 2,091 | ||||
| 4. | Related Party Transactions |
Amounts due to related parties as of December 31, 2025 and June 30, 2025 consist of:
| December
31, 2025 | June
30, 2025 | |||||||
| Daniel McClory, Executive Chairman and Director | $ | 10,580 | $ | 10,580 | ||||
| Alberto Libanori, Director | 1,741 | 1,241 | ||||||
| $ | 12,321 | $ | 11,821 | |||||
From time to time, our officers and shareholders have made advances to us which we have recorded as Due to Related Parties. The amounts due to related parties shown in the above table carry no interest and are due on demand. Imputed interest is immaterial.
On April 23, 2024, we entered into an independent director agreement with Alberto Libanori and agreed to compensate Mr. Libanori $1,000 per year for his services. During the six-month periods ended December 31, 2025 and 2024, we recorded general and administrative expenses of $500 and $500, respectively in connection with this agreement. All amounts due to Mr. Libanori are accrued and unpaid as of December 31, 2025.
| 5. | Agreements |
Director Agreement
On August 6, 2025, we entered into an Independent Director Agreement with Mike Gatto under which Mr. Gatto agreed to serve as a director of our Company. In connection with Mr. Gatto’s service, we agreed to issue him 100,000 shares of our Class B Common Shares, which are immediately vested. We valued the shares at their fair market of $1.00 per share based on recent arms-length sales of our Class B Common Shares and recorded a general and administrative expense of $100,000 during the six months ended December 31, 2025.
| 11 |
Debt Settlement Agreement
On August 11, 2025, we entered into an Acknowledgement and Release with Soheil Raissi, our Chief Technology Officer. Under the agreement, we issued Mr. Raissi 500,000 shares of our Class B Common Shares for (a) $126,000 owed and unpaid to Mr. Raissi through June 30, 2025 and for (b) Mr. Raissi to continue to serve as our Chief Technology Officer through December 31, 2025. We valued the shares at their fair market of $1.00 per share, or $500,000, based on recent arms-length sales of our Class B Common Shares. During the six months ended December 31, 2025, we recorded the following:
| 1. | A general and administrative expense of $42,000 representing Mr. Raissi’s compensation for serving as our Chief Technology Officer for the period July 1, 2025 through December 31, 2025. | |
| 2. | A loss on extinguishment of debt of $332,000 representing the excess of the remaining value of the Class B Common Shares issued to Mr. Raissi over the amount owed to him as of June 30, 2025. |
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 (7%) of the transaction amount and a non-accountable expense allowance equal to one percent (1%) of the transaction amount. In addition, we agreed to issue warrants equal to seven percent (7%) of the transaction amount. On August 10, 2023, we entered into an amendment to the agreement removing all references to “IPO” or “initial public offering” in the agreement and stating that Boustead would not serve or act as a managing underwriter or in any similar capacity with the IPO, either as underwriter or otherwise, and will not be, and has not been, engaged to “participate” in connection with the IPO.
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 €625,000 to €675,000, the exact amount to be determined after completion of phase four of the Project. The agreement specifies that €275,000, which represents payments for the research phase of the Project, shall be paid on certain dates through September 5, 2023, and that the remaining amount will be split into five milestones, payable on the completion of each milestone.
Through December 31, 2025, we have incurred a total expense of $690,896 in connection with our agreement with Neosperience. This amount includes payments totaling $301,617 covering the research phase of the Project and payments of $389,279 for milestones reached in the development phase through December 31, 2025. Following the guidance of IAS 38 Intangible Assets, we have expensed all costs incurred to date for the Project. The guidance requires that costs incurred in the research phase be expensed. In addition, we determined that costs incurred in the development phase should be expensed, as not all six criteria for capitalization of these costs under the guidance have been met. Amounts expensed during the six-month periods ended December 31, 2025 and 2024 amounted to zero and $277,364, respectively.
We are currently evaluating development alternatives and proposals for the next phase of production and commercialization. We may supplement internal development resources with third-party contractors and strategic partners to support game development, content creation, and technology implementation.
| 12 |
Skyline Agreement
In July 2023, we entered into an investor relations services agreement with Skyline Corporate Communications Group. The agreement had a term of twelve (12) months and was automatically renewable unless cancelled within 60 days of the termination date. Under the agreement, Skyline agreed to provide corporate communications advisory services as well as other investor relations services described in the agreement. We agreed to compensate Skyline based on the types of services provided.
In the fourth quarter of calendar 2023, Skyline agreed to postpone any further payments due to them under the agreement and instead utilize their services on an as-needed basis. During the six-month periods ended December 31, 2025 and 2024, we recorded operating expenses of zero and $24,903, respectively, in connection with our arrangement with Skyline.
| 6. | Capital Shares |
Preference Shares
We are authorized to issue 50,000,000 undesignated shares, par value of $0.0002 each. Our board of directors has the authority to determine the rights, preferences and designations of each series of preference shares to be issued including voting powers, dividend rights, conversion rights, and redemption/liquidation privileges, all as permitted by Bermuda law and our bye-laws. As of December 31, 2025, no series of preference shares has been designated by our board of directors and no preference shares have been issued.
Common Shares
We are authorized to issue 450,000,000 common shares, par value $0.0002 each and have designated two series of common shares whose rights are described below:
Class A Common Shares – we have designated and authorized 20,000,000 Class A Common Shares. Each Class A Common Share is entitled to 20 votes on all matters subject to a vote of shareholders and to such dividends as our board of directors may from time to time declare. Each Class A Common Share may be converted at any time into one (1) Class B Common Share. There are 9,400,000 Class A Common Shares issued and outstanding at December 31, 2025, 6,000,000 of which are owned by our CEO.
Class B Common Shares – we have designated and authorized 430,000,000 Class B Common Shares. Each Class B Common Share is entitled to one (1) vote on all matters subject to a vote of shareholders. There are 5,575,000 Class B Common Shares issued and outstanding as of December 31, 2025.
Share Option
On May 20, 2024, we granted an option to purchase 50,000 Class B Common Shares to Alberto Libanori, a director of our Company. The option is exercisable at $2.00 per share and expires seven (7) years from the date of grant. The option vests over a three-year period at a rate of 1/3 of the shares per year on each yearly anniversary of the grant date.
We valued the share option at $50,000 using the Black-Scholes option pricing model and are recording a general and administrative expense ratably over the three-year vesting period. For the six months ended December 31, 2024, we recorded an expense of $8,333. The range of assumptions used in determining the fair value of the share option was as follows:
| Expected term in years | 7 years | |||
| Risk-free interest rate | 4.44% | |||
| Annual expected volatility | 300.0% | |||
| Dividend yield | 0.005 |
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.
| 13 |
Volatility: We estimate the expected volatility of the share price based on the corresponding volatility of our historical share price and other factors.
Dividend yield: We use a 0% expected dividend yield as we have not paid dividends to date and do not anticipate declaring dividends in the near future.
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, 2025 is as follows:
| Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life in Years | Aggregate Intrinsic Value | |||||||||||||
| Outstanding, June 30, 2025 | 50,000 | $ | 2.00 | |||||||||||||
| Activity during the six months ended December 31, 2025 | — | — | ||||||||||||||
| Outstanding, December 31, 2025 | 50,000 | 2.00 | ||||||||||||||
| Exercisable, end of period | 16,667 | $ | — | 5.4 | $ | 0 | ||||||||||
Warrants
In prior periods, we issued the following warrants:
| 1. | Warrants to purchase a total of 148,750 Class B Common Shares to Boustead (the “Boustead Warrants”) in connection with the agreement discussed in Note 5. Each warrant has a term of five years, an exercise price of $1.00 per share, and is exercisable immediately on the grant date. The Boustead Warrants expire at dates ranging from March 2028 to April 2030. | |
| 2. | Warrants to purchase a total of 1,250,000 shares of Class B Common Shares to several investors (the “Investor Warrants”) in connection with private placements during the six months ended June 30, 2024 of units of securities consisting of Class B Common Shares along with the warrants. Each warrant has a term of three years, an exercise price of $1.00 per share, and is exercisable immediately on the grant date. The Investor Warrants expire in July 2026. |
Activity related to the warrants for the six months ended December 31, 2025 is as follows:
| Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life in Years | Aggregate Intrinsic Value | |||||||||||||
| Outstanding, June 30, 2025: | ||||||||||||||||
| Boustead Warrants | 148,750 | $ | 1.00 | |||||||||||||
| Investor Warrants | 1,250,000 | $ | 1.00 | |||||||||||||
| Total | 1,398,750 | 1.00 | ||||||||||||||
| Activity during the six months ended December 31, 2025 | — | $ | — | |||||||||||||
| Outstanding, December 31, 2025 | 1,398,750 | $ | 1.00 | |||||||||||||
| Exercisable, end of period | 1,398,750 | $ | 1.00 | 0.8 | $ | 0 | ||||||||||
| 14 |
Equity Incentive Plan
In February 2023, we adopted the 2023 Equity Incentive Plan under which 2,000,000 Class B Common Shares are reserved for issuance of grants, awards and options. There are 1,775,000 shares available to be issued as of December 31, 2025.
| 7. | Subsequent Events |
Sale of Shares
In May 2026, we conducted a private placement offering of our Class B Common Shares at $1.00 per share. We are seeking to raise up to $1,000,000 in this offering. As of the date of this report, we have received gross proceeds from the offering of $150,000. Gross proceeds from the sale were reduced by $12,000 representing placement agent fees paid to Boustead Securities LLC in accordance with the agreement disclosed in Note 5, resulting in net proceeds of $132,000.
In connection with the sales of Class B common shares described above, we issued Boustead 5-year warrants to purchase a total of 10,500 of our Class B Common Shares which is equal to seven percent (7%) of the transaction share amounts. The warrants expire 5 years from the date of issuance.
Acquisition
As disclosed in Note 1, on May 27, 2026, we entered into a sale and purchase agreement (the “Agreement”) with CRH Royalty, S.r.l., an Italian limited liability company (“CRH”), which is 24% owned by our Chief Executive Officer and Director, Price Emanuele Filiberto di Savoia, for the acquisition of 90% of the Italian Serie D football club named Savoia 1908 Football Club, S.r.l. (the “Club”), by our Company. After a successful 2025-2026 season finishing in first place in its division, the Club is eligible and has applied to move to Serie C.
Pursuant to the Agreement, we paid five million of our Class B Common Shares, par value $0.0002 per share (“Class B Shares”) to CRH and two million of our Class B Shares to the Club. In exchange, we received 90% of the Club’s share capital and CRH will continue to hold 10%. In connection with the Agreement, our Company and CRH entered into a shareholder agreement which will govern their relationship as owners of the Club as well as a lockup agreement with respect to the five million Class B Shares paid to CRH.
The Agreement contains customary covenants including those as to due diligence, confidentiality, and representations and warranties of our Company and CRH and the Club.
Pro Forma Financial Statements
The following unaudited pro forma condensed combined financial statements and notes thereto present the unaudited pro forma condensed combined balance sheet as of December 31, 2025 and the unaudited pro forma condensed combined statements of operations for the six months ended December 31, 2025 and the year ended June 30, 2024. The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X, in order to give effect to the business combination and the assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial statements.
The following unaudited pro forma condensed combined financial statements have been prepared by applying the acquisition method of accounting with RoyaLand Ltd treated as the acquirer in accordance IFRS 3 Business Combinations. The unaudited pro forma condensed combined financial statements are based on the historical consolidated financial statements of Royaland Company Ltd. and historical consolidated financial statements of Savoia 1908 as adjusted to give effect to the business combination.
| 15 |
The unaudited pro forma condensed combined statements of operations for the six months ended December 31, 2025 and the year ended June 30, 2024, give effect to the acquisition as if it had occurred on July 1, 2024. The unaudited pro forma condensed combined balance sheet as of December 31, 2025 gives effect to the acquisition as if it had occurred on July 1, 2025 and combines the historical balance sheets of the RoyaLand Ltd and Savoia 1908 as of such date.
The unaudited pro forma financial statements, and the related notes thereto, are based on, and should be read in conjunction with:
| ● | The historical audited consolidated financial statements of RoyaLand Ltd as of and for the year ended June 30, 2025 included in RoyaLand Ltd’s annual report on Form 20-F filed with the SEC on October 31, 2025; and |
| ● | The historical unaudited condensed consolidated financial statements of RoyaLand Ltd as of and for the six months ended December 31, 2025 included elsewhere in this report. |
As of the date of this filing, the Company has not finalized the detailed valuation study necessary to arrive at the required final estimates of the fair value of the assets acquired and the liabilities and the related allocations of purchase price. The allocation of the purchase price is preliminary and subject to adjustment during the measurement period, not to exceed one year from the acquisition date, as the Company finalizes valuations for tangible and intangible assets. As a result of the foregoing, the pro forma adjustments are preliminary and are subject to material change as additional information becomes available and as additional analysis is performed.
These unaudited pro forma condensed combined financial statements are prepared for informational purposes only and are based on assumptions and estimates considered reasonable by management. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of the unaudited pro forma condensed combined financial statements and are subject to material change as additional information becomes available and additional analyses are performed. However, management believes that the assumptions provide a reasonable basis for presenting the significant effects that are directly attributable to the business combination, and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial statements. The unaudited pro forma condensed combined financial statements do not purport to be indicative of what our Company’s financial condition or results of operations actually would have been if the business combination had been consummated as of the dates indicated, nor do they purport to represent the Company’s financial position or results of operations for future periods.
| 16 |
THE ROYALAND COMPANY LTD.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF DECEMBER 31, 2025
| Historical | ||||||||||||||||||
| The Royaland Company Ltd | Savoia 1908 Football Club | Pro Forma Adjustments | Item in Note 4 | Pro Forma Combined | ||||||||||||||
| ASSETS | ||||||||||||||||||
| Current assets: | ||||||||||||||||||
| Cash | $ | 31,710 | $ | 24,638 | $ | (50,000 | ) | (c) | $ | 6,348 | ||||||||
| Trade and other receivables | 369,811 | 369,811 | ||||||||||||||||
| Deposits and prepaids | 12,015 | 94,119 | 106,134 | |||||||||||||||
| Current tax assets | 1,397 | 1,397 | ||||||||||||||||
| Current assets of discontinued operations | 6,392 | 6,392 | ||||||||||||||||
| Total current assets | 50,117 | 489,965 | (50,000 | ) | 490,082 | |||||||||||||
| Property, plant and equipment | 3,415 | 3,415 | ||||||||||||||||
| Intangible assets: | ||||||||||||||||||
| Goodwill | – | 594,446 | (a) | 594,446 | ||||||||||||||
| Brand | – | 8,267,249 | (a) | 8,267,249 | ||||||||||||||
| Player contracts | – | 451,089 | (a) | 451,089 | ||||||||||||||
| Total assets | $ | 50,117 | $ | 493,380 | $ | 9,262,784 | $ | 9,806,281 | ||||||||||
| SHAREHOLDERS’ DEFICIT | ||||||||||||||||||
| Preference shares | $ | – | $ | – | $ | – | $ | – | ||||||||||
| Common shares – Class A | 1,880 | 1,880 | ||||||||||||||||
| Common shares – Class B | 1,115 | 1,400 | (a) | 2,515 | ||||||||||||||
| Share capital | 59,252 | (59,252 | ) | (b) | – | |||||||||||||
| Additional paid-in capital and reserves | 3,150,062 | 2,194,917 | 6,205,900 | (a) | 9,355,962 | |||||||||||||
| (2,194,917 | ) | (b) | ||||||||||||||||
| Subscription receivable | (200 | ) | (200 | ) | ||||||||||||||
| Other comprehensive loss | (749 | ) | 3,755 | (3,755 | ) | (b) | (749 | ) | ||||||||||
| Non-controlling interest | 689,700 | (a) | 689,700 | |||||||||||||||
| Accumulated deficit | (3,493,895 | ) | (2,836,799 | ) | 2,836,799 | (b) | (3,543,895 | ) | ||||||||||
| (50,000 | ) | (c) | ||||||||||||||||
| Total shareholders’ deficit | (341,787 | ) | (578,875 | ) | 7,425,875 | 6,505,213 | ||||||||||||
| LIABILITIES | – | – | ||||||||||||||||
| Current liabilities: | ||||||||||||||||||
| Accounts payable and accruals | 373,276 | 788,542 | 1,161,818 | |||||||||||||||
| Due to related parties | 12,321 | 221,202 | 233,523 | |||||||||||||||
| Debt | 44,759 | 44,759 | ||||||||||||||||
| Tax liabilities | 17,753 | 1,854,661 | ||||||||||||||||
| 1,836,908 | (a) | |||||||||||||||||
| Current liabilities of discontinued operations | 6,307 | 6,307 | ||||||||||||||||
| Total liabilities | 391,904 | 1,072,257 | 1,836,908 | 3,301,068 | ||||||||||||||
| Total Shareholders’ Deficit and Liabilities | $ | 50,117 | $ | 493,381 | $ | 1,836,908 | $ | 9,806,281 | ||||||||||
| 17 |
THE ROYALAND COMPANY LTD.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED DECEMBER 31, 2025
| Historical | ||||||||||||||||||
| The Royaland Company Ltd | Savoia 1908 Football Club | Pro Forma Adjustments | Item in Note 4 | Pro Forma Combined | ||||||||||||||
| CONTINUING OPERATIONS | ||||||||||||||||||
| Net revenues | $ | – | $ | 205,582 | $ | $ | 205,582 | |||||||||||
| Costs and expenses: | ||||||||||||||||||
| Cost of revenues | – | 1,018,525 | 1,018,525 | |||||||||||||||
| Operating expenses | 297,597 | 254,140 | 50,000 | (c) | 601,737 | |||||||||||||
| Total cost and expenses | 297,597 | 1,272,665 | 50,000 | 1,620,262 | ||||||||||||||
| Operating loss – continuing operations | (297,597 | ) | (1,067,084 | ) | (1,414,681 | ) | ||||||||||||
| Other income (expense) | ||||||||||||||||||
| Interest expense | – | (966 | ) | (966 | ) | |||||||||||||
| Loss on extinguishment of debt | (332,000 | ) | (332,000 | ) | ||||||||||||||
| Other income | – | 166,527 | 166,527 | |||||||||||||||
| Loss before income taxes – continuing operations | (629,597 | ) | (901,523 | ) | (50,000 | ) | (1,581,120 | |||||||||||
| Provision for income taxes | – | – | – | – | ||||||||||||||
| Net loss – continuing operations | $ | (629,597 | ) | $ | (901,523 | ) | $ | (50,000 | ) | $ | (1,581,120 | ) | ||||||
| 18 |
THE ROYALAND COMPANY LTD.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE TWELVE MONTHS ENDED JUNE 30, 2025
| Historical | ||||||||||||||||||
| The Royaland Company Ltd | Savoia 1908 Football Club | Pro Forma Adjustments | Item in Note 4 | Pro Forma Combined | ||||||||||||||
| CONTINUING OPERATIONS | ||||||||||||||||||
| Net revenues | $ | – | $ | 284,164 | $ | $ | 284,164 | |||||||||||
| Costs and expenses: | ||||||||||||||||||
| Cost of revenues | – | 1,160,315 | 1,160,315 | |||||||||||||||
| Operating expenses | 774,595 | 252,423 | 50,000 | (c) | 1,077,018 | |||||||||||||
| Total cost and expenses | 774,595 | 1,412,738 | 50,000 | 2,237,333 | ||||||||||||||
| Operating loss – continuing operations | (774,595 | ) | (1,128,574 | ) | (50,000 | ) | (1,953,169 | ) | ||||||||||
| Other income (expense) | ||||||||||||||||||
| Interest expense | – | (1,706 | ) | (1,706 | ) | |||||||||||||
| Loss on extinguishment of debt | ||||||||||||||||||
| Other income | 572 | 145,975 | 146,547 | |||||||||||||||
| Loss before income taxes – continuing operations | (774,023 | ) | (984,305 | ) | (50,000 | ) | (1,808,328 | ) | ||||||||||
| Provision for income taxes | – | – | – | – | ||||||||||||||
| Net loss – continuing operations | $ | (774,023 | ) | $ | (984,305 | ) | $ | (50,000 | ) | $ | (1,808,328 | ) | ||||||
| 19 |
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Note 1 – Basis of Presentation
The RoyaLand Ltd and Savoia 1908 historical financial information has been derived from:
| 1. | In the case of RoyaLand Ltd, its condensed consolidated financial statements included in elsewhere in this report for the six months ended December 31, 2025 and the Annual Report on Form 20-F for the year ended June 30, 2025; | |
| 2. | In the case of Savoia 1908, provided to Management its unaudited financial statements included elsewhere within this Current Report on Form 6-K. |
The unaudited pro forma condensed combined statements of operations give effect to the business combination as if it had been completed on July 1, 2024, and the unaudited pro forma condensed combined balance sheet as of December 31, 2025 gives effect to the Business Combination as if it had occurred on that date.
The historical financial statements of RoyaLand Ltd and Savoia 1908 have been adjusted in the unaudited pro forma condensed combined financial statements to give pro forma effect to the accounting for the business combination under IFRS 3, Business Combinations (“Pro Forma Adjustments”). The unaudited pro forma condensed combined financial statements and related notes were prepared using the acquisition method of accounting with RoyaLand Ltd treated as the accounting acquirer of Savoia 1908. IFRS 3 requires, among other things, that the assets acquired and liabilities assumed in a business combination be recognized at their fair values as of the acquisition date. For purposes of the unaudited pro forma condensed combined financial statements, the estimated preliminary purchase consideration in the business combination has been allocated to the assets acquired and liabilities assumed of Savoia 1908 based upon a preliminary third-party valuation of their fair values as of the acquisition date. The allocations of the purchase price reflected in these unaudited pro forma condensed combined financial statements have not been finalized and are based upon the best available information at the current time. The allocation of the purchase price is preliminary and subject to material adjustment during the measurement period, not to exceed one year from the acquisition date, as our Company finalizes valuations for tangible and intangible assets. The completion of the final allocation of the purchase price could cause material differences in the information presented.
The business combination, the Pro Forma Transactions and the related adjustments are described in these accompanying notes to the unaudited pro forma condensed combined financial statements.
In the opinion of management, all material adjustments have been made that are necessary to present fairly, in accordance with Article 11 of Regulation S-X of the SEC, the unaudited pro forma condensed combined financial statements. The unaudited pro forma condensed combined financial statements do not purport to be indicative of the combined company’s financial position or results of operations of the combined company that would have occurred if the business combination had been completed on the dates indicated, nor are they indicative of the combined company’s financial position or results of operations that may be expected for any future period or date.
Note 2 – Conforming Accounting Policies
The accounting policies used in the preparation of these unaudited pro forma condensed combined financial statements are those set out in our Company’s audited consolidated financial statements as of and for the year ended June 30, 2025, and the Company’s unaudited condensed consolidated financial statements as of and for the six months ended December 31, 2025. During the preparation of this unaudited pro forma condensed combined financial information, management performed a preliminary analysis of Savoia’s financial information currently available, and has determined that there were no significant accounting policy differences between our Company and Savoia 1908 and, therefore, no adjustments were made to conform Savoia 1908’s financial statements to the accounting policies used by RoyaLand Ltd in the preparation of the unaudited pro forma condensed combined financial statements. This conclusion is subject to change as further assessment will be performed and finalized for purchase accounting.
Management will continue to conduct a more detailed review of the accounting policies of the two companies in an effort to determine if differences in accounting policies require further reclassification or adjustment of the financial statements to conform accounting policies and classifications. Therefore, management may identify additional differences between the accounting policies of the two companies that, when conformed, could have a material impact on the unaudited pro forma condensed combined financial information.
| 20 |
Note 3 – Estimated Consideration and Preliminary Purchase Price Allocation
The unaudited pro forma condensed combined financial statements reflect the preliminary allocation of the purchase consideration to identifiable net assets acquired. The consideration for the acquisition of Savoia 1980 was the issuance of 7.0 million of our Company’s Class B Common Shares. The Class B Common Shares of RoyLand are rarely traded with only 5,600 shares traded in during the 90 days prior to the acquisition, with all shares trading at $0.85 per share. Management concluded that the limited trading activity does not represent an active market as contemplated by IFRS 13.
On April 15, 2026, Deloitte issued a report regarding the valuation of the economic capital of the Savoia Club using a valuation date of 12/31/25 with both a best-case and worst-case scenario. The report was based on financial information available at the time and will be updated in the near future. Management believes the assumptions used in the report for the best-case scenario, with a valuation of €5,932,000 (USD 6,897,000 using an exchange rate on the May 27, 2026 acquisition date of 1.1626), are consistent with those that would be used by market participants and the report’s findings are indicative of the fair value of Savoia 1908 for use as a basis for the accounting for the acquisition. This view is further supported by arm’s-length sales of shares on the open market, although limited in volume, at $0.85 per share and sales of shares in private placements at $1.00 per share, all prior to the acquisition date. The value of the 7.0 million Class B Common Shares issued in the acquisition using a per share price of $0.85 equals $5,950,000 while using a per share price of $1.00 equals $7,000,000. Management’s determination of the preliminary purchase price allocation using the Deloitte valuation based on its review of the best-case scenario assumptions and considering sales of shares pre-acquisition, is as follows:
| Preliminary Fair Value at December 31, 2025 | Preliminary Fair Value at December 31, 2025 | |||||||
| EUR | USD | |||||||
| Net Tangible Assets | ||||||||
| Trade accounts receivable | 212,000 | 246,471 | ||||||
| Other assets | 50,000 | 58,587 | ||||||
| Accounts payable | (232,000 | ) | (269,724 | ) | ||||
| Other liabilities | (97,000 | ) | (112,772 | ) | ||||
| Total net tangible asset allocation | (67,000 | ) | (77,438 | ) | ||||
| Identifiable Intangible Assets | ||||||||
| Brand | 7,111,000 | 8,267,249 | ||||||
| Player contracts | 388,000 | 451,089 | ||||||
| Total identifiable intangible assets | 7,499,000 | 8,718,338 | ||||||
| Assumed tax effect | (1,500,000 | ) | (1,743,900 | ) | ||||
| Business enterprise value | 5,932,000 | 6,897,000 | ||||||
| Less: Non-controlling interest | (593,200 | ) | (689,700 | ) | ||||
| Total Purchase Price (Equity Basis) | 5,338,800 | 6,207,300 | ||||||
The allocation of the purchase price is preliminary and subject to adjustment during the measurement period, not to exceed one year from the acquisition date, as our Company finalizes valuations for tangible and intangible assets. These adjustments may include changes in 1) fair values of assets and 2) changes in allocations to intangible assets such as customer relationships, intellectual property, and goodwill.
Note 4 – Adjustments to the Unaudited Pro Forma Condensed Combined Financial Statements
The unaudited pro forma adjustments included in the Unaudited Pro Forma Condensed Combined Financial Statements are as follows:
Balance Sheet
The following pro forma adjustments have been reflected in the Transaction Adjustments column in the accompanying unaudited pro forma condensed combined balance sheet as of December 31, 2025. All adjustments are based on preliminary assumptions and valuations, which are subject to change. The pro forma adjustments give effect to the acquisition as if it had occurred on July 1, 2025 and combines the historical balance sheets of RoyaLand Ltd and Savoia 1908.
| 21 |
| a) | Purchase price consideration |
In accordance with the terms of the Sale and Purchase Agreement, 7.0 million Class B Common Shares were issued to the Seller in exchange for 90% of the equity interests in Savoia 1908. As a result of the acquisition and the application of the acquisition method of accounting in accordance with IFRS 3 and IFRS 13, the transaction will give rise to intangible assets in the form of Brand and Player Contracts. The amount of goodwill recognized may change materially upon completion of the final purchase price allocation.
Included in the tax liabilities portion of this adjustment is a deferred tax liability amount of $1,743,900 (€1,500,000) which, according to the Deloitte valuation report, is “a theoretical deferred tax liability applied to the valuation adjustments” and not an amount actually owed.
| b) | Elimination of Savoia 1908 historical capital and retained earnings |
Adjustment represents the elimination of Savoia 1908 historical capital and retained earnings upon consummation of the acquisition.
| c) | Acquisition-related costs |
Management estimates that acquisition-related costs are approximately $50,000 and have made an adjustment for such amount at this time.
Statements of Operations
| d) | Acquisition-related costs |
Management estimates that acquisition-related costs are approximately $50,000 and have made an adjustment for such amount at this time.
| 22 |
Exhibit 99.2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
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 this prospectus, 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, 2025 and 2024, and the audited consolidated financial statements for the years ended June 30, 2025 and 2024 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
The RoyaLand Company Ltd. (the “Company,” “we” or “us”) is a Bermuda company which, as of May 27, 2026, has two businesses:
| 1. | On May 27, 2026, the Company acquired 90% of the share capital of Savoia 1908 Football Club S.r.l., the owner of Savoia 1908 FC, an Italian football club recently promoted from Serie D to the professional league Serie C (“Savoia 1908”). The 10% owner, from which the Company purchased its 90% stake, is CRH Royalty S.r.l. (“CRH”). CRH is 24% owned by the Company's CEO and Director, Prince Emanuele Filiberto di Savoia, the grandson of the last King of Italy. The purchase price was five million of its Class B Common Shares, par value $0.0002 per share (“Class B Shares”) to CRH and two million of its Class B Shares to Savoia 1908. |
| 2. | The Company has been 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. We are also planning a pre-launch augmented reality companion application to build momentum, generate revenues and cultivate a community of players before the full game release. |
The RoyaLand
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.
TheRoyaLand game has been in development since mid-2023 with Neosperience S.p.A. In May 2023, the Company decided to continue the game development with another company and is currently fielding proposals. Neosperience completed the development of the vertical slice or the pre-production playable beta version of TheRoyal.Land. In addition, we 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.
We still plan a pre-launch augmented reality (“AR”) companion application to build momentum, generate revenues and cultivate a community of players before the full game release. We believe that a mobile AR app is consistent with market trends towards a growing interest in historical gaming and growing demand for content that blends learning and entertainment. We believe that cultural tourism gamification is a growing market and AR location-based mechanics of our planned app can promote exploration amount a target audience in the 18 to 45 demographic who are tech savvy, global minded, interested in history and culture and value immersive learning and short form gameplay. The AR companion app can be developed at a fraction of the cost of the full game and within a period of only 4 to 5 months. We plan to balance a freemium model with value added content.
| 2 |
We are also looking to acquire a pre-launch casual, level-based royalty-themed game to further build momentum and generate revenues and users before the full game release.
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.
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.
Savoia 1908
Savoia 1908 FC is one of the oldest clubs in Italian football, representing a historic brand — it is officially authorized to use the historic coat of arms of the Italian Royal Family, the House of Savoy, a symbol deeply linked to national history. As an example of the recognition this symbol and name enjoy in Italy, one only needs to look at the Italian postal service, Poste Italiane, which currently produces an official Savoia 1908 postcard, a dedicated philatelic collection and stamps featuring the Savoia 1908 FC 1923–1924 championship season.
The Company believes that the Savoy name and symbol's recognition creates a potential audience for Savoia 1908 FC which is greater than that of many local-only Serie A clubs. As published by the leading Italian business daily Il Sole 24 Ore, according to The Italian National Institute of Statistics (ISTAT) and SWG, a leading Italian polling and market research company headquartered in Trieste, out of the total population of Italy in 2025 of 58.9 million people, approximately 12% held a cultural affinity for the House of Savoy, which translates to an addressable audience of more than seven million and a likely market of approximately two million people — a figure the Company believes compares favorably to the typical audience range of between 560,000 and 1.2 million associated with an average Serie A club.
Savoia 1908 FC was acquired by CRH in 2023 and since that time has been restructured, brought under professional management, and had its brand refreshed under the leadership of Prince Emanuele Filiberto di Savoia. As a result, Savoia 1908 FC is coming out of a successful 2025/2026 season with a first-place finish in its division. It has been promoted to Serie C for the 2026/27 season beginning in August 2026, which the Company believes can be the beginning of a move to even higher leagues. As part of its brand refresh, Savoia 1908 FC has also established an eSports team competing in EA Sports FC™ online matches, currently undefeated in all six of its competitions.
In addition, Savoia 1908 FC is already attracting significant new sponsorships, including Nike, commencing as of July 1, 2026. It also has a youth football academy, which the Company intends to further develop as a cornerstone of Savoia 1908 FC's long-term strategy. The academy currently fields eleven teams across age categories ranging from Under 8 to Under 19, with more than 250 young athletes training and competing at the Club's facilities in the Naples area. Beyond competitive sport, the academy fulfills a vital social mission. The territory in which Savoia 1908 FC operates is an area historically challenged by organized crime, including the Camorra. The Club and its new ownership are firmly committed to offering young people a positive, structured, and values-driven environment — providing them not only with athletic development but with a sense of belonging, discipline, and opportunity that serves as a genuine alternative to the criminal networks that have long burdened this community.
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 $31,710 and $225,161 as of December 31, 2025 and June 30, 2025, respectively, we have incurred net losses since our inception and had accumulated deficits of $3,493,895 as of December 31, 2025 and $2,863,410 as of June 30, 2025. We estimate we will be able to conduct our planned operations using currently available capital resources for the next three 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, operate Savoia 1908 FC and meet any debt obligations until such time as future profitable revenues are achieved. We are currently raising capital in private placements and we will seek to further fund our operations through public offerings, 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”.
| 3 |
Recent Developments
Acquisition
As set forth above, on May 27, 2026, we acquired 90% of the Club in exchange for an aggregate of seven million shares of our Class B Common Stock.
Discontinued Operation
On November 29, 2022, we acquired 100% of the issued and outstanding shares of OAPLT, a French joint stock company whose main activities consist of the conception, development and management of a digital and artistic creation studio, and include the creation of apps, websites, the hosting of web products and the provision of services in relation thereto. During the six months ended December 31, 2025, we determined that OAPLT no longer fit into the long-range plans for our business and discontinued its operations. See Note 3 to the accompanying interim condensed consolidated financial statements.
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. The 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. See “Shares Eligible For Future Sale—Lock-Up Agreements”. 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.
Subsequent to December 31, 2025, we conducted a private placement offering of our Class B Common Shares at $1.00 per share under which we are seeking to raise up to $1,000,000. As of the date of this report, we have entered into subscription agreements with accredited investors and raised $150,000 in gross proceeds with the sale of 150,000 Class B Common Shares. 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 $10,500, or 7% of the total purchase price of the shares sold in the private placements, and a non-accountable expense allowance of $1,500, or 1% of the total purchase price of the shares sold in the private placements, we agreed to issue Boustead five-year warrants to purchase up to 10,500 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 successfully operate the Club; |
| ● | our ability to raise necessary capital to fund each of our businesses; |
| ● | our ability to broaden product or service offerings; |
| ● | industry demand and competition; |
| ● | our ability to leverage technology and use and develop efficient processes; |
| ● | our ability to attract and retain talented employees, players and contractors; and |
| ● | market conditions and our market position. |
| 4 |
Results of Operations
Comparison of Six Months Ended December 31, 2025 and 2024
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, 2025 and 2024.
| Statements of Operations Data | Six Months Ended December 31, 2025 |
% of Revenue |
Six Months Ended December 31, 2024 |
% of Revenue |
||||||||||||
| CONTINUING OPERATIONS | ||||||||||||||||
| Revenue | - | N/A | - | N/A | ||||||||||||
| Cost of revenue | - | N/A | - | N/A | ||||||||||||
| General and administrative expenses | $ | 297,597 | N/A | $ | 597,291 | N/A | ||||||||||
| Operating loss – continuing operations | (297,597 | ) | N/A | (597,291 | ) | N/A | ||||||||||
| Other (expense) | (332,000 | ) | N/A | - | N/A | |||||||||||
| Loss before income taxes – continuing operations | (629,597 | ) | N/A | (597,291 | ) | N/A | ||||||||||
| Provision for income taxes | - | N/A | - | N/A | ||||||||||||
| Net loss – continuing operations | (629,597 | ) | N/A | (597,291 | ) | N/A | ||||||||||
| Net loss – discontinued operations | (888 | ) | N/A | (2,091 | ) | N/A | ||||||||||
| Net loss | $ | (630,485 | ) | N/A | $ | (599,382 | ) | N/A | ||||||||
Revenue
For the six-month periods December 31, 2025 and 2024, 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, 2025 and 2024:
Six Months Ended | Six Months Ended | Change Dollars | Change Percent | |||||||||||||
| Product research and development - expenses associated with Neosperience agreement | $ | - | $ | 277,364 | $ | (277,364 | ) | (100.0 | )% | |||||||
| Legal and accounting | 101,540 | 184,969 | (83,429 | ) | (45.1 | )% | ||||||||||
| Consulting: | ||||||||||||||||
| Expenses associated with Skyline agreement | - | 24,903 | (24,903 | ) | (100.0 | )% | ||||||||||
| CFO and CTO consulting expenses | 64,261 | 65,781 | (1,520 | ) | (2.3 | )% | ||||||||||
| Other consulting expenses | 1,000 | 4,520 | (3,520 | ) | (77.9 | )% | ||||||||||
| Director fees | 100,500 | - | 100,500 | N/A | ||||||||||||
| Filing fees | 14,716 | 15,022 | (306 | ) | (2.0 | )% | ||||||||||
| Other | 15,580 | 24,732 | (9,152 | ) | (37.0 | )% | ||||||||||
| Total general and administrative expense | $ | 297,597 | $ | 597,291 | $ | (299,694 | ) | (50.2 | )% | |||||||
| 5 |
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. We previously completed our agreement with Neosperience and are evaluating development alternatives and proposals for the next phase of production and commercialization. We have agreed with Skyline to use their services on an as-needed basis, and no services were needed during the six months ended December 31, 2025. Further information concerning these agreements and the expenses related thereto is described in Note 5 to the accompanying interim condensed consolidated financial statements.
In August 2025, we recorded costs for 100,000 Class B Common Shares issued to a director and valued the shares at $1.00 per share.
The six months ended December 31, 2025 saw reductions in legal and accounting (decrease of $83,429 or 45.1%) and other expenses (decrease of $9,152 or 37.0%) compared to the same period in 2024. The reductions in these categories were principally related to our write off of deferred offering costs during the six months ended December 31, 2024, $80,191 of which was recorded to legal and accounting and $8,571 recorded to other expenses.
Operating Loss – Continuing Operations
Our operating losses from continuing operations for the six months ended December 31, 2025 and 2024 were $297,597 and $597,291, respectively, and were a result of the factors described above.
Other (Expense)
On May 11, 2025, we entered into an Acknowledgement and Release with Soheil Raissi, our Chief Technology Officer under which we issued 500,000 shares of our Class B Common Stock, partially in settlement of existing indebtedness. We recorded a loss on extinguishment of debt of $332,000 in connection with the agreement with Mr. Raissi.
Net Loss – Discontinued Operations
This category reflects the minor activity of OAPLT, an operation we discontinued during the six months ended December 31, 2025.
Liquidity and Capital Resources
As of December 31, 2025, the Company had a consolidated cash balance of $31,710 and total assets of $50,117. As of June 30, 2025, we had a consolidated cash balance and total assets of $225,161 and $237,312, respectively. To date, we have financed our operations primarily through sales of our Series B Common Shares. In May 2026 we acquired a 90% interest in the Club and this acquisition will require additional financing to support its operations.
In April 2025 we raised $500,000 in gross proceeds and we did not raise any additional funds between then and December 31, 2025. As noted above under Private Placements, subsequent to December 31, 2025, we have raised $150,000 in gross proceeds in this offering. the Company’s founders have verbally agreed to support the Company if there is any deficit until the additional funds are raised. In the future, we may require additional cash resources to support our operations and for the implementation of our strategy to expand our business, or other investments or acquisitions we may decide to pursue. In addition, we plan to seek additional funding which may be through the sale of equity or debt securities or obtain 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.
| 6 |
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 our Company’s ability to continue as a going concern. We have incurred net losses since our inception, and as of December 31, 2025, we had cash of $31,710 and an accumulated deficit of $3,493,895. As a result, there is substantial doubt about the Company’s ability to continue as a going concern.
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, 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.
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, 2025 and 2024
The following table sets forth key components of our Company’s cash flow during the six-month periods ended December 31, 2025 and 2024.
| Six Months Ended December 31, 2025 | Six Months Ended December 31, 2024 | |||||||
| Net cash used in operating activities: | ||||||||
| Net loss | $ | (630,485 | ) | $ | (599,382 | ) | ||
| Non-cash items: | ||||||||
| Share option expense | 8,333 | 8,333 | ||||||
| Share-based compensation expense | 142,000 | - | ||||||
| Loss on extinguishment of debt | 332,000 | - | ||||||
| Change in working capital items | (44,680 | ) | 316,598 | |||||
| Net cash used in operating activities | (192,832 | ) | (274,451 | ) | ||||
| Net cash provided by (used in) investing activities | - | - | ||||||
| Net cash provided by (used in) financing activities | - | 89,804 | ||||||
| Net increase (decrease) in cash | (192,832 | ) | (184,647 | ) | ||||
| Cash, beginning of period | 225,161 | 259,365 | ||||||
| Foreign currency translation adjustment | (619 | ) | 2,074 | |||||
| Cash, end of period | $ | 31,710 | $ | 76,792 | ||||
During the six months ended December 31, 2025 and 2024, our net cash used in operations was $192,832 and $274,451, respectively. Our net loss in the 2025 period included expenses for non-cash share issuances totaling $474,000 which did not occur in the 2024 period. The main item affecting the change in working capital items was accounts payable and accrued liabilities. These accounts were increased in the 2024 period as we awaited funding and were paid down in the 2025 period with funding received in April 2025.
During the six months ended December 31, 2025 and 2024, 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.
| 7 |