6-K
RoyaLand Co Ltd. (RLNDF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 September, 2024.
Commission File Number 333-273097
THE ROYALAND COMPANY LTD.
(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☐
Issuance of PressRelease
On September 20, 2024, The RoyaLand Company Ltd. (the “Company”) issued a press release announcing preliminary selected unaudited financial results for the fiscal year ended June 30, 2024. A copy of this press release is attached hereto as Exhibit 99.1.
Forward-Looking Statements
The press release attached hereto as Exhibit 99.1 and the statements contained therein include “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or the Company’s future financial or operating performance. In some cases, you can identify these statements because they contain words such as “may,” “will,” “believes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “should,” “seeks,” “future,” “continue,” “plan,” “target,” “predict,” “potential,” or the negative of such terms, or other comparable terminology that concern the Company’s expectations, strategy, plans, or intentions. Forward-looking statements relating to expectations about future results or events are based upon information available to the Company as of today’s date and are not guarantees of the future performance of the Company, and actual results may vary materially from the results and expectations discussed. The Company’s expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected, including risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. All subsequent written and oral forward-looking statements concerning the Company or other matters and that are attributable to the Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. The Company does not undertake any obligation to publicly update any of these forward-looking statements to reflect events or circumstances that may arise after the date hereof, except as required by law.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated September 20, 2024 |
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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: September 20, 2024 | 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. Announces Preliminary Selected UnauditedResults for the Fiscal Year Ended June 30, 2024
Hamilton, BERMUDA, September 20, 2024 (GLOBE NEWSWIRE) – The RoyaLand Company Ltd. (Proposed OTC Markets Ticker: RLND) (RoyaLand), 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, today announced preliminary selected unaudited financial results for its fiscal year ended June 30, 2024.
For the year ended June 30, 2024, RoyaLand expects to record an adjusted net loss of approximately $1.1 million. RoyaLand operated during the fiscal year as a development stage company, with its largest expense item being product research and development costs of approximately $0.4 million. Other major expense items included legal and accounting fees of approximately $0.4 million, and consulting fees of approximately $0.2 million which included $175,000 of stock-based compensation.
The preliminary selected unaudited results in this press release are preliminary and subject to the completion of accounting and audit procedures and are therefore subject to adjustment.
About RoyaLand: 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 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).
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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.
Learn more at www.TheRoyal.Land and follow us on X (formerly Twitter), Instagram and Facebook.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Statements in this press release about future expectations, plans,and prospects, as well as any other statements regarding matters that are not historical facts, constitute “forward-looking statements”within the meaning of The Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statementsrelating to RoyaLand’s preliminary and unaudited expected financial results for the year ended June 30, 2024. The words “anticipate,”“believe,” “continue,” “could,” “estimate,” “expect,” “intend,”“may,” “plan,” “potential,” “predict,” “project,” “should,” “target,”“will,” “would” and similar expressions are intended to identify forward-looking statements, although not allforward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-lookingstatements as a result of various important factors. Any forward-looking statements contained in this press release speak only as of thedate of this press release. RoyaLand specifically disclaims any obligation to update any forward-looking statement, whetheras a result of new information, future events or otherwise.
INVESTOR CONTACT: Bryan Elbez, CFO
Source: The RoyaLand Company Ltd.
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THE ROYALAND COMPANY LTD
SUMMARY CONSOLIDATED FINANCIAL RESULTS
(UNAUDITED)
| SUMMARY STATEMENT OF OPERATIONS | Year Ended June 30,<br> <br>2024 | ||
|---|---|---|---|
| Operating expenses: | |||
| Product research and development | $ | 413,532 | |
| Legal and accounting | 408,012 | ||
| Consulting | 175,439 | ||
| All other | 62,991 | ||
| Total operating expense | 1,059,974 | ||
| Operating loss | (1,059,974 | ) | |
| Total other income | 1,107 | ||
| Loss before provision for income taxes | $ | (1,058,867 | ) |
| SUMMARY BALANCE SHEET | ||
|---|---|---|
| ASSETS | ||
| Current assets: | ||
| Cash | 261,476 | |
| Deferred offering costs | 90,611 | |
| Prepaid expenses | 8,661 | |
| Total current assets | 360,748 | |
| Total Assets | 360,748 | |
| LIABILITIES AND SHAREHOLDERS’ DEFICIT | ||
| Shareholders’ Equity (Deficit): | ||
| Preference shares, par value 0.0002 per share, 50,000,000 shares authorized; no shares issued and outstanding as of June 30, 2024 | – | |
| Common shares – Class A, par value 0.0002 per share, 20,000,000 shares authorized; 9,400,000 shares issued and outstanding at June 30, 2024 | 1,880 | |
| Common shares – Class B, par value 0.0002 per share, 430,000,000 shares authorized; 4,475,000 shares issued and outstanding at June 30, 2024 | 895 | |
| Additional paid-in capital | 2,070,937 | |
| Subscription receivable | (200 | ) |
| Other comprehensive gain | 598 | |
| Accumulated deficit | (2,130,864 | ) |
| Total Shareholders’ Deficit | (56,754 | ) |
| Current Liabilities: | ||
| Accounts payable and accruals | 60,218 | |
| Accrued legal and accounting | 346,730 | |
| Due to related parties | 10,554 | |
| Total current liabilities | 417,502 | |
| Total Liabilities | 417,502 | |
| Total Liabilities and Shareholders’ Deficit | 360,748 |
All values are in US Dollars.
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