Court backs Scully Royalty (NYSE: SRL) board while NYSE trading in shares is suspended
Rhea-AI Filing Summary
Scully Royalty Ltd. filed an amended Form 6-K stating that its Board of Directors and management remain unchanged after a judgment by the Grand Court of the Cayman Islands, which found that resolutions pursued by the Milfam Group at a purported shareholders’ meeting were invalid and legally ineffective. The company says news releases and SEC filings made since January 1, 2026 by the Milfam Group purporting to act for Scully were unauthorized, misleading and inaccurate and should be disregarded, and it formally rescinds two prior Form 6-Ks filed in January 2026. Scully reports that its auditor, AOGB CPA Limited, resigned effective March 11, 2026, and that it missed the filing deadline for its Form 20-F for the year ended December 31, 2025, leading to a New York Stock Exchange notice of non-compliance and suspension of trading in its common shares on May 12, 2026. The company is working to appoint a new auditor, complete and file the delayed Form 20-F, cure the NYSE filing delinquency, and then reassess its 2026 dividend policy.
Positive
- The Grand Court of the Cayman Islands confirmed that Scully Royalty’s existing Board of Directors and management remain unchanged, invalidating resolutions advanced by the Milfam Group and clarifying corporate control.
- Scully Royalty states it is actively working to engage a new auditor and complete its delayed Form 20-F, aiming to cure the NYSE filing delinquency and support resumption of trading.
Negative
- Scully Royalty failed to file its Form 20-F for the year ended December 31, 2025 by the required deadline, leading to a New York Stock Exchange notice of non-compliance.
- On May 12, 2026, the New York Stock Exchange suspended trading in Scully Royalty’s common shares because of the filing delinquency, increasing listing and liquidity risk.
- The company’s independent registered public accounting firm, AOGB CPA Limited, resigned effective March 11, 2026, leaving Scully without an auditor while it seeks a replacement.
Insights
Court confirms existing board, but auditor loss and NYSE suspension create near-term risk.
The Grand Court of the Cayman Islands confirmed that the existing Scully Royalty board and management remain in place and that resolutions advanced by the Milfam Group at a purported shareholders’ meeting are invalid. This clarifies corporate control and reverses earlier, unauthorized disclosures.
However, the dispute contributed to the company missing the Form 20-F deadline for the year ended December 31, 2025. Scully received a New York Stock Exchange notice for filing delinquency, and trading in its common shares was suspended on May 12, 2026, although they are not immediately delisted.
The resignation of AOGB CPA Limited as independent registered public accounting firm on March 11, 2026 adds further uncertainty until a new auditor is engaged and the delayed Form 20-F is completed. Subsequent filings will indicate whether Scully cures the NYSE deficiency and how the board addresses its 2026 dividend policy after the Form 20-F is on file.
Key Figures
Key Terms
Form 20-F regulatory
independent registered public accounting firm financial
continued listing requirements regulatory
Filing Delinquency regulatory
forward-looking statements regulatory
net revenues royalty interest financial
FAQ
What did the Cayman Islands court decide about Scully Royalty Ltd. (SRL)?
How did the Milfam Group’s actions affect Scully Royalty’s SEC filings?
What happened to Scully Royalty’s independent auditor AOGB CPA Limited?
How is Scully Royalty addressing its delayed Form 20-F and NYSE compliance?
Will Scully Royalty Ltd. (SRL) change its dividend policy after this dispute?
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 6-K/A
(Amendment No. 1)
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE
13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of July, 2026
Commission File No.: 001-04192
(Translation of Registrant's name into English)
Room 2103 Shanghai Mart Tower, 2299 Yan An Road West, Changning District, Shanghai China 200336
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
| x Form 20-F | ¨ Form 40-F |
EXPLANATORY NOTE
On July 7, 2026, Scully Royalty Ltd. (the “Company” or “Scully”) issued a press release (the “Press Release”) announcing that the Company’s Board of Directors and management remains unchanged, based upon a judgment delivered on July 2, 2026 by the Grand Court of the Cayman Islands. A copy of the Press Release is furnished herewith as Exhibit 99.1 and incorporated by reference herein.
This Report on Form 6-K/A (the “Form 6-K/A”) amends each of the Report on Form 6-K filed with the Securities and Exchange Commission (the “SEC”) on January 14, 2026 (the “January 14 Form 6-K”) and Report on Form 6-K filed with the SEC on January 15, 2026 (the “January 15 Form 6-K” and, collectively with the January 14 Form 6-K, the “Original Reports on Form 6-K”) each of which were incorrectly filed at the direction of MILFAM LLC and its principals. The information in each of the Original Reports on Form 6-K, including without limitation within the press release (the “Original Press Release”) furnished with the January 14 Form 6-K, was incorrect and filed without the authorization of, and does not reflect the actions of, the duly appointed directors of the Company or the duly appointed and duly authorized officers of the Company, and should not be relied upon by the Company’s shareholders. This Form 6-K/A hereby rescinds the disclosure in each of the Original Reports on Form 6-K and the Original Press Release, respectively.
On and effective March 11, 2026, AOGB CPA Limited resigned and ceased serving as the Company’s independent registered public accounting firm. The Company intends to provide the disclosure required by Part II, Item 16F to Form 20-F in its Form 20-F to be filed with the SEC for the fiscal year ended December 31, 2025.
EXHIBIT INDEX
| Exhibit No. | ||
| 99.1 | Press release issued by Scully Royalty Ltd. on July 7, 2026, titled “Scully Royalty Board of Directors and Management Remain Unchanged” |
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.
| SCULLY ROYALTY LTD. | ||
| By: | /s/ Michael J. Smith | |
| Michael J. Smith | ||
| Executive Chairman and Director | ||
| Date: July 8, 2026 |
Exhibit 99.1
Scully Royalty Board of Directors and Management Remain Unchanged
Cayman Islands Court Rules Against MILFAM Group
MILFAM Group and their Purported Directors Never Held Authority to Act on Behalf of Scully Royalty
NEW YORK (July 7, 2026): Scully Royalty Ltd. (the “Company”) (NYSE: SRL) today announced that following a judgement by the Grand Court of the Cayman Islands (the "Grand Court") (the “Judgment”), the Company’s Board of Directors (the “Board”) and management remain unchanged and that MILFAM LLC, its principals and its director nominees (the "Milfam Group") never had authority to act on behalf of the Company.
In the Judgement, the Grand Court rejected efforts by the Milfam Group to unilaterally chair and complete a purported shareholders’ meeting and ruled that the resolutions purportedly adopted by the Milfam Group are invalid and legally ineffective. As a result, the constitution of the Company’s Board and management has not changed.
The Grand Court also held that Milfam Group's “nomination notice and proxy statement failed to disclose relevant and material” matters concerning its relationship with, and the positions held by, certain of its Board nominees. Among other things, the Grand Court noted that the Milfam Group failed to disclose to investors that certain of its Board nominees had long-standing business and financial relationships with the Milfam Group.
The Grand Court's decision is expected to be available shortly at https://judicial.ky/judgments/unreported-judgments-advanced-search.
Any shareholder, customer, supplier or other party who was contacted by or on behalf of any member of the Milfam Group and purporting to act on behalf of the Company is immediately requested to contact the Company at info@scullyroyalty.com.
The Board and management team remain focused on acting in the best interests of the Company and all of its shareholders. The Company is considering its options and may seek recovery against the Milfam Group in connection with the significant disruption and damage caused to the Company and its shareholders by their actions.
 |
NEWS RELEASE 1 (844) 331 3343 info@scullyroyalty.com |
Update on Company Disclosures
News releases issued by the Milfam Group purportedly on behalf of the Board of Directors of the Company dated January 12 and February 12, 2026, as well as filings made by the Milfam Group purportedly on behalf of the Company with the United States Securities and Exchange Commission (the “SEC”) since January 1, 2026, were unauthorized, misleading and inaccurate and should be disregarded in their entirety.
In addition, the Section 16 reports on Form 3 filed with the SEC by or on behalf of Alan B. Howe and Jerrod M. Freund on March 18, 2026 and March 26, 2026, respectively, and identifying each of Messrs. Howe and Freund as directors of the Company were improper and incorrectly filed.
In part, as a result of the Milfam Group's actions, including their misleading disclosures regarding control of the Board, the Company was unable to finalize and file its Annual Report on Form 20-F for the fiscal year ended December 31, 2025 (the “Form 20-F”) by the prescribed filing deadline. In connection with the delayed filing, the Company received notice from the New York Stock Exchange (the “NYSE”) regarding its non-compliance with the NYSE's continued listing requirements relating to late filing delinquencies (the “Filing Delinquency”), and on May 12, 2026 the NYSE suspended trading in the Company's common shares. The suspension does not result in the immediate delisting of the Company’s common shares from the NYSE. Also, in part as a result of the Milfam Group’s actions, the Company’s independent registered public accounting firm, AOGB CPA Limited, resigned on March 11, 2026. With the Grand Court having confirmed that the Milfam Group’s resolutions were invalid, the Company is now working expeditiously to engage a new auditor and intends to complete and file the Form 20-F as soon as practicable and is committed to making efforts to cure the Filing Delinquency, ensure trading of the Company’s common shares resumes, and maintain its NYSE listing. After the Form 20-F is filed, the Board intends to make a determination regarding its dividend policy for 2026.
About Scully Royalty Ltd.
Scully Royalty Ltd. (NYSE: SRL) holds a net revenues royalty interest on the Scully Iron Ore Mine located in Newfoundland and Labrador, Canada. It also holds various merchant banking and industrial interests globally. For more information, visit www.scullyroyalty.com.
Forward-Looking Statements
This news release contains “forward-looking statements” within the meaning of applicable securities laws, including statements regarding the Company's intention to complete and file its Form 20-F, its efforts to cure the Filing Delinquency, seeking the resumption of trading in its common shares and its potential options to recover against the Milfam Group. Forward-looking statements are based on the Company's current expectations and assumptions and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied, including, among others, the timing and outcome of the Company's regulatory filings and any NYSE listing review, the possibility of appeal or further proceedings in respect of the Grand Court's judgment, and the outcome of any other related litigation, and other important factors set forth in the "Risk Factors" section of the Company’s Annual Report on Form 20-F for the year ended December 31, 2024 filed with the SEC on April 30, 2025 and the Company’s other reports filed with the SEC. These forward-looking statements reflect the Company’s current views and are based on certain assumptions and speak only as of the date hereof. The Company undertakes no obligation to update any forward-looking statement except as required by law.