U.S. SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE
13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November, 2026
Commission File No.: 001-04192
(Translation of Registrant's name into English)
c/o Room 2302, 23/F, Oriental Center, 31 Wujiang
Road, Shanghai, China 200041
(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.
EXHIBIT INDEX
Exhibit
No. |
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| 99.1 |
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Press
release issued by Scully Royalty Ltd. on November 3, 2026, titled “Scully Royalty Receives Additional Trading Period from NYSE
for Delayed Filing of 2025 Form 20-F” |
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. |
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| |
|
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| By: |
/s/ Michael J. Smith |
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Michael J. Smith |
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| |
Executive Chairman and Director |
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| |
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| Date: November 3, 2026 |
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Exhibit 99.1
NEWS RELEASE
Scully
Royalty Ltd.
1
(844) 331 3343
info@scullyroyalty.com
SCULLY ROYALTY
RECEIVES ADDITIONAL TRADING PERIOD FROM NYSE
FOR DELAYED FILING
OF 2025 FORM 20-F
New York
(November 3, 2026) Scully Royalty Ltd. (NYSE: SRL) (the "Company") today announced that, further to its news release of July
8, 2026, it received a letter dated October 28, 2026 from NYSE Regulation regarding the continued trading of the Company’s securities
on the New York Stock Exchange (the “NYSE”). The NYSE’s Listings Operations Committee has agreed to provide the Company
with an additional trading period through January 31, 2027, subject to reassessment on an ongoing basis.
As previously disclosed,
the Company was unable to finalize and file its Annual Report on Form 20-F for the fiscal year ended December 31, 2025 (the “2025
Form 20-F”) by the prescribed filing deadline. The additional trading period allows the Company additional time to complete and
file the 2025 Form 20-F and any subsequent delayed filings to regain compliance with the NYSE’s continued listing requirements.
The NYSE has informed
the Company that the Company remains under review and that the NYSE will closely monitor the Company. If the Company is unable to file
the 2025 Form 20-F by January 31, 2027, the NYSE may move forward with the initiation of suspension and delisting procedures. The NYSE
has informed the Company that the NYSE will maintain the “LF” indicator on the Company’s securities and that the Company
will remain on the NYSE’s “late filer” list on www.nyse.com until the Company is current with all of its periodic
filings with the SEC.
As previously disclosed,
the Company has engaged EliteCPA P.C. as its independent registered public accounting firm in connection with the audit of the Company’s
financial statements for the fiscal year ended December 31, 2025, necessary to prepare and file the Company’s 2025 Form 20-F. The
Company is working diligently to complete and file the 2025 Form 20-F as soon as practicable. The Company intends to continue its efforts
to complete the delayed filings within the periods granted by the NYSE and to maintain its NYSE listing. However, there can be no assurance
that the Company will be able to complete and file the 2025 Form 20-F or any other delayed filings within the periods granted by the
NYSE or at all, or that the NYSE will not accelerate trading suspension prior to the end of the additional trading period or move forward
with the initiation of suspension and delisting procedures. Any suspension of trading in, or delisting of, the Company’s securities
could adversely affect the liquidity and market price of the Company’s securities.
About Scully
Royalty Ltd.
Scully Royalty
Ltd. (NYSE: SRL) holds a net revenues royalty interest on the Scully 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 statements which are, or may be deemed to be, "forward-looking statements" which are prospective in nature, including
statements regarding the timing of the filing of the 2025 Form 20-F and any other delayed filings and the Company’s ability to
regain compliance with the NYSE’s continued listing standards and maintain its NYSE listing, and the Company's plans and strategies.
Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events,
and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed
or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking
words such as "plans", "expects", "estimates", "intends", "believes", or variations
of such words and phrases or statements that certain actions, events or results "may", "could", "should",
"would", "might" or "will" be taken, occur or be achieved. Such statements are qualified in their entirety
by the inherent risks and uncertainties surrounding future expectations. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause actual results, revenues, performance or achievements to be materially different from
any future results, performance or achievements expressed or implied by the forward-looking statements. Important factors that could
cause actual results, revenues, performance or achievements to differ materially from expectations include, among other things: (i) the
Company’s ability to complete and file the 2025 Form 20-F and any other delayed filings within the time periods granted by the
NYSE or at all, including as a result of delays in the completion of the audit; (ii) the risk that the NYSE accelerates a trading suspension
prior to the end of the January 31, 2027 additional trading period or begins suspension and delisting procedures, including if the Company
does not complete and file the 2025 Form 20-F and any other delayed filings; (iii) the effect of any trading suspension or delisting
on the liquidity and market price of the Company’s securities; (iv) economic and market conditions; (v) future dividends, if any,
are dependent on the Company's financial position and other factors and the Company may fail to declare dividends in the future or at
all; (vi) any failure by the operator of the mine underlying the Company's interest to complete its plans as disclosed by it or at all;
(vii) risks and uncertainties involving litigation; and (viii) other risks set forth in our public disclosure, and other risks beyond
our control. Such forward-looking statements should therefore be construed in light of such factors. Other than in accordance with its
legal or regulatory obligations, the Company is under no obligation, and it expressly disclaims any intention or obligation to update
or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Additional information
about these and other assumptions, risks and uncertainties is set out in the "Risk Factors" section of the Company's most recent
Annual Report on Form 20-F and its other public disclosure documents available under its profile at www.sec.gov.
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