Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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THE ROYALAND COMPANY LTD. (Name of Issuer) |
Class B Common Shares, $0.0002 par value per share (Title of Class of Securities) |
G7711M109 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G7711M109 |
| 1 | Names of Reporting Persons
Pinehurst Partners LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
COLORADO
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,500,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
35.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: For Row 5, 7 and 9: Reflects 2,500,000 class B common shares, $0.0002 par value per share ("Class B Common Shares"), of The RoyaLand Company Ltd. (the "Issuer"), issuable upon conversion of 2,500,000 class A common shares, $0.0002 par value per share ("Class A Common Shares"), of the Issuer, held directly by Pinehurst Partners LLC. The Class A Common Shares will convert on a one-to-one basis into Class B Common Shares (i) at the option of the holder or (ii) automatically upon the transfer of the Class A Common Shares, except upon transfer to another holder of Class A Common Shares.For Row 5: The holders of Class A Common Shares are entitled to twenty (20) votes for each Class A Common Share held of record, and the holders of Class B Common Shares are entitled to one (1) vote for each Class B Common Share held of record, on all matters submitted to a vote of the shareholders. The amounts of voting power reflect the assumed prior conversion of the Class A Common Shares beneficially owned by this Reporting Person (as defined below) into Class B Common Shares.For Row 11: The denominator of the fraction from which this percentage is calculated is 6,975,000 Class B Common Shares, which consists of (i) 4,475,000 Class B Common Shares outstanding as of December 31, 2024, and (ii) the 2,500,000 Class B Common Shares issuable upon conversion of the Class A Common Shares beneficially owned by this Reporting Person. The numerator of the fraction from which the percentage is calculated is 2,500,000 Class B Common Shares, which consists of the 2,500,000 Class B Common Shares issuable upon conversion of the Class A Common Shares that were beneficially owned by this Reporting Person.
SCHEDULE 13G
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| CUSIP No. | G7711M109 |
| 1 | Names of Reporting Persons
Daniel Joseph McClory | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,500,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
35.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: For Row 5, 7 and 9: Reflects 2,500,000 Class B Common Shares of the Issuer issuable upon conversion of 2,500,000 Class A Common Shares held by Pinehurst Partners LLC, which Daniel Joseph McClory is deemed to beneficially own. The Class A Common Shares will convert on a one-to-one basis into Class B Common Shares (i) at the option of the holder or (ii) automatically upon the transfer of the Class A Common Shares, except upon transfer to another holder of Class A Common Shares.For Row 5: The holders of Class A Common Shares are entitled to twenty (20) votes for each Class A Common Share held of record, and the holders of Class B Common Shares are entitled to one (1) vote for each Class B Common Share held of record, on all matters submitted to a vote of the shareholders. The amounts of voting power reflect the assumed prior conversion of the Class A Common Shares beneficially owned by this Reporting Person (as defined below) into Class B Common Shares.For Row 11: The denominator of the fraction from which this percentage is calculated is 6,975,000 Class B Common Shares, which consists of (i) 4,475,000 Class B Common Shares outstanding as of December 31, 2024, and (ii) the 2,500,000 Class B Common Shares issuable upon conversion of the Class A Common Shares beneficially owned by this Reporting Person. The numerator of the fraction from which the percentage is calculated is 2,500,000 Class B Common Shares, which consists of the 2,500,000 Class B Common Shares issuable upon conversion of the Class A Common Shares that were beneficially owned by this Reporting Person.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
THE ROYALAND COMPANY LTD. | |
| (b) | Address of issuer's principal executive offices:
Clarendon House, 2 Church Street, Hamilton, Pembroke, HM11, Bermuda | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is being jointly filed by Pinehurst Partners LLC, a Colorado limited liability company, and Daniel Joseph McClory, an individual (each, a "Reporting Person"). | |
| (b) | Address or principal business office or, if none, residence:
The principal business address of Pinehurst Partners LLC is 6526 Gunpark Drive, Suite 370-103, Boulder, CO 80301. The residence of Daniel Joseph McClory is 37 Cardiff, Laguna Niguel, CA 92677. | |
| (c) | Citizenship:
Pinehurst Partners LLC is a Colorado limited liability company.Daniel Joseph McClory is a citizen of the United States and Italy. | |
| (d) | Title of class of securities:
Class B Common Shares, $0.0002 par value per share | |
| (e) | CUSIP No.:
G7711M109 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See Row 9 of the cover page for each Reporting Person. | |
| (b) | Percent of class:
See Row 11 of the cover page for each Reporting Person. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See Row 5 of the cover page for each Reporting Person. | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Row 7 of the cover page for each Reporting Person. | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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| < td width="50%" class="tableClassNoBorder"> |
| Signature: | /s/ Daniel Joseph McClory |
| Name/Title: | Daniel Joseph McClory |
| Date: | 02/04/2025 |