Agility Capital Holding 2026 Half-Year Report filed

The below summarizes the Group’s performance through June 30, 2026.

Agility Capital Holding (ENX:AGIL)

TAMPA, FL, UNITED STATES, September 30, 2026 /EINPresswire.com/ -- Agility Capital Holding Inc. ("Agility") (Euronext: AGIL) is pleased to announce that its 2026 Half-year Report and Audited Consolidated Financial Statements have been filed with the Euronext (“Euronext Amsterdam”) and the Netherlands Authority for Financial Markets (“AFM”). As a Designated Foreign Issuer with respect to Canadian securities regulations, the 2026 Half-year Report is intended to comply with the rules and regulations set forth by the AFM and the Euronext Amsterdam.

Below are certain material excerpts from the full 2026 Half-year Report the entirety of which can be found on our website at www.agility.capital

LETTER FROM CEO

Dear Shareholders and Investors:

The below summarizes the Group’s performance through June 30, 2026.

1. CHANGES IN PERFORMANCE IN 2026

Summary P&L performance: Group revenue from continuing businesses increased by $830 thousand or 9.2%, while adjusted EBITDA increased by $245 thousand or 15.0%. Consolidated Profit from continuing operations for the period is $5.0 million, an improvement of $5.1 million as compared with 2025 Half-year results. This improvement was largely due to extraordinary one-time gains in other gains and losses.

Summary balance sheet performance: The Group’s total borrowings are now $1.1 million as compared to $5.6 million as of half-year 2025. When accounting for obligations under leases for our operating businesses, the Group has a net debt of $6.3 million as compared to $10.2 million through half-year 2025.

Below we discuss our ongoing developments within the US restaurant industry as investors, strategic advisory partners and investment bankers, and for our legacy international real estate and hospitality holdings.

2. U.S. RESTAURANT INDUSTRY

Our CEO has spent more than 15 years researching how restaurant category leaders emerge and often out-earn their next 7-9 direct competitors combined. In 2025, he brought that knowledge base into Agility Capital and the Group took over his DineRock brand (see www.dinerock.com). The knowledge of category leader outperformance now supports both investment portfolio members and advisory clients, and the Group sees multiple high-value ways to leverage its expertise over time.

Investments to Date: The Group has invested in eleven brands as either an equity investor or a lender with equity rights. Here are two highlighted brands: A) Roll Play: The Group owns 10% of the equity of this three-unit, Vietnamese fast casual brand. Roll Play competes for rotations with both Chipotle and Cava, and yet has average unit volume of approximately $5.0 million as compared to $4 million and $3 million respectively. Roll Play is currently expanding one existing location and building a fourth, both to open by year-end. It is committed to reaching 10 units be year-end 2027. The Group believes that Roll Play may have a possible 1,000-unit opportunity. B) Chasin’ Tails: The Group owns 10% of the equity of this brand, which generates approximately $10 million a year in revenue in a single venue. The Group believes that Chasin’ Tails may have a 20-unit nationwide opportunity. Additional investments include: A) 10% equity stake (with shared first rights for additional equity in each) Nue (most awarded of our entire portfolio), An (on the leading edge of wellness restaurant brands), and Tea’s N’ You (just opened its second location); B) 70% stake in the holding company that owns the IP and development rights to Alyce and One World Pizza (recent recipient of Food & Wines 9 Hottest New Pizzerias in the US); and C) 90% stake in the holding company that owns the development rights for Saucy Mama’s, whose same store revenue is up approximately 30% year-to-date. The Group is currently evaluating other investments.

Advisory Business: The Group launched an accelerator service for non-investee independent restaurants in late March 2026. Early-stage executed contracts are growing, though the Group continues to search for the best business model to scal. The Group has commenced operation as a boutique investment bank specialized in providing advisory and capital‑raising services to our Targets. Specifically, the company is now able to transact in corporate finance, capital markets advisory, and M&A advisory within the U.S., and will integrate those services with its platforms and finance team in Europe and Latin America. In the United States, Agility is pleased to partner with the registered broker-dealer Finalis Securities, LLC. Agility Capital is not a registered broker-dealer, and Finalis Securities LLC and Agility Capital are separate, unaffiliated entities. The Company anticipates initial, modest financial advisory revenue streams in the next two years as mandates commence.

3. INTERNATIONAL REAL ESTATE

Here is our material progress as of the date of publication of this 2026 Half-year Report:

Office-to-Condominium Conversion: The Group is in the process of converting its 7,936 m2 office complex into 71 condominium apartments with 33 mini store rooms and 78 parking spaces (includes parking for visitors). The construction budget is now forecasted to be approximately $4.5 million; the value of to-be-sold property is approximately $14 million and the project is forecasted to be fully delivered and sold by year-end 2027. Final construction plans and related permits were received in September 2026 and construction will begin in October 2026.

New Office Building Lease-to-Acquisition: As previously reported, the Group has leased a fully finished 8-story, 1,811 m2 office building adjacent to Kennedy Park in the heart of Miraflores in Lima, Peru. The building is in impeccable condition, but unoccupied and distressing on the landlord-seller. The Group has an option to purchase the building for just $1.8 million, materially below market rate, between now and December 31, 2027. During 2026, the Group has invested to reposition the offices for a combination of flexible and long-term tenants, which are the mix in our existing office complex. Tenants began to move in as of September 2026. We believe this development may open up adjacent opportunities. We also believe that it will be cash flow positive by Q4 2026—a year ahead of earlier projections.

New Food Park Development: Agility owns a 56% interest in a Nicaraguan holding company that owns approximately 17,506 m2 of land divided among 5 parcels, some with significant tenant improvements as more fully detailed on page 13. On one parcel of our land that is primarily used for overflow parking, we have operated a food park with our own 3 food outlets since 2021. The Group is interested to further test this business model (in this low-cost environment) for possible later expansion purposes elsewhere and has purchased approximately 9,000 m2 of land to develop a new food park prototype and additional commercial real estate under a masterplan that should open for business by Q1 2027.

4. LEGACY HOSPITALITY HOLDINGS

Legacy Hospitality Operations & Related Real Estate: As of the publication date of this 2026 Half-year Report, the Group continues to own a 56% interest in a Nicaraguan holding company that owns the following assets: A) Gaming: Six gaming venues with a combined approximately 685 gaming positions; and B) Real Estate: Approximately 13,132 m2 of land divided among 5 parcels and, as of 2023, with a total appraised value of $10.5 million with negligible debt.
During the half-year ended June 30, 2026, the Group engaged in the following material events:
Restaurant Portfolio: As of the date of publication of this 2026 Half-year Report, the Group is now invested in eleven restaurant brands located in the NYC area, the Washington DC area and in Texas. Additional investments are being evaluated. For guidance, see the Letter from the CEO.

Treasury Management: As of the date of publication of this 2026 Half-year Report, the Group has repurchased approximately 15.2% of its issued and outstanding shares, which are now custodied in its treasury. It also owns 2,100 units of IBIT, a Bitcoin ETF, at a price of $48.46.

Reduction of Historical Liabilities: During the period, the Group completed a review of certain long-standing liabilities, some in excess of 10 years, and determined that approximately US$4.6 million should be derecognized, resulting in a corresponding reduction in the Group’s outstanding liabilities and the recognition of a gain under Other Gains and Losses.

Below are material Group updates as from the six months ended June 30, 2026 until the date of publication of this 2026 Half-year Report:

Development Progress and Office Relocation: As of September 2026, the Group has obtained the necessary construction permit to commence the conversion of existing offices into a development of 71 residential apartments in Miraflores, Lima, Peru. As of the date of this report, 38 apartments have been sold. The leases of the current office building are scheduled to terminate in October 2026, with multiple tenants transitioning to Cantuarias, a nearby, eight-story, 1,819-square-meter office building that the Group has leased with a favorable option to purchase.

Financing Agreement: In September 2026, the Group entered into a USD 2.0 million financing agreement with a member of the Board of Directors, to be funded in two USD 1.0 million tranches, with the second tranche expected to be funded in 2027. The loan bears interest at 15% per annum and has an initial maturity date of September 18, 2028, with an option to extend for up to one additional year

Equity Incentive Plan: In April 2025, the Board of Director approved an equity incentive plan for executives. The plan originally contemplated the granting of stock options for 2025, 2026 and 2027. In September 2026, the Board approved an amendment to the plan pursuant to which the awards for 2026 and 2027 were changed from stock options to direct share awards, primarily to simplify the administration and accounting of the Group’s equity compensation program as follows: During 2026, a maximum of 82,078 shares; and during 2027, a maximum of 90,286 shares.

RISK MANAGEMENT: For more detail on Risk Factors, see Chapter 5 of the Group's 2026 Half-year Report.

MANAGEMENT STATEMENT ON "GOING CONCERN”: Management has reviewed their plan with the Directors and has collectively formed a judgment about the Going Concern of the Group. In arriving at this judgment, Management has prepared the cash flow projections of the Group. Directors have reviewed this information provided by Management and have considered the information in relation to the financing uncertainties in the current economic climate, the Group’s existing commitments and the financial resources available to the Group. Specifically, Directors have considered: (i) there are limited sources of new financing available to the Group; (ii) the Group has limited trading exposures to our local suppliers and retail customers; (iii) other risks to which the Group is exposed, the most significant of which is considered to be regulatory risk; (iv) sources of Group income, including management fees charged to and income distributed from its various operations; (v) cash generation and debt amortization levels; (vi) fundamental trends of the Group’s businesses; (vii) ability to re-amortize and unsecured lenders; and (vii) level of interest of third parties in the acquisition of certain operating assets, and status of genuine progress and probability of closing within the Going Concern period. The Directors have also considered these critical factors that might affect continuing operations:

Special Resolution: On September 21, 2016, the Group’s shareholders approved a special resolution that, among other items, authorized the Board of Directors of the Corporate to sell “any or all remaining assets of the Corporation in such amounts and at such times as determined by the Board of Directors.” This resolution facilitates the sale of any one or any combination of assets required to support maintaining of a Going Concern by the Group.
Corporate Expense and Cash Flow: Corporate expense has decreased materially in recent years but still must accommodate for compliance as a public company.

Liquidity and Working Capital: As of the date of publication of this 2026 Half-year Report, the Group forecasts to operate with higher levels of reserves and working capital than in recent years, but to create a healthy level of working capital reserves for periods beyond the Going Concern period may require the sale of additional assets.
The Group positioned to sustain Going Concern as of the publication date of this 2026 Half-year Report. Below are events that could support increased liquidity and reduced risk of Going Concern.

Office-to-Condo Conversion: The Group is in the process of converting its 7,936 m2 office complex into 71 condominium apartments with 33 mini store rooms and 78 parking spaces (includes parking for visitors). The construction budget is now forecasted to be approximately $4.5 million; the value of to-be-sold property is approximately $14 million and the project is forecasted to be fully delivered and sold by year-end 2027. Final construction plans and related permits were received in September 2026 and construction will begin in October 2026. As of the date of publication of this 2026 Half-year Report, we have pre-sold 38 apartments for approximately $5.74 million and the project to be fully delivered and sold between September to November 2027.

New Office Building Lease-to-Acquisition: As previously reported, the Group has leased a fully finished 8-story, 1,811 m2 office building adjacent to Kennedy Park in the heart of Miraflores in Lima, Peru. The building is in impeccable condition, but unoccupied and distressing on the landlord-seller. The Group has an option to purchase the building for just $1.8 million, materially below market rate, between now and December 31, 2027. During 2026, the Group has invested to reposition the offices for a combination of flexible and long-term tenants, which are the mix in our existing office complex. Tenants began to move in as of September 2026. We believe this development may open up adjacent opportunities. We also believe that it will be cash flow positive by Q4 2026—a year ahead of earlier projections.

New Food Park Development: Agility owns a 56% interest in a Nicaraguan holding company that owns approximately 17,506 m2 of land divided among 5 parcels, some with significant tenant improvements as more fully detailed on page 13. On one parcel of our land that is primarily used for overflow parking, we have operated a food park with our own 3 food outlets since 2021. The Group is interested to further test this business model (in this low-cost environment) for possible later expansion purposes elsewhere and has purchased approximately 9,000 m2 of land to develop a new food park prototype and additional commercial real estate under a masterplan that should open for business by Q1 2027.

Other liquidity events: The Group has substantially reduced its unsecured lender obligations. The Group continues to work with those few remaining.

Considering the above, Management and Directors are satisfied that the consolidated Group has adequate resources to continue as a Going Concern for at least the 12 months following the filing date of this report. For these reasons, Management and Directors have therefore prepared the the consolidated financial statements on a Going Concern basis.

These interim consolidated financial statements have been prepared in accordance with the accounting policies adopted in the last annual consolidated financial statements for the year ended December 31, 2025. The preparation of the condensed set of Interim Financial Statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense.

Peter LeSar
Agility Capital Holding
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