Dreamland Limited Secures $18 Million Equity Purchase Agreement

Rhea-AI Summary

Dreamland (Nasdaq: TDIC) entered an $18.0 million Equity Purchase Agreement with Hudson Global Ventures on December 3, 2025. Over the next 24 months Dreamland may sell, at its option, up to $18,000,000 of ordinary shares to the investor, subject to conditions. As partial consideration the company issued 736,018 commitment shares to the investor.

Dreamland also agreed to a registration rights agreement and to file an initial Form F-1 to register resale of the commitment shares and any put shares, and to use reasonable best efforts to have the registration declared effective by the SEC.

Positive

• Up to $18.0M equity purchase facility available over 24 months
• Issued 736,018 commitment shares as part of consideration

Negative

• Potential shareholder dilution from up to $18.0M of shares sold
• Registered resale of commitment and put shares may increase near-term selling supply

Key Figures

Equity Purchase Size $18 million Equity Purchase Agreement with Hudson Global Ventures

Maximum Put Capacity US$18,000,000 Total ordinary shares Dreamland may sell under agreement

Facility Term 24 months Period during which Put Shares may be sold

Commitment Shares 736,018 shares Ordinary shares issued to Investor as consideration

Equity Agreement Date December 3, 2025 Date Equity Purchase Agreement and Registration Rights Agreement signed

Form 6-K Filing Date December 4, 2025 Date agreements were filed with the SEC as exhibits

Market Reality Check

$0.2811 Last Close

Volume Volume 106,570 is at 0.37x the 20-day average, indicating subdued trading before this news. low

Technical Shares at $0.2811 are trading below the $2.78 200-day MA and 96.44% below the 52-week high.

Peers on Argus 1 Down

Sector peers showed mixed moves, with TZUP up 5.15%, MCHX up 3.71%, TSQ up 0.41%, VSME down 7.01%, and ATY flat. Current TDIC conditions appear more company-specific than part of a uniform sector trend.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Nov 28	Listing compliance notice	Negative	+9.8%	Nasdaq notified Dreamland of minimum bid price deficiency and cure period.
Jul 24	IPO completion	Positive	-3.6%	Completion of IPO at $4.00 per share with 2,000,000 Class A shares offered.

Pattern Detected

Recent news flow has been dominated by capital markets events and listing compliance, with both prior announcements showing price moves opposite to their apparent sentiment.

Recent Company History

This announcement adds another capital markets agreement to Dreamland’s short public history. The company completed its IPO in July 2025, issuing 2,000,000 Class A shares at $4.00, followed by a Nasdaq notice on Nov 26, 2025 for failing the $1.00 minimum bid price, with a 180-day cure period to May 26, 2026. The new $18 million equity purchase agreement provides an additional financing avenue as the stock trades far below its IPO level.

Market Pulse Summary

The stock is surging +78.2% following this news. A strong positive reaction aligns with the company securing flexible access to up to $18 million in equity financing while trading far below its $7.90 52-week high. Historical news flow shows sizeable moves around capital markets and listing events, with prior reactions diverging from headline sentiment. Investors would need to weigh potential dilution from the 736,018 commitment shares and future puts against the added funding capacity and the stock’s already depressed levels.

Key Terms

registration rights agreement financial

"the Company also entered into a registration rights agreement (the “Registration Rights Agreement”)"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

registration statement regulatory

"the Registration Statement covering the resale of the Commitment Shares and Put Shares"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

form 6-k regulatory

"attached as Exhibit 99.1 to the Form 6-K filed to the U.S. Securities"

A Form 6-K is a report that companies listed in certain countries file to provide important updates, such as financial results, corporate changes, or other significant information, to regulators and investors. It functions like an official company update or news release, helping investors stay informed about developments that could affect their investment decisions.

AI-generated analysis. Not financial advice.

HONG KONG, Dec. 05, 2025 (GLOBE NEWSWIRE) -- Dreamland Limited (Nasdaq: TDIC) (the “Company” or “Dreamland”), an event management service provider based in Hong Kong, announced that on December 3, 2025, the Company entered into an Equity Purchase Agreement (the “Equity Purchase Agreement”) of $18 Million with Hudson Global Ventures, LLC (the “Investor”).

Entry into a Material Definitive Agreement

On December 3, 2025, Dreamland entered into the Equity Purchase Agreement with the Investor pursuant to which the Company will have the right, but not the obligation to sell to the Investor, and the Investor will have the obligation to purchase from the Company up to US$18,000,000 worth of the Company’s ordinary shares (the “Put Shares”) at the Company’s sole discretion over the next 24 months, subject to certain conditions precedent and other limitations. Concurrently with the execution of the Equity Purchase Agreement, the Company agreed to issue 736,018 of the Company’s ordinary shares (the “Commitment Shares”) to the Investor as part of the consideration. A copy of the Equity Purchase Agreement is attached as Exhibit 99.1 to the Form 6-K filed to the U.S. Securities and Futures Commission (the “SEC”) on December 4, 2025.

The foregoing description of the Equity Purchase Agreement is a summary of the material terms of such agreement, and does not purport to be complete and is qualified in its entirety by reference to the Equity Purchase Agreement.

On the same date, the Company also entered into a registration rights agreement (the “Registration Rights Agreement”) with the Investor, pursuant to which the Company agreed to submit to the SEC an initial registration statement on Form F-1 (the registration statement, as amended, the “Registration Statement”) covering the resale of the Commitment Shares and Put Shares, which may have been, or which may from time to time be, issued under the Equity Purchase Agreement for public resale, and to use its reasonable best efforts to cause the Registration Statement to be declared effective by the SEC. A copy of the Registration Rights Agreement is attached as Exhibit 99.2 to the Form 6-K filed to the SEC on December 4, 2025.

The foregoing description of the Registration Rights Agreement is a summary of the material terms of such agreement, and does not purport to be complete and is qualified in its entirety by reference to the Registration Rights Agreement.

The Equity Purchase Agreement and Registration Rights Agreement contain customary representations, warranties and agreements by the Company and customary conditions to the Investor’s obligation to purchase the Put Shares. They are contractual documents that establish and govern the legal relations between the Company and the Investor and are not intended to be a source of factual, business or operational information about the Company for other investors and potential investors of the Company.

About Dreamland Limited

Dreamland Limited is an event management service provider specializing in assisting event organizers in organizing, planning, promoting and managing themed tour walk-through experience events for IP owners of characters in well publicized animated cartoons and/or live action theatrical motion pictures.

Forward-Looking Statements

Matters discussed in this press release may constitute forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, other than statements of historical facts. The words “believe,” “anticipate,” “intends,” “estimate,” “potential,” “may,” “should,” “expect” “pending” and similar expressions identify forward-looking statements. The forward-looking statements in this press release are based upon various assumptions. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations. 

For further information, please contact:

Dreamland Limited

Tel: (852) 5628 6281

Email: info@trendicint.com

FAQ

What did Dreamland (TDIC) announce on December 3, 2025 regarding financing?

Dreamland entered an $18.0 million Equity Purchase Agreement with Hudson Global Ventures dated December 3, 2025.

How many shares did Dreamland issue to Hudson Global Ventures in the TDIC agreement?

The company issued 736,018 commitment shares to the investor as part of the transaction consideration.

How long can Dreamland sell shares under the TDIC Equity Purchase Agreement?

Dreamland may sell shares to the investor at its option over a 24-month period following the agreement.

Will Dreamland register the resale of shares from the TDIC financing with the SEC?

Yes; Dreamland agreed to file an initial Form F-1 and use reasonable best efforts to have the registration declared effective for resale of the commitment and put shares.

What is the maximum dollar value of shares Dreamland can sell under the TDIC agreement?

The investor is obligated to purchase up to $18,000,000 worth of the company’s ordinary shares under the agreement.