Dreamland Ltd SEC Filings

Dreamland Ltd director and Chief Executive Officer Seto Wai Yue acquired 580,000 Class A Ordinary Shares and 72,000 Class B Ordinary Shares of TDIC at $3.75 per share in a private placement that closed on July 7, 2026. Following these purchases, Seto holds 749,890 Class A shares and 80,000 Class B shares directly. Each Class B share is convertible into one Class A share at the holder’s option.

Dreamland Limited entered into a private placement with its Chief Executive Officer, Ms. Seto Wai Yue, issuing 580,000 Class A ordinary shares and 72,000 Class B ordinary shares at US$3.75 per share, for aggregate gross proceeds of US$2,445,000. The transaction was reviewed and approved by disinterested directors, with Ms. Seto recusing herself. The company plans to use the funds for general working capital and corporate purposes. The unregistered securities were issued offshore under Regulation S and are subject to transfer restrictions. Each Class B share carries twelve votes versus one vote for each Class A share, increasing the CEO’s voting power, and no general shareholder meeting was convened due to Dreamland’s reliance on home-country practice under Nasdaq rules.

Dreamland Ltd Schedule 13G: IMPERIAL VISION FUND SPC SERIES 1 reports beneficial ownership of 320,000 Class A ordinary shares, equal to 13.04% of the Class A shares on a total-share basis. The filing states the 13.04% figure is based on 2,453,583 ordinary shares outstanding as of June 29, 2026. The reporting person holds sole voting and dispositive power over the reported 320,000 shares. The filing is signed by Fong Chung Yin Wilson as Director on July 6, 2026.

Dreamland Limited entered into a private placement with Golden Crown Consulting Limited, issuing 380,000 Class A ordinary shares at US$3.75 per share for aggregate gross proceeds of US$1,425,000. The deal closed substantially concurrently with signing the securities purchase agreement.

The company plans to use the net proceeds for general working capital and corporate purposes. The shares were issued in an offshore transaction to a non-U.S. person under Regulation S, are unregistered under the Securities Act, and are subject to transfer restrictions and a Regulation S distribution compliance period.

Dreamland Limited entered into a private placement with Imperial Vision Fund SPC Series 1 SP, issuing 320,000 Class A ordinary shares at US$3.75 per share for aggregate gross proceeds of US$1,200,000.

The transaction closed substantially concurrently with signing and was conducted as an offshore offering to a non-U.S. person under Regulation S. The company plans to use the net proceeds for general working capital and corporate purposes. The new shares are unregistered under the Securities Act, carry restrictive legends, and are subject to transfer and distribution compliance period limitations, especially regarding offers or sales to U.S. persons.

Dreamland Limited, a foreign private issuer based in Hong Kong, submitted an update noting a change to its principal executive office address. On June 10, 2026, the company moved its main office to RM 18E, Billion Plaza Phase 2, 10 Cheung Yue Street, Cheung Sha Wan, Hong Kong.

Dreamland Limited plans a 1-for-25 reverse stock split of its ordinary shares, approved by shareholders and the board, and expects it to become effective on June 15, 2026, with trading on a split-adjusted basis starting that day, subject to Nasdaq Operations notice requirements.

Immediately before the split, the company has 37,738,905 ordinary shares outstanding, consisting of 37,538,905 Class A shares and 200,000 Class B shares. After the split, this is expected to adjust to approximately 1,509,557 ordinary shares, made up of about 1,501,557 Class A shares and 8,000 Class B shares. Fractional shares will not be issued and will instead be rounded up to the nearest whole share.

The company is also reducing its authorized share capital on the same 1-for-25 ratio, keeping the total authorized capital at US$100,000 but changing from 2,000,000,000 shares at US$0.00005 par value to 80,000,000 shares at US$0.00125 par value, with separate Class A and Class B authorizations maintained. No other material changes to the terms of the securities are anticipated in connection with this action.

Dreamland Limited, a Cayman Islands company listed on Nasdaq, has elected to rely on the Nasdaq home country practice exemption under Rule 5615(a)(3) for several corporate governance requirements. This allows the company to follow Cayman Islands practices instead of certain Nasdaq Marketplace Rule 5600 Series provisions.

The exemptions cover holding annual shareholder meetings, proxy solicitation, and Nasdaq’s shareholder approval rules for major share issuances, acquisitions, changes of control, equity compensation, large private placements and voting rights protections. Cayman counsel Conyers Dill & Pearman confirmed these practices are not prohibited by Cayman Islands law, and the company states that aside from these areas its governance generally aligns with Nasdaq’s standards.

Dreamland Limited, through its subsidiary Trendic International Limited, has entered into a non-binding Memorandum of Understanding with Hong Kong-based LinkFung Innovation Limited to explore a comprehensive AI-powered intelligent image library platform. The planned system would combine real-time face detection, automated content tagging, intelligent filtering, and sentiment recognition with scalable cloud infrastructure and high-performance databases using vector embeddings for AI search and recommendations.

The project is estimated to run for twelve months from commencement, with intellectual property in project-specific deliverables vesting in Trendic upon full payment. The MoU includes binding provisions on intellectual property, confidentiality, and data protection but is generally non-binding overall, and there is no assurance a definitive service agreement will be executed or that the project will be completed.