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Dreamland Ltd (TDIC) reports that IMPERIAL VISION FUND SPC SERIES 1 has amended its Schedule 13G to state it no longer beneficially owns any of the company’s ordinary shares. The fund previously held Class A ordinary shares but sold 320,000 Class A shares under a Sale and Purchase Agreement dated August 6, 2026.
As of August 17, 2026, Dreamland had 3,485,583 ordinary shares outstanding, consisting of 3,405,583 Class A shares and 80,000 Class B shares. Following the transaction, the reporting person reports 0 shares beneficially owned and 0% of the class, with no voting or dispositive power.
Dreamland Limited is a Cayman holding company operating mainly through Trendic International in Hong Kong, where it organizes, plans, promotes and manages IP-based “experience events” and provides design and merchandising services across Hong Kong and selected Southeast Asian markets. Financial statements are prepared under IFRS in Hong Kong dollars.
The company completed its IPO on July 23, 2025, issuing 1,340,000 Class A shares at US$4.00 for gross proceeds of US$5.36 million, alongside a secondary sale of 660,000 shares. For the fiscal year ended March 31, 2026, net revenue rose to HK$50.7 million, up 10.7% from HK$45.8 million in 2025 and up 124.1% from HK$20.1 million in 2024, reflecting a shift from pure service contracts to direct investment and co-investment in experience events.
Despite revenue growth, results swung from net profits of HK$7.1 million in 2024 and HK$6.4 million in 2025 to a net loss of HK$74.1 million in 2026. The business faces high customer and supplier concentration, dependence on key executives and event organizers, exposure to macro and regulatory risks in Hong Kong and Southeast Asia, and evolving PRC oversight. Management and the auditor identified multiple material weaknesses in internal control over financial reporting, including control environment, systems, revenue recognition, related-party approvals and classification of key accounts.
Dreamland Ltd insider Seto Wai Yue filed an amended Schedule 13D reporting beneficial ownership of 1,149,890 ordinary shares, representing 32.99% of Dreamland’s total outstanding ordinary shares as of August 7, 2026. This consists of 1,069,890 Class A Ordinary Shares and 80,000 Class B Ordinary Shares.
The filing states that 580,000 Class A and 72,000 Class B shares were acquired from Dreamland in a private placement under a Securities Purchase Agreement dated July 7, 2026 at USD 3.75 per share, and 320,000 Class A shares were acquired from Imperial Vision Fund SPC Series 1 SP under a Sale and Purchase Agreement dated August 6, 2026, also at USD 3.75 per share. Each Class A share carries one vote and each Class B share carries twelve votes; the reported 32.99% figure reflects percentage of total ordinary shares, not voting power. The reporting person is Dreamland’s Chief Executive Officer, a director, and Chairlady, and states that the shares are held for investment purposes.
Dreamland Ltd (TDIC) director and Chief Executive Officer Seto Wai Yue reported open-market or private purchases of both Class A and Class B ordinary shares. On July 7, 2026, the reporting person acquired 580,000 Class A and 72,000 Class B ordinary shares at $3.75 per share in a private placement, with Class B shares convertible into Class A on a one-for-one basis. On August 13, 2026, the reporting person purchased an additional 320,000 Class A ordinary shares at $3.75 per share under a Sale and Purchase Agreement dated August 6, 2026. Following the July 7 transaction, Class B holdings were 80,000 shares. These transactions were not reported as made under a Rule 10b5-1 trading plan.
Dreamland Limited reported a share transfer between an existing shareholder and its Chief Executive Officer, Ms. Seto Wai Yue. Under a Sale and Purchase Agreement dated August 6, 2026, Imperial Vision Fund SPC Series 1 SP sold 320,000 Class A ordinary shares to Ms. Seto at US$3.75 per share, for a total of US$1,200,000. Ms. Seto’s beneficial ownership increased from 749,890 Class A shares (about 22.01%) to 1,069,890 shares (about 31.42%) of the 3,405,583 Class A shares outstanding as of August 6, 2026. The company is not a party to the agreement, issued no new securities, and will receive no proceeds. The Board of Directors reviewed and acknowledged this related-party transaction in line with its related-party transaction policy and corporate governance guidelines.
Dreamland Ltd insider Seto Wai Yue filed a Schedule 13D reporting significant ownership of the company’s ordinary shares. As of July 10, 2026, Seto beneficially owns 829,890 ordinary shares, consisting of 749,890 Class A Ordinary Shares and 80,000 Class B Ordinary Shares, representing 23.81% of the issuer’s 3,485,583 outstanding ordinary shares.
The position includes shares acquired under a Securities Purchase Agreement dated July 7, 2026, where Seto agreed to purchase 580,000 Class A and 72,000 Class B shares in a private placement at USD 3.75 per share. Each Class A share carries one vote and each Class B share twelve votes; the reported 23.81% figure is based on share count rather than voting power. Seto, who is Chairlady, Director and Chief Executive Officer of Dreamland Ltd, states the shares are held for investment purposes and discloses no current plans regarding major corporate actions beyond board-related discussions.
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.