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Dreamland Limited (TDIC) CEO lifts ownership to 31.4% after $1.2M share deal

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • None.

Filing Explained

The transfer closed on August 6, 2026, but Dreamland still expects to take customary steps—subject to legal, regulatory, company-policy, and transfer-agent requirements—to reflect the completed transfer in its records.

Shares transferred 320,000 Class A ordinary shares Sold by Imperial Vision Fund SPC Series 1 SP to CEO under SPA dated August 6, 2026
Per-share purchase price US$3.75 per share Price paid by CEO for 320,000 Class A ordinary shares
Aggregate purchase price US$1,200,000 Total consideration for the 320,000 Class A ordinary shares
CEO ownership before 749,890 Class A shares (22.01%) Beneficial ownership of Class A ordinary shares prior to the transaction
CEO ownership after 1,069,890 Class A shares (31.42%) Beneficial ownership of Class A ordinary shares after the transaction
Shares outstanding 3,405,583 Class A shares Class A ordinary shares outstanding as of August 6, 2026
Par value per share US$0.00125 per share Par value of Dreamland Limited Class A ordinary shares
Transaction closing date August 6, 2026 Date on which closing of the share transfer occurred
Sale and Purchase Agreement regulatory
"entered into a Sale and Purchase Agreement (the “SPA”), dated as of August 6, 2026"
A sale and purchase agreement is a binding written contract that sets out the exact terms under which one party sells and another buys assets or a business, much like the detailed receipt and instructions you get when buying a house. It matters to investors because it defines the price, what is included, payment timing, and any promises or protections — all of which determine future cash flows, risk, and the value of the companies involved.
Regulation S regulatory
"originally issued by the Company to the Seller in a private placement pursuant to Regulation S"
Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.
foreign private issuer regulatory
"FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16"
A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.
beneficially owned financial
"Prior to the Transaction, the Purchaser beneficially owned 749,890 Class A ordinary shares"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

FAQ

What transaction did Dreamland Limited (TDIC) disclose in this 6-K?
Dreamland Limited disclosed a share transfer in which Imperial Vision Fund SPC Series 1 SP sold 320,000 Class A shares to CEO Ms. Seto Wai Yue under a Sale and Purchase Agreement dated August 6, 2026.

How did the CEO’s ownership in Dreamland Limited (TDIC) change after the transaction?
After purchasing 320,000 Class A shares, CEO Ms. Seto Wai Yue beneficially owns 1,069,890 Class A shares, increasing her stake from about 22.01% to about 31.42% of the company’s Class A shares outstanding as of August 6, 2026.

Did Dreamland Limited (TDIC) receive any proceeds from this share transfer?
No. Dreamland Limited stated it is not a party to the Sale and Purchase Agreement, is not issuing or selling any securities under it, and will not receive any proceeds from the sale of the 320,000 Class A shares.

What was the purchase price for the Dreamland Limited (TDIC) shares in the transaction?
The 320,000 Class A ordinary shares were sold at a purchase price of US$3.75 per share, resulting in an aggregate purchase price of US$1,200,000 under the Sale and Purchase Agreement between the seller and CEO Ms. Seto Wai Yue.

How many Dreamland Limited (TDIC) Class A shares were outstanding at the time of the transaction?
Dreamland Limited reported that 3,405,583 Class A ordinary shares were outstanding as of August 6, 2026, a figure used to calculate the ownership percentages before and after the CEO’s purchase of 320,000 shares.

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Form 6-K: How Foreign Companies Report to the SEC →

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER

THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of August 2026

 

Commission File Number: 001-42762

 

Dreamland Limited

(Exact name of registrant as specified in its charter)

 

RM 18E, Billion Plaza Phase 2

10 Cheung Yue Street, Cheung Sha Wan, Hong Kong

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☒ Form 40-F ☐

 

 

 

 

 

 

Disclosure of Share Transfer Between Shareholder and Chief Executive Officer

 

On August 11, 2026, Dreamland Limited, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), was notified that Imperial Vision Fund SPC Series 1 SP (the “Seller”) and Ms. Seto Wai Yue (the “Purchaser”), who serves as the Company’s Chief Executive Officer, a member of the Board of Directors, and a major shareholder of the Company, entered into a Sale and Purchase Agreement (the “SPA”), dated as of August 6, 2026, pursuant to which the Seller agreed to sell, assign, transfer, and deliver to the Purchaser, and the Purchaser agreed to purchase and acquire from the Seller, an aggregate of 320,000 Class A ordinary shares of the Company, par value US$0.00125 per share (the “Sale Shares”), at a purchase price of US$3.75 per share, for an aggregate purchase price of US$1,200,000 (the “Transaction”).

 

Prior to the Transaction, the Purchaser beneficially owned 749,890 Class A ordinary shares of the Company, representing approximately 22.01% of the Company’s outstanding Class A ordinary shares. Following the consummation of the Transaction, the Purchaser beneficially owns 1,069,890 Class A ordinary shares of the Company, representing approximately 31.42% of the Company’s outstanding Class A ordinary shares. The foregoing percentages are based on 3,405,583 Class A ordinary shares of the Company outstanding as of August 6, 2026.

 

The SPA contains customary representations, warranties and agreements by the Seller and the Purchaser, customary conditions to closing, and other obligations of the parties. The closing of the Transaction occurred on August 6, 2026, following satisfaction or waiver of the applicable closing conditions under the SPA.

 

The Sale Shares were originally issued by the Company to the Seller in a private placement pursuant to Regulation S under the Securities Act of 1933, as amended. The Company is not a party to the SPA, is not issuing or selling any securities pursuant thereto, and is not receiving any proceeds from the sale of the Sale Shares. The Company has been informed of the Transaction and, subject to satisfaction of applicable legal, regulatory, Company policy and transfer agent requirements, expects to take customary actions necessary to reflect the transfer of the Sale Shares in the Company’s records or with its transfer agent.

 

The Transaction constitutes a related-party transaction by virtue of the Purchaser’s positions as Chief Executive Officer, director, and major shareholder of the Company. The Company’s Board of Directors has reviewed and acknowledged the Transaction in accordance with the Company’s related-party transaction policy and corporate governance guidelines.

 

The foregoing summary of the terms of the SPA does not purport to be complete and is qualified in its entirety by the full text of the SPA, a copy of which is furnished as Exhibit 99.1 to this Report on Form 6-K and incorporated herein by reference.

 

Information Contained in This Report on Form 6-K

 

The information contained in this Report on Form 6-K, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

 

EXHIBIT INDEX

 

Exhibit No.   Description
99.1*   Sale and Purchase Agreement, dated August 6, 2026, by and between Imperial Vision Fund SPC Series 1 SP and Ms. Seto Wai Yue

 

* Certain personally identifiable information and other information has been omitted from the exhibit pursuant to Item 601(a)(6) of Regulation S-K. The registrant hereby undertakes to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon request.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Dreamland Limited
Date: August 11, 2026    
  By: /s/ Lee Wai Kit
  Name: Lee Wai Kit
  Title: Chief Financial Officer

 

 

 

 

 

Exhibit 99.1

  

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

  

 

 

 

 

  

 

 

  

 

 

 

  

 

 

 

  

 

 

 

 

  

 

 

  

 

 

 

  

 

 

 

  

 

 

 

 

 

 

 

Source: View Original Filing on SEC EDGAR

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