STOCK TITAN
  1. Home
  2. Sec-filings
  3. TDIC
  4. [6-K] Dreamland Ltd Current Report (Foreign Issuer)

Dreamland Limited (TDIC) sells 380,000 shares in US$1.425M private placement

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

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • None.

Insights

Dreamland raises US$1.425M via a small, offshore private placement.

Dreamland Limited completed a Regulation S private placement, selling 380,000 Class A ordinary shares at US$3.75 per share for gross proceeds of US$1,425,000. The buyer is Golden Crown Consulting Limited, a Hong Kong entity, and closing occurred substantially concurrently with agreement execution.

The shares are unregistered under the Securities Act and carry transfer restrictions, including a Regulation S distribution compliance period during which they cannot be sold to U.S. persons absent registration or an exemption. The company states that net proceeds will support general working capital and corporate purposes, making this a straightforward, targeted equity financing.

Shares issued 380,000 shares Class A ordinary shares issued in private placement
Purchase price US$3.75 per share Price per Class A ordinary share in the SPA
Gross proceeds US$1,425,000 Aggregate gross proceeds from the private placement
Par value US$0.00125 per share Par value of Class A ordinary shares
SPA date June 25, 2026 Date of securities purchase agreement with purchaser
Private Placement financial
"resulting in aggregate gross proceeds of US$1,425,000 (the “Private Placement”)."
A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.
Regulation S regulatory
"in reliance on Regulation S promulgated under the Securities Act."
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.
offshore transaction regulatory
"are being issued in an “offshore transaction” to a non-U.S. person"
distribution compliance period regulatory
"During the distribution compliance period applicable under Regulation S, the Purchaser may not offer, sell, pledge or otherwise transfer"
Securities Purchase Agreement financial
"entered into a securities purchase agreement (the “SPA”) with Golden Crown Consulting Limited"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
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 June 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 ☐

 

 

 

 

 

 

Private Placement Transaction

 

On June 25, 2026, Dreamland Limited (the “Company”) entered into a securities purchase agreement (the “SPA”) with Golden Crown Consulting Limited (the “Purchaser”), a company incorporated under the laws of Hong Kong. Pursuant to the SPA, the Purchaser agreed to subscribe for and purchase from the Company, and the Company agreed to issue and sell to the Purchaser, an aggregate of 380,000 Class A ordinary shares, par value US$0.00125 per share (the “Class A Ordinary Shares”), for a purchase price of US$3.75 per share, resulting in aggregate gross proceeds of US$1,425,000 (the “Private Placement”). The closing of the Private Placement occurred substantially concurrently with the execution of the SPA, subject to the satisfaction of customary closing conditions.

 

The Company intends to use the net proceeds from the Private Placement for general working capital and corporate purposes.

 

The Class A Ordinary Shares issued pursuant to the SPA have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and are being issued in an “offshore transaction” to a non-U.S. person in reliance on Regulation S promulgated under the Securities Act. The Class A Ordinary Shares are subject to transfer restrictions and bear restrictive legends indicating that such securities have not been registered under the Securities Act, and may not be offered, sold, pledged or otherwise transferred except in compliance with Regulation S, pursuant to an effective registration statement, pursuant to an available exemption from the registration requirements of the Securities Act, or to the Company, in each case in accordance with all applicable state and federal securities laws. During the distribution compliance period applicable under Regulation S, the Purchaser may not offer, sell, pledge or otherwise transfer the Class A Ordinary Shares to, or for the account or benefit of, a U.S. person, other than pursuant to an effective registration statement or an available exemption therefrom.

 

The SPA includes customary representations, warranties and covenants by the Company and the Purchaser, and customary indemnification obligations in favor of the Purchaser.

 

The foregoing description of the SPA does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the SPA, which is filed as Exhibit 99.1 to this report on Form 6-K.

 

This report does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

 

Information Contained in This Report on Form 6-K

 

The information disclosed under this Form 6-K 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 pursuant to the Securities Act of 1933, as amended, except as expressly set forth in such filing.

 

EXHIBIT INDEX

 

Exhibit No.   Description
99.1*   Securities Purchase Agreement, dated June 25, 2026, between Dreamland Limited and Golden Crown Consulting Limited

 

* Certain portions of the exhibit have been omitted pursuant to Item 601(a)(6) of Regulation S-K. The registrant hereby agrees to furnish a copy of any omitted portion 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: June 30, 2026    
  By: /s/ Seto Wai Yue
  Name: Seto Wai Yue
  Title: Director and Chief Executive Officer

 

 

 

 

Exhibit 99.1

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Dreamland Limited (TDIC) announce in this Form 6-K?

Dreamland Limited completed a private placement of 380,000 Class A ordinary shares at US$3.75 per share, raising US$1,425,000 in gross proceeds. The shares were sold to Golden Crown Consulting Limited under a securities purchase agreement dated June 25, 2026.

How much capital did Dreamland Limited (TDIC) raise and at what price?

Dreamland Limited raised US$1,425,000 in gross proceeds by selling 380,000 Class A ordinary shares at a purchase price of US$3.75 per share. The transaction was structured as a private placement with a single Hong Kong-based purchaser.

Who purchased the new Dreamland Limited (TDIC) shares in the private placement?

Golden Crown Consulting Limited, a company incorporated under Hong Kong law, purchased the 380,000 Class A ordinary shares. It entered into a securities purchase agreement with Dreamland Limited on June 25, 2026, and closing occurred substantially concurrently with the agreement’s execution.

How will Dreamland Limited (TDIC) use the private placement proceeds?

Dreamland Limited plans to use the net proceeds from the US$1,425,000 private placement for general working capital and corporate purposes. This typically includes funding ongoing operations, paying routine expenses, and supporting general business activities rather than a specific earmarked project.

Were the new Dreamland Limited (TDIC) shares registered under the U.S. Securities Act?

No. The Class A ordinary shares issued in the private placement were not registered under the Securities Act. They were offered in an offshore transaction to a non-U.S. person under Regulation S and are subject to transfer restrictions and restrictive legends.

What transfer restrictions apply to the new Dreamland Limited (TDIC) shares?

The shares bear restrictive legends and cannot be offered, sold, pledged, or transferred except in compliance with Regulation S, under an effective registration statement, using a valid exemption, or back to the company, in accordance with all applicable U.S. state and federal securities laws.

Filing Exhibits & Attachments

25 documents

Press Releases