Dreamland Limited (Nasdaq: TDIC) completes US$3.4M follow-on offering first close

Rhea-AI Filing Summary

Dreamland Limited completed the initial closing of its self-directed follow-on public offering after a 1-for-5 reverse stock split effective April 20, 2026. The company sold 3,400,000 Class A Ordinary Shares at US$0.75 per share and 17,000,000 Common Warrants with a US$0.05 exercise price, all of which have been exercised, generating total gross proceeds of US$3,400,000. The company continues to offer an additional 2,600,000 Class A Ordinary Shares and 13,000,000 Common Warrants on a best-efforts basis. Dreamland plans to allocate about US$1,020,000 for event projects, US$680,000 for multi-territorial IP licenses, and US$1,700,000 for working capital and general corporate purposes, following the percentages in its effective Form F-1 prospectus.

Insights

Equity capital markets analyst

Dreamland raises US$3.4M in equity and warrant financing to fund growth and operations.

Dreamland Limited closed the first tranche of a follow-on public offering, issuing 3.4 million Class A shares at US$0.75 and 17 million Common Warrants at a US$0.05 exercise price, all of which were exercised. This produced gross proceeds of US$3,400,000.

The full follow-on is larger, with 2.6 million additional shares and 13 million warrants still offered on a best-efforts basis, so investor take-up will determine the final capital raised. Estimated offering expenses for the full transaction are about US$88,000, paid from aggregate proceeds.

Use of funds is clearly prioritized: roughly US$1,020,000 for event projects, US$680,000 for multi-territorial IP licenses, and US$1,700,000 for working capital and general corporate purposes, aligning this raise with both growth initiatives and liquidity needs.

Key Figures

Initial FPO gross proceeds: US$3,400,000 Class A shares sold: 3,400,000 shares Common Warrants issued and exercised: 17,000,000 warrants +5 more

8 metrics

Initial FPO gross proceeds US$3,400,000 Initial closing of follow-on public offering

Class A shares sold 3,400,000 shares Initial FPO closing, post 1-for-5 reverse split

Common Warrants issued and exercised 17,000,000 warrants Initial FPO closing, exercise price US$0.05

Share offering price US$0.75 per share Class A Ordinary Shares in the initial FPO closing

Warrant exercise price US$0.05 per share Common Warrants to purchase Class A Ordinary Shares

Estimated full FPO expenses US$88,000 Total estimated offering expenses for all FPO closings

Event projects allocation US$1,020,000 Approx. 30% of US$3.4M gross proceeds

Working capital allocation US$1,700,000 Approx. 50% of US$3.4M gross proceeds

Key Terms

reverse stock split, follow-on public offering, best-efforts basis, Common Warrants, +1 more

5 terms

reverse stock split financial

"effected a 1-for-5 reverse stock split of its issued and outstanding Class A Ordinary Shares"

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

follow-on public offering financial

"the initial closing of its self-directed follow-on public offering (the “FPO”)"

An offering of new shares by a company that has already gone public, sold to investors to raise additional cash. Like a bakery cutting a larger cake to serve more customers, it increases the number of shares available which can lower each existing share’s claim on profits and ownership; investors watch these offerings because they can dilute current holdings, signal fundraising needs or growth plans, and often affect the stock price in the short term.

best-efforts basis financial

"The FPO is being conducted on a best-efforts basis."

Common Warrants financial

"17,000,000 Common Warrants (post-split). All such warrants have been exercised"

A common warrant is a tradable instrument that gives its holder the right to buy a company’s common shares at a fixed price within a set time period, similar to a coupon that can be redeemed later to purchase stock. Investors care because exercising warrants can boost potential gains if the stock rises, but it can also dilute existing shareholders by increasing the number of shares outstanding, which can lower per-share value.

registration statement on Form F-1 regulatory

"A registration statement on Form F-1 relating to the FPO, as amended"

A registration statement on Form F-1 is a legal document companies file with regulators to offer their shares to investors in a foreign country or market. It provides essential information about the company's business, finances, and risks, helping investors make informed decisions about whether to buy its stock. This process ensures transparency and protects investors by making company details publicly available before trading begins.

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 April 2026

Commission File Number: 001-42762

Dreamland Limited

(Exact name of registrant as specified in its charter)

Office No. 5, 17/F., PeakCastle

No. 476 Castle Peak Road, Cheung Sha Wan

Kowloon, Hong Kong

(Address of principal executive offices)

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

Form 20-F	☒
Form 40-F	☐

Initial Closing of Follow-On Offering

As previously disclosed, Dreamland Limited (the “Company”) (Nasdaq: TDIC) effected a 1-for-5 reverse stock split of its issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares on April 20, 2026. All share numbers, per-share prices, warrant exercise prices, and proceeds set forth in this report are presented after giving effect to the reverse stock split.

The Company today announced the initial closing of its self-directed follow-on public offering (the “FPO”). The FPO is being conducted on a best-efforts basis.

On April 21, 2026, the Company received binding commitments from a group of accredited investors for the subscription of an aggregate of 3,400,000 Class A Ordinary Shares (post-split) and 17,000,000 Common Warrants (post-split). All such warrants have been exercised, resulting in additional proceeds to the Company of US$850,000. The total funds received from these investors are US$3,400,000. These commitments represent a portion of the total securities offered in the FPO. As of the date of this report, the Company has sold 3,400,000 Class A Ordinary Shares and 17,000,000 Common Warrants (which have been exercised) to the investors. The Company continues to offer the remaining 2,600,000 Class A Ordinary Shares and 13,000,000 Common Warrants on a best-efforts basis.

The initial closing of the FPO occurred with the sale of (i) 3,400,000 Class A ordinary shares with par value US$0.00005 each of the Company (the “Class A Ordinary Shares”) at an offering price of US$0.75 per share and (ii) 17,000,000 common warrants to purchase up to 17,000,000 Class A Ordinary Shares (the “Common Warrants”) at an exercise price of US$0.05 per share, for total gross proceeds of US$3,400,000. The total estimated offering expenses for the full FPO (including any subsequent closings) are approximately US$88,000. Because these expenses will be paid from the aggregate proceeds of all closings, the net proceeds specifically attributable to the initial closing cannot be determined until the final closing occurs. The Company has therefore not allocated a specific portion of the offering expenses to this initial closing. The gross proceeds of US$3,400,000 have been received and are available for use as described below.

The Company intends to use the gross proceeds received from the initial closing in accordance with the same percentage allocations set forth in the prospectus for the full offering, as follows (ordered by priority): (i) approximately US$1,020,000 (30%) for investment in event projects; (ii) approximately US$680,000 (20%) for acquisition of multi-territorial IP licenses; and (iii) approximately US$1,700,000 (50%) for working capital and other general corporate purposes. These amounts are based on the gross proceeds of US$3,400,000; the net proceeds will be determined after all offering expenses are paid from the total proceeds of the FPO.

A registration statement on Form F-1 relating to the FPO, as amended (File Number: 333-294098), was declared effective by the Securities and Exchange Commission (the “SEC”) on March 19, 2026. The offering was made only by means of a prospectus. Copies of the final prospectus relating to the FPO may be obtained via the SEC’s website at www.sec.gov.

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, on April 23, 2026.

	Dreamland Limited
	By:	/s/ Seto Wai Yue
	Name:	Seto Wai Yue
	Title:	Director and Chief Executive Officer

FAQ

What did Dreamland Limited (TDIC) announce in its April 2026 Form 6-K?

Dreamland Limited announced the initial closing of a self-directed follow-on public offering, raising US$3.4 million in gross proceeds by selling Class A Ordinary Shares and Common Warrants, with all issued warrants already exercised into additional shares.

How much capital did Dreamland Limited (TDIC) raise in the initial FPO closing?

Dreamland Limited raised US$3,400,000 in gross proceeds in the initial closing. This came from selling 3,400,000 Class A Ordinary Shares at US$0.75 and 17,000,000 Common Warrants exercised at US$0.05 per share.

What securities did Dreamland Limited (TDIC) sell in the initial follow-on offering?

The company sold 3,400,000 Class A Ordinary Shares at US$0.75 each and issued 17,000,000 Common Warrants with a US$0.05 exercise price. All those warrants have already been exercised, resulting in additional proceeds to Dreamland.

How will Dreamland Limited (TDIC) use the US$3.4 million of proceeds?

Dreamland plans to allocate about 30% (US$1,020,000) to event projects, 20% (US$680,000) to multi-territorial IP licenses, and 50% (US$1,700,000) to working capital and other general corporate purposes, following its FPO prospectus.

What portion of Dreamland Limited’s (TDIC) follow-on offering remains available?

After the initial closing, Dreamland continues offering 2,600,000 Class A Ordinary Shares and 13,000,000 Common Warrants on a best-efforts basis. Final proceeds will depend on how many of these remaining securities are sold.

Was Dreamland Limited’s (TDIC) follow-on offering registered with the SEC?

Yes. A registration statement on Form F-1 for the follow-on public offering, file number 333-294098, was declared effective by the SEC on March 19, 2026. The offering is being made only by means of a prospectus.