Dreamland raises $600K in CEO private placement

Q: How much did TDIC raise in the private placement?

Dreamland received US$600,000 in aggregate gross proceeds, before expenses and excluding any proceeds from warrant exercises. It issued 300,000 Class A ordinary shares at US$2.00 per share.

Q: What are the TDIC warrant terms?

The company issued 300,000 warrants for no additional consideration. Each warrant entitles its holder to purchase four Class A ordinary shares at US$0.01 per share, from on or after closing until 5:00 p.m. New York City time on the fifth anniversary of closing.

The purchaser was CEO and director Seto Wai Yue; disinterested directors approved the transaction after her recusal.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

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Form Type

6-K

Rhea-AI Filing Summary

Dreamland Ltd (TDIC) entered into a securities purchase agreement for a private placement on October 9, 2026, and the placement closed substantially concurrently with execution, subject to satisfaction of customary closing conditions. The company issued 300,000 Class A ordinary shares at US$2.00 each and 300,000 unlisted warrants for no additional consideration. The placement produced US$600,000 in aggregate gross proceeds, before expenses and excluding any proceeds from warrant exercises; Dreamland intends to use net proceeds for general working capital and corporate purposes.

Each warrant permits its holder to buy four Class A ordinary shares at US$0.01 per share, exercisable on or after closing until 5:00 p.m. New York City time on the fifth anniversary of closing; unexercised warrants then expire. The purchaser, Ms. Seto Wai Yue, is a director and the Chief Executive Officer. Disinterested directors approved the placement, with Ms. Seto recusing herself. Dreamland relied on home country practice and did not seek shareholder approval. The securities are unregistered under the Securities Act and were issued in an offshore transaction under Regulation S, with transfer restrictions.

Filing Explained

The placement has closed: 300,000 shares are issued, increasing the share count; exercise of the 300,000 warrants could add four shares apiece at $0.01, further reducing existing holders’ percentage ownership absent offsetting changes.

Key Figures

Class A ordinary shares issued: 300,000 shares Purchase price: US$2.00 per Class A ordinary share Aggregate gross proceeds: US$600,000 +4 more

7 metrics

Class A ordinary shares issued 300,000 shares Private placement

Purchase price US$2.00 per Class A ordinary share Private placement

Aggregate gross proceeds US$600,000 Before expenses; excludes proceeds from warrant exercises

Warrants issued 300,000 warrants Issued for no additional consideration

Class A ordinary shares per warrant 4 shares Shares purchasable upon exercise of each warrant

Warrant exercise price US$0.01 per Underlying Warrant Share Warrants

Warrant expiration Fifth anniversary of closing Unexercised warrants automatically expire at 5:00 p.m. New York City time

Key Terms

Regulation S, pari passu, home country practice, restrictive legends

4 terms

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.

pari passu technical

"will rank pari passu in all respects"

An instruction that different claims, securities, or creditors are treated equally and share rights or payments on the same priority level. For investors, it means their position will be paid or have voting power alongside others in the same class rather than being favored or subordinated—think of several people standing in one bus line who all get on together rather than some cutting ahead. That parity affects expected recovery in reorganizations, dividend order, and relative risk.

home country practice regulatory

"rely on home country practice under Nasdaq Listing Rule 5615(a)(3)"

The customary professional, regulatory and operational standards and practices that are typical or legally recognized in the country where an organization or individual is domiciled. It describes how business, medical care, legal procedures or regulatory compliance are normally carried out under that country’s laws, guidelines and industry norms, and is used to distinguish those local routines from practices required by other countries or by international standards. It does not imply universality—home country practice can differ materially from practices elsewhere and may need adjustment to meet foreign regulatory or market expectations.

restrictive legends regulatory

"bear restrictive legends indicating that such securities have not been registered"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much did TDIC raise in the private placement?

Dreamland received US$600,000 in aggregate gross proceeds, before expenses and excluding any proceeds from warrant exercises. It issued 300,000 Class A ordinary shares at US$2.00 per share.

What are the TDIC warrant terms?

The company issued 300,000 warrants for no additional consideration. Each warrant entitles its holder to purchase four Class A ordinary shares at US$0.01 per share, from on or after closing until 5:00 p.m. New York City time on the fifth anniversary of closing.

What shareholder approval rules did TDIC rely on for the placement?

Dreamland relied on home country practice under Nasdaq Listing Rule 5615(a)(3), in lieu of certain Nasdaq corporate governance requirements, including Rules 5635(b), 5635(c), 5635(d) and 5640. It did not convene a shareholder meeting or seek shareholder approval.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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

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Available on EDGAR 10/13/2026 - 06:51 AM EDT Accepted by SEC EDGAR 10/13/2026 - 06:50 AM EDT

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 October 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 October 9, 2026, Dreamland Limited (the “Company”) entered into a securities purchase agreement (the “SPA”) with Ms. Seto Wai Yue, a director and the Chief Executive Officer of the Company (the “Purchaser”). 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, (i) 300,000 Class A ordinary shares, par value US$0.00125 per share (the “Class A Ordinary Shares”), at a purchase price of US$2.00 per Class A Ordinary Share, and (ii) 300,000 warrants of the Company (the “Warrants”), with the Warrants issued for no additional consideration and each Warrant entitling the holder thereof to purchase four Class A Ordinary Shares (each, an “Underlying Warrant Share”) at an exercise price of US$0.01 per Underlying Warrant Share, resulting in aggregate gross proceeds to the Company of US$600,000, before payment of expenses and excluding any proceeds from the exercise of the Warrants (the “Private Placement”). The Warrants are unlisted and are not traded on any securities exchange. The closing of the Private Placement occurred substantially concurrently with the execution of the SPA, subject to the satisfaction of customary closing conditions.

As disclosed above, Ms. Seto Wai Yue is a director and the Chief Executive Officer of the Company. The Private Placement was reviewed and approved by the disinterested directors of the Company, with Ms. Seto recusing herself from all deliberations and voting on the transaction.

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

The Class A Ordinary Shares, the Warrants and the Underlying Warrant Shares issued or issuable pursuant to the SPA and the Warrant Agreement 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 securities 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 securities laws.

The Warrants are unlisted and are not traded on any securities exchange. The Underlying Warrant Shares issuable upon exercise of the Warrants will be Class A Ordinary Shares and will rank pari passu in all respects with the Company’s existing issued and outstanding Class A Ordinary Shares, subject to the Company’s memorandum and articles of association. The Warrants are exercisable, in whole or in part, at any time on or after the closing date until 5:00 p.m. (New York City time) on the fifth (5th) anniversary of the closing date, at an exercise price of US$0.01 per Underlying Warrant Share. Any Warrant not exercised by such time will automatically expire and be void.

As previously disclosed in the Company’s report on Form 6-K furnished to the U.S. Securities and Exchange Commission on June 5, 2026, the Company, as a foreign private issuer, has elected to rely on home country practice under Nasdaq Listing Rule 5615(a)(3) in lieu of certain Nasdaq corporate governance requirements, including Nasdaq Listing Rules 5635(b), 5635(c), 5635(d) and 5640. Accordingly, the Company did not convene a general meeting of shareholders to approve the Private Placement. The Company relied on such home country practice in connection with the Private Placement, and accordingly did not seek shareholder approval for the issuance of the Class A Ordinary Shares, the Warrants or the Underlying Warrant Shares.

The SPA and the Warrant Agreement include 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 and the Warrant Agreement, which are filed as Exhibits 99.1 and 99.2, respectively, 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 October 9, 2026, between Dreamland Limited and Ms. Seto Wai Yue
99.2*		Warrant Agreement, dated October 9, 2026, between Dreamland Limited and Ms. Seto Wai Yue

* 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.