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 December 2025
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.
Entry
into a Material Definitive Agreement
On
December 3, 2025, Dreamland Limited (the “Company”) entered into an Equity Purchase Agreement (the “Equity Purchase
Agreement”) with Hudson Global Ventures, LLC (the “Investor”) pursuant to which the Company will have the right, but
not the obligation to sell to the Investor, and the Investor will have the obligation to purchase from the Company up to US$18,000,000
worth of the Company’s ordinary shares (the “Put Shares”) at the Company’s sole discretion over the next 24 months,
subject to certain conditions precedent and other limitations. Concurrently with the execution of the Equity Purchase Agreement, the
Company agreed to issue 736,018 of the Company’s ordinary shares (the “Commitment Shares”) to the Investor as part
of the consideration. A copy of the Equity Purchase Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The foregoing description of the Equity Purchase Agreement is a summary of the material terms of such agreement, and does not purport
to be complete and is qualified in its entirety by reference to the Equity Purchase Agreement.
On
the same date, the Company also entered into a registration rights agreement (the “Registration Rights Agreement”) with the
Investor, pursuant to which the Company agreed to submit to the U.S. Securities and Futures Commission (the “SEC”) an initial
registration statement on Form F-1 (the registration statement, as amended, the “Registration Statement”) covering the resale
of the Commitment Shares and Put Shares, which may have been, or which may from time to time be, issued under the Equity Purchase Agreement
for public resale, and to use its reasonable best efforts to cause the Registration Statement to be declared effective by the SEC.
A
copy of the Registration Rights Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference. The foregoing description
of the Registration Rights Agreement is a summary of the material terms of such agreement, and does not purport to be complete and is
qualified in its entirety by reference to the Registration Rights Agreement.
The
Equity Purchase Agreement and Registration Rights Agreement contain customary representations, warranties and agreements by the Company
and customary conditions to the Investor’s obligation to purchase the Put Shares. They are contractual documents that establish
and govern the legal relations between the Company and the Investor and are not intended to be a source of factual, business or operational
information about the Company for other investors and potential investors of the Company.
Forward-Looking
Statements
Matters
discussed in this report may constitute forward-looking statements. Forward-looking statements include statements concerning plans, objectives,
goals, strategies, future events or performance, and underlying assumptions and other statements, other than statements of historical
facts. The words “believe,” “anticipate,” “intends,” “estimate,” “potential,”
“may,” “should,” “expect” “pending” and similar expressions identify forward-looking
statements. The forward-looking statements in this report are based upon various assumptions. Although we believe that these assumptions
were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are
difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations.
Exhibits
| 99.1 |
|
Equity Purchase Agreement dated December 3, 2025 between the Company and Hudson Global, LLC |
| |
|
|
| 99.2 |
|
Registration Rights Agreement between the Company and Hudson Global LLC dated November 3, 2025 |
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 December 4, 2025.
| |
Dreamland
Limited |
| |
|
|
| |
By: |
/s/
Seto Wai Yue |
| |
Name: |
Seto
Wai Yue |
| |
Title: |
Director
and Chief Executive Officer (Principal Executive Officer and Principal Financial and Accounting Officer) |
