Dreamland Limited (NASDAQ: TDIC) opts for Cayman home country governance exemptions
Rhea-AI Filing Summary
Dreamland Limited, a Cayman Islands company listed on Nasdaq, has elected to rely on the Nasdaq home country practice exemption under Rule 5615(a)(3) for several corporate governance requirements. This allows the company to follow Cayman Islands practices instead of certain Nasdaq Marketplace Rule 5600 Series provisions.
The exemptions cover holding annual shareholder meetings, proxy solicitation, and Nasdaq’s shareholder approval rules for major share issuances, acquisitions, changes of control, equity compensation, large private placements and voting rights protections. Cayman counsel Conyers Dill & Pearman confirmed these practices are not prohibited by Cayman Islands law, and the company states that aside from these areas its governance generally aligns with Nasdaq’s standards.
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Insights
Dreamland uses Nasdaq’s home country exemption to follow Cayman governance rules for key shareholder matters.
Dreamland Limited is choosing Cayman Islands corporate governance practices instead of several Nasdaq rules covering annual meetings, proxy solicitation, shareholder approvals for significant share issuances, acquisitions, changes of control, equity compensation and large private placements.
This move is permitted under Nasdaq Rule 5615(a)(3) for foreign private issuers. Cayman counsel confirms these practices are not barred under local law or the company’s governing documents. The company notes that, aside from these specified exemptions, its governance practices do not significantly differ from typical U.S. Nasdaq-listed companies.
Key Figures
Key Terms
home country practice exemption regulatory
Nasdaq Marketplace Rule 5600 Series regulatory
20% Issuance financial
Minimum Price financial
equity compensation financial
voting rights financial
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)
Office No. 5, 17/F., PeakCastle
No. 476 Castle Peak Road, Cheung Sha Wan
Kowloon, Hong Kong
(Address of principal executive offices)
(Name, Telephone, email and/or fax number and address of Company Contact Person)
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 | ☐ |
Information Contained in this Form 6-K Report
APPLICATION OF HOME COUNTRY PRACTICE RULES
This current report on Form 6-K is being filed to disclose that Dreamland Limited (the “Company”) has elected to rely on the home country practice exemption under Nasdaq Listing Rule 5615(a)(3) with respect to the following matters:.
As a company incorporated in the Cayman Islands that is listed on the Nasdaq Capital Market (“Nasdaq”), the Company is subject to Nasdaq corporate governance listing standards. However, Nasdaq rules permit a foreign private issuer to follow its home country corporate governance practices in lieu of certain Nasdaq corporate governance requirements. Pursuant to the home country practice exemption set forth under Nasdaq Marketplace Rule 5615(a)(3)(A), which provides (with certain exceptions not relevant to the conclusions expressed herein) that a Foreign Private Issuer may follow its home country practice in lieu of the requirements of the Nasdaq Marketplace Rule 5600 Series, the Company elected to be exempted from the requirements as follows:
| (i) | Nasdaq Marketplace Rule 5620(a) which requires each company listing common stock or voting preferred stock, or their equivalents, shall hold an annual meeting of shareholders no later than one year after the end of the issuer’s fiscal year-end; | |
| (ii) | other than the sending of notice of any meeting of shareholders as required under the then effective articles of association of the Company, Nasdaq Marketplace Rule 5620(b) which requires each company shall solicit proxies and provide proxy statements for all meetings of shareholders and shall provide copies of such proxy solicitation to Nasdaq; | |
| (iii) | Nasdaq Marketplace Rule 5635(a) which sets forth the circumstances under which shareholder approval is required prior to an issuance of securities of the company in connection with the acquisition of the stock or assets of another company; | |
| (iv) | Nasdaq Marketplace Rule 5635(b) which sets forth the circumstances under which shareholder approval is required prior to an issuance of securities of the company that will result in a change of control of the company; | |
| (v) | Nasdaq Marketplace Rule 5635(c) which sets forth the circumstances under which shareholder approval is required prior to an issuance of securities of the company in connection with equity-based compensation of officers, directors, employees or consultants; | |
| (vi) | Nasdaq Marketplace Rule 5635(d) which sets forth the circumstances under which shareholder approval is required prior to an issuance of securities, other than in a public offering, equal to 20% or more of the voting power outstanding at a price that is less than the minimum price defined therein; and | |
| (vii) | Nasdaq Marketplace Rule 5640 which requires that the voting rights of existing shareholders of publicly traded common stock registered under Section 12 of the Securities Exchange Act of 1934 may not be disparately reduced or restricted through any corporate action or issuance. |
The Company’s Cayman Islands counsel, Conyers Dill & Pearman, has provided a letter, as required by The Nasdaq Stock Market, certifying that, under Cayman Islands law and the Company’s currently effective memorandum and articles of association, the Company is not prohibited from adopting the governance practice as discussed above. A copy of the home country rule exemption letter from the Company’s Cayman Islands counsel is attached hereto as Exhibit 99.1.
Except for the foregoing, there are no significant differences in the Company’s corporate governance practices from those of U.S. domestic companies under the listing standards of The Nasdaq Stock Market.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Home Country Exemption Letter |
| 2 |
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 5, 2026 | ||
| By: | /s/ Seto Wai Yue | |
| Name: | Seto Wai Yue | |
| Title: | Director and Chief Executive Officer | |
| 3 |
Exhibit 99.1
 |
CONYERS DILL & PEARMAN 29th Floor One Exchange Square 8 Connaught Place Central Hong Kong T +852 2524 7106 | F +852 2845 9268 conyers.com |
5 June 2026
Matter No.: /111906978
852 2842 9530
Richard.Hall@conyers.com
The Nasdaq Stock Market, Inc.
Listing Qualifications
9600 Blackwell Road
Fifth Floor
Rockville, MD 20850
United States of America
Dear Sir / Madam,
Re: Dreamland Limited (the “Company”)
We have acted as special Cayman Islands legal counsel to the Company in connection with the following by the Company of certain corporate governance practices in the absence of any established or normal practice in the Cayman Islands (“Home Country Practice”) and in lieu of certain requirements of the Nasdaq Marketplace Rule 5600 Series (the “NASDAQ Listing Rules”) as set out in the Schedule.
| 1. | DOCUMENTS REVIEWED |
For the purposes of giving this opinion, we have reviewed
| 1.1. | a copy of the Memorandum and Articles of Association of the Company, each certified by the Secretary of the Company on 5 June 2025; and |
| 1.2. | such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below. |
| 2. | ASSUMPTIONS |
We have assumed:
| 2.1. | the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken; |
Partners: Piers J. Alexander, Crystal C. Au-Yeung, Christopher W. H. Bickley, Beverly Y. Cheung, Anna W. T. Chong, Angie Y. Y. Chu, Alexander T. Doyle, Vivien C. S. Fung, Richard J. Hall, Norman Hau, Wynne Lau, Ryan A. McConvey, Teresa F. Tsai, Flora K. Y. Wong
Consultant: David M. Lamb
BERMUDA | BRITISH VIRGIN ISLANDS | CAYMAN ISLANDS
| 2.2. | the accuracy and completeness of all factual representations made in the documents reviewed by us; |
| 2.3. | that there is no provision of the law of any jurisdiction, other than the Cayman Islands, which would have any implication in relation to the opinions expressed herein; and |
| 2.4. | that following Home Country Practice in such circumstances will comply with the NASDAQ Listing Rules. |
| 3. | QUALIFICATIONS |
| 3.1. | We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than the Cayman Islands. This opinion is to be governed by and construed in accordance with the laws of the Cayman Islands and is limited to and is given on the basis of the current law and practice in the Cayman Islands. This opinion is issued solely for your benefit and use in connection with the matter described herein and is not to be relied upon by any other person, firm or entity or in respect of any other matter. |
| 4. | OPINION |
On the basis of and subject to the foregoing, we are of the opinion that the Company’s Home Country Practice relating to corporate governance set forth above is not prohibited by Cayman Islands law.
Yours faithfully,
/s/ Conyers Dill & Pearman
Conyers Dill & Pearman
| conyers.com | 2 |
Schedule
5620. Meetings of Shareholders or Partners
Rule 5620(a) requires that each Company listing common stock or voting preferred stock, and their equivalents, hold an annual meeting of Shareholders within one year of the end of each fiscal year.
Rule 5620(b) requires that each Company that is not a limited partnership shall solicit proxies and provide proxy statements for all meetings of Shareholders and shall provide copies of such proxy solicitation to Nasdaq.
5635. Shareholder Approval
This Rule sets forth the circumstances under which shareholder approval is required prior to an issuance of securities in connection with: (i) the acquisition of the stock or assets of another company; (ii) equity-based compensation of officers, directors, employees or consultants; (iii) a change of control; and (iv) transactions other than public offerings.
(a) Acquisition of Stock or Assets of Another Company
Shareholder approval is required prior to the issuance of securities in connection with the acquisition of the stock or assets of another company if:
(1) where, due to the present or potential issuance of common stock, including shares issued pursuant to an earn-out provision or similar type of provision, or securities convertible into or exercisable for common stock, other than a public offering for cash:
(A) the common stock has or will have upon issuance voting power equal to or in excess of 20% of the voting power outstanding before the issuance of stock or securities convertible into or exercisable for common stock; or
(B) the number of shares of common stock to be issued is or will be equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the stock or securities; or
(2) any director, officer or Substantial Shareholder (as defined by Rule 5635(e)(3)) of the Company has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the Company or assets to be acquired or in the consideration to be paid in the transaction or series of related transactions and the present or potential issuance of common stock, or securities convertible into or exercisable for common stock, could result in an increase in outstanding common shares or voting power of 5% or more; or
(b) Change of Control
Shareholder approval is required prior to the issuance of securities when the issuance or potential issuance will result in a change of control of the Company.
| conyers.com | 3 |
(c) Equity Compensation
Shareholder approval is required prior to the issuance of securities when a stock option or purchase plan is to be established or materially amended or other equity compensation arrangement made or materially amended, pursuant to which stock may be acquired by officers, directors, employees, or consultants, except for:
(1) warrants or rights issued generally to all security holders of the Company or stock purchase plans available on equal terms to all security holders of the Company (such as a typical dividend reinvestment plan);
(2) tax qualified, non-discriminatory employee benefit plans (e.g., plans that meet the requirements of Section 401(a) or 423 of the Internal Revenue Code) or parallel nonqualified plans, provided such plans are approved by the Company’s independent compensation committee or a majority of the Company’s Independent Directors; or plans that merely provide a convenient way to purchase shares on the open market or from the Company at Market Value;
(3) plans or arrangements relating to an acquisition or merger as permitted under IM-5635-1; or
(4) issuances to a person not previously an employee or director of the Company, or following a bona fide period of non-employment, as an inducement material to the individual’s entering into employment with the Company, provided such issuances are approved by either the Company’s independent compensation committee or a majority of the Company’s Independent Directors. Promptly following an issuance of any employment inducement grant in reliance on this exception, a Company must disclose in a press release the material terms of the grant, including the recipient(s) of the grant and the number of shares involved.
(d) Transactions other than Public Offerings
(1) For purposes of this Rule 5635(d):
(A) “Minimum Price” means a price that is the lower of: (i) the Nasdaq Official Closing Price (as reflected on Nasdaq.com) immediately preceding the signing of the binding agreement; or (ii) the average Nasdaq Official Closing Price of the common stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the signing of the binding agreement.
(B) “20% Issuance” means a transaction, other than a public offering as defined in IM-5635-3, involving the sale, issuance or potential issuance by the Company of common stock (or securities convertible into or exercisable for common stock), which alone or together with sales by officers, directors or Substantial Shareholders of the Company, equals 20% or more of the common stock or 20% or more of the voting power outstanding before the issuance.
(2) Shareholder approval is required prior to a 20% Issuance at a price that is less than the Minimum Price.
5640. Voting Rights
This rule requires that the voting rights of existing shareholders of publicly traded common stock registered under Section 12 of the Act cannot be disparately reduced or restricted through any corporate action or issuance. Examples of such corporate action or issuance include, but are not limited to, the adoption of time-phased voting plans, the adoption of capped voting rights plans, the issuance of super-voting stock, or the issuance of stock with voting rights less than the per share voting rights of the existing common stock through an exchange offer.
| conyers.com | 4 |