CEO-led private placement boosts Dreamland Limited (NASDAQ: TDIC) capital and voting control

Q: How much capital did Dreamland Limited (TDIC) raise from its CEO?

Dreamland Limited raised gross proceeds of US$2,445,000 from a share subscription by its CEO. She purchased 580,000 Class A and 72,000 Class B ordinary shares at a price of US$3.75 per share in an insider-led private placement.

Q: What is the voting power difference between Dreamland Limited’s Class A and Class B shares?

Each Class B ordinary share carries twelve votes per share , while each Class A ordinary share carries one vote per share. This structure means Class B shares provide significantly greater voting influence relative to Class A, affecting overall control dynamics at Dreamland Limited.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

6-K

Rhea-AI Filing Summary

Dreamland Limited entered into a private placement with its Chief Executive Officer, Ms. Seto Wai Yue, issuing 580,000 Class A ordinary shares and 72,000 Class B ordinary shares at US$3.75 per share, for aggregate gross proceeds of US$2,445,000. The transaction was reviewed and approved by disinterested directors, with Ms. Seto recusing herself. The company plans to use the funds for general working capital and corporate purposes. The unregistered securities were issued offshore under Regulation S and are subject to transfer restrictions. Each Class B share carries twelve votes versus one vote for each Class A share, increasing the CEO’s voting power, and no general shareholder meeting was convened due to Dreamland’s reliance on home-country practice under Nasdaq rules.

Positive

None.

Negative

Issuing super-voting Class B shares to the CEO without a shareholder meeting under home-country practice increases insider voting control and may weaken minority shareholder influence.

Insights

Insider-led financing strengthens liquidity but concentrates voting power with the CEO.

Dreamland Limited completed a private placement in which CEO Ms. Seto Wai Yue purchased 580,000 Class A and 72,000 Class B shares at US$3.75 per share, providing US$2,445,000 of gross proceeds for working capital and corporate purposes.

The Class B ordinary shares carry twelve votes per share versus one vote for Class A, which increases the CEO’s voting influence relative to economic ownership. The issuance was approved by disinterested directors and relied on home-country practice in lieu of a shareholder vote under Nasdaq Listing Rule 5615(a)(3).

The securities were issued in an offshore transaction to a non-U.S. person under Regulation S, with transfer restrictions and legends limiting resale until securities law conditions are met. Future disclosures in company filings may clarify how this capital raise and voting structure affect longer-term governance dynamics.

Key Figures

Private placement proceeds: US$2,445,000 Class A shares issued: 580,000 shares Class B shares issued: 72,000 shares +3 more

6 metrics

Private placement proceeds US$2,445,000 Gross proceeds from insider share subscription on July 7, 2026

Class A shares issued 580,000 shares Class A ordinary shares sold to CEO at US$3.75 per share

Class B shares issued 72,000 shares Class B ordinary shares sold to CEO at US$3.75 per share

Purchase price US$3.75 per share Price for both Class A and Class B ordinary shares

Votes per Class B share 12 votes Voting rights attached to each Class B ordinary share

Votes per Class A share 1 vote Voting rights attached to each Class A ordinary share

Key Terms

Regulation S, foreign private issuer, Nasdaq Listing Rule 5615(a)(3), Nasdaq Listing Rules 5635(b), 5635(c), 5635(d) and 5640, +2 more

6 terms

Regulation S regulatory

"being issued in an “offshore transaction” to a non-U.S. person 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.

foreign private issuer regulatory

"the Company, as a foreign private issuer, has elected to rely on home country practice under Nasdaq Listing Rule 5615(a)(3)"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

Nasdaq Listing Rule 5615(a)(3) regulatory

"has elected to rely on home country practice under Nasdaq Listing Rule 5615(a)(3) in lieu of certain Nasdaq corporate governance requirements"

Nasdaq Listing Rules 5635(b), 5635(c), 5635(d) and 5640 regulatory

"in lieu of certain Nasdaq corporate governance requirements, including Nasdaq Listing Rules 5635(b), 5635(c), 5635(d) and 5640"

Securities Purchase Agreement financial

"entered into a securities purchase agreement (the “SPA”) with Ms. Seto Wai Yue"

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.

transfer restrictions regulatory

"The securities are subject to transfer restrictions and bear restrictive legends indicating that such securities have not been registered"

Transfer restrictions are legal or contractual limits that prevent or delay selling, gifting, or otherwise moving ownership of a security. Think of them like a temporary lock on a share that can be imposed by law, a contract, or a registrar: they matter to investors because they reduce liquidity, can delay when holders can realize cash, and often affect a security’s market value and attractiveness to buyers.

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

Available on EDGAR 07/09/2026 - 06:11 AM Accepted by SEC EDGAR 07/09/2026 - 06:10 AM

FAQ

What private placement did Dreamland Limited (TDIC) complete in July 2026?

Dreamland Limited completed a private placement with its CEO, issuing 580,000 Class A and 72,000 Class B ordinary shares at US$3.75 per share. The transaction generated US$2,445,000 in gross proceeds for general working capital and corporate purposes.

How much capital did Dreamland Limited (TDIC) raise from its CEO?

Dreamland Limited raised gross proceeds of US$2,445,000 from a share subscription by its CEO. She purchased 580,000 Class A and 72,000 Class B ordinary shares at a price of US$3.75 per share in an insider-led private placement.

What is the voting power difference between Dreamland Limited’s Class A and Class B shares?

Each Class B ordinary share carries twelve votes per share, while each Class A ordinary share carries one vote per share. This structure means Class B shares provide significantly greater voting influence relative to Class A, affecting overall control dynamics at Dreamland Limited.

Were Dreamland Limited (TDIC) shareholders asked to approve the private placement?

Shareholders were not asked to approve the private placement. As a foreign private issuer, Dreamland Limited relied on home-country practice under Nasdaq Rule 5615(a)(3), instead of convening a general shareholder meeting for approval of this insider financing transaction.

Under which securities law exemption did Dreamland Limited issue the new shares?

The shares were issued in an “offshore transaction” to a non-U.S. person in reliance on Regulation S under the Securities Act of 1933. The securities are unregistered, carry restrictive legends, and are subject to transfer limitations under applicable securities laws.

How will Dreamland Limited (TDIC) use the proceeds from the July 2026 private placement?

Dreamland Limited intends to use the net proceeds from the private placement for general working capital and corporate purposes. This typically includes funding day-to-day operations, supporting growth initiatives, and strengthening the company’s short-term liquidity position.

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 July 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 July 7, 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, an aggregate of 580,000 Class A ordinary shares, par value US$0.00125 per share (the “Class A Ordinary Shares”), and 72,000 Class B ordinary shares, par value US$0.00125 per share (the “Class B Ordinary Shares”), for a purchase price of US$3.75 per share, resulting in aggregate gross proceeds of US$2,445,000 (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.

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 and Class B 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 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 Class B Ordinary Shares are unlisted and are not traded on any securities exchange. Each Class B Ordinary Share carries twelve (12) votes per share, while each Class A Ordinary Share carries one (1) vote per share, in each case subject to the Company’s memorandum and articles of association.

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 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 July 7, 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.