Dreamland (TDIC) sells 320,000 Class A shares offshore in US$1.2M deal

Q: How many Dreamland Limited (TDIC) shares were sold and at what price?

Dreamland Limited sold 320,000 Class A ordinary shares at a purchase price of US$3.75 per share . This pricing resulted in total gross proceeds of US$1,200,000 from the private placement to Imperial Vision Fund SPC Series 1 SP.

Q: Who purchased the shares in Dreamland Limited’s (TDIC) private placement?

The purchaser was Imperial Vision Fund SPC Series 1 SP , a segregated portfolio of Imperial Vision Fund SPC, a Cayman Islands company. This single offshore investor agreed to subscribe for all 320,000 Class A ordinary shares from Dreamland Limited.

Q: What transfer restrictions apply to Dreamland Limited’s (TDIC) newly issued shares?

The new shares bear restrictive legends and cannot be offered, sold, pledged, or transferred except in compliance with Regulation S, under an effective registration statement, under an available exemption, or back to the company, in line with applicable securities laws.

Q: What is the Regulation S distribution compliance period mentioned for Dreamland Limited (TDIC)?

During the Regulation S distribution compliance period , the purchaser may not offer, sell, pledge, or transfer the Class A ordinary shares to, or for the account or benefit of, a U.S. person, except under an effective registration statement or a valid exemption.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

6-K

Rhea-AI Filing Summary

Dreamland Limited entered into a private placement with Imperial Vision Fund SPC Series 1 SP, issuing 320,000 Class A ordinary shares at US$3.75 per share for aggregate gross proceeds of US$1,200,000.

The transaction closed substantially concurrently with signing and was conducted as an offshore offering to a non-U.S. person under Regulation S. The company plans to use the net proceeds for general working capital and corporate purposes. The new shares are unregistered under the Securities Act, carry restrictive legends, and are subject to transfer and distribution compliance period limitations, especially regarding offers or sales to U.S. persons.

Insights

Dreamland raises US$1.2M via a Reg S private share sale to a single offshore investor, adding capital with some dilution.

Dreamland Limited completed a private placement of 320,000 Class A ordinary shares at US$3.75 per share, bringing in gross proceeds of US$1,200,000. The buyer is Imperial Vision Fund SPC Series 1 SP, an offshore fund, and the deal closed alongside signing the securities purchase agreement.

The shares were issued in an offshore transaction under Regulation S, meaning they are unregistered in the U.S., carry restrictive legends, and face transfer limits, particularly during the distribution compliance period. Net proceeds are earmarked for general working capital and corporate purposes, so the immediate impact is additional liquidity balanced against incremental equity issuance.

Key Figures

Shares issued: 320,000 shares Share purchase price: US$3.75 per share Gross proceeds: US$1,200,000 +2 more

5 metrics

Shares issued 320,000 shares Class A ordinary shares issued in private placement

Share purchase price US$3.75 per share Price paid by Imperial Vision Fund SPC Series 1 SP

Gross proceeds US$1,200,000 Aggregate gross proceeds from private placement

Par value US$0.00125 per share Par value of Class A ordinary shares

SPA date June 22, 2026 Date of securities purchase agreement

Key Terms

Regulation S, offshore transaction, distribution compliance period, securities purchase agreement, +1 more

5 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.

offshore transaction regulatory

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

distribution compliance period regulatory

"During the distribution compliance period applicable under Regulation S"

securities purchase agreement financial

"entered into a securities purchase agreement (the “SPA”)"

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.

foreign private issuer regulatory

"REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16"

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.

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

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Available on EDGAR 06/23/2026 - 06:15 AM Accepted by SEC EDGAR 06/23/2026 - 06:15 AM

FAQ

What financing transaction did Dreamland Limited (TDIC) report in this Form 6-K?

Dreamland Limited reported a private placement of Class A ordinary shares to Imperial Vision Fund SPC Series 1 SP, raising US$1,200,000 in gross proceeds. The deal involved issuing unregistered shares under Regulation S in an offshore transaction.

How many Dreamland Limited (TDIC) shares were sold and at what price?

Dreamland Limited sold 320,000 Class A ordinary shares at a purchase price of US$3.75 per share. This pricing resulted in total gross proceeds of US$1,200,000 from the private placement to Imperial Vision Fund SPC Series 1 SP.

Who purchased the shares in Dreamland Limited’s (TDIC) private placement?

The purchaser was Imperial Vision Fund SPC Series 1 SP, a segregated portfolio of Imperial Vision Fund SPC, a Cayman Islands company. This single offshore investor agreed to subscribe for all 320,000 Class A ordinary shares from Dreamland Limited.

How will Dreamland Limited (TDIC) use the US$1.2 million raised?

Dreamland Limited intends to use the net proceeds from the US$1,200,000 private placement for general working capital and corporate purposes. This typically includes funding day-to-day operations, supporting growth initiatives, and strengthening overall liquidity.

Are the new Dreamland Limited (TDIC) shares registered under U.S. securities laws?

No. The Class A ordinary shares issued in this private placement are not registered under the U.S. Securities Act. They were issued in an offshore transaction under Regulation S and are subject to transfer restrictions and restrictive legends.

What transfer restrictions apply to Dreamland Limited’s (TDIC) newly issued shares?

The new shares bear restrictive legends and cannot be offered, sold, pledged, or transferred except in compliance with Regulation S, under an effective registration statement, under an available exemption, or back to the company, in line with applicable securities laws.

What is the Regulation S distribution compliance period mentioned for Dreamland Limited (TDIC)?

During the Regulation S distribution compliance period, the purchaser may not offer, sell, pledge, or transfer the Class A ordinary shares to, or for the account or benefit of, a U.S. person, except under an effective registration statement or a valid exemption.

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)

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 June 22, 2026, Dreamland Limited (the “Company”) entered into a securities purchase agreement (the “SPA”) with Imperial Vision Fund SPC Series 1 SP (the “Purchaser”), a segregated portfolio of Imperial Vision Fund SPC, a Cayman Islands incorporated company. 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 320,000 Class A ordinary shares, par value US$0.00125 per share (the “Class A Ordinary Shares”), for a purchase price of US$3.75 per share, resulting in aggregate gross proceeds of US$1,200,000 (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.

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

The Class A 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 Class A Ordinary Shares 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 state and federal securities laws. During the distribution compliance period applicable under Regulation S, the Purchaser may not offer, sell, pledge or otherwise transfer the Class A Ordinary Shares to, or for the account or benefit of, a U.S. person, other than pursuant to an effective registration statement or an available exemption therefrom.

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 June 22, 2026, between Dreamland Limited and Imperial Vision Fund SPC Series 1 SP

* 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.