Dreamland Ltd SEC Filings

Dreamland Limited has regained compliance with Nasdaq’s share price rules. The company received notice from Nasdaq that its Class A ordinary shares met the $1.00 per share minimum bid price for 10 consecutive business days, from April 21 through May 4, 2026. As a result, Dreamland again satisfies the minimum bid price requirement for continued listing on the Nasdaq Capital Market, and Nasdaq has closed the matter.

Dreamland Limited files a Form F-1 to register up to 18,000,000 Class A Ordinary Shares for resale pursuant to an equity line of credit (the “ELOC”) with Hudson Global Ventures, LLC. The registration covers up to 17,852,797 shares issuable at the company’s election under the ELOC plus 147,203 Commitment Shares. The Company states it is registering the shares on behalf of the Investor and will not receive proceeds from resales by the Investor under this prospectus, though it may receive up to $18,000,000 in aggregate gross proceeds if it elects to sell shares to the Investor under the ELOC Purchase Agreement. The ELOC pricing mechanism ties purchase price to recent trading prices and the facility is available for up to 24 months subject to conditions. The prospectus also discloses a 1-for-5 reverse stock split, Nasdaq minimum bid-price deficiency remediation efforts, recent equity/private placements and corporate governance, tax and regulatory risk disclosures related to operations in Hong Kong and potential PRC regulatory developments.

Dreamland Limited completed the initial closing of its self-directed follow-on public offering after a 1-for-5 reverse stock split effective April 20, 2026. The company sold 3,400,000 Class A Ordinary Shares at US$0.75 per share and 17,000,000 Common Warrants with a US$0.05 exercise price, all of which have been exercised, generating total gross proceeds of US$3,400,000. The company continues to offer an additional 2,600,000 Class A Ordinary Shares and 13,000,000 Common Warrants on a best-efforts basis. Dreamland plans to allocate about US$1,020,000 for event projects, US$680,000 for multi-territorial IP licenses, and US$1,700,000 for working capital and general corporate purposes, following the percentages in its effective Form F-1 prospectus.

Dreamland Limited offers up to 36,000,000 Class A Ordinary Shares in aggregate — consisting of up to 6,000,000 Class A Ordinary Shares sold at a fixed public offering price of US$0.75 per share (post-split) together with Common Warrants to purchase up to 30,000,000 Class A Ordinary Shares. The prospectus states gross proceeds of approximately US$5,350,000 (net proceeds ~US$5,262,000) assuming sale of all 6,000,000 offered shares, of which US$3,400,000 has already been received from a concurrent placement.

The filing discloses a recent 1-for-5 reverse stock split, Nasdaq minimum-bid-price noncompliance with a cure deadline of May 26, 2026, and material operating results including a HK$36,980,617 net loss for the six months ended September 30, 2025. Use of proceeds is prioritized: 30% event investments, 20% multi-territorial IP licenses, and 50% working capital.

Dreamland Limited plans to implement a 1-for-5 reverse stock split of its ordinary shares, as approved by a majority of shareholders at an extraordinary meeting on March 31, 2026. The company expects the split to become effective on April 20, 2026, with trading beginning on a split-adjusted basis that day, subject to Nasdaq Operations notice requirements.

Issued and outstanding share capital is 37,000,000 ordinary shares before the split and is expected to become 7,400,000 ordinary shares after it. Authorized share capital will be reduced from 10,000,000,000 to 2,000,000,000 shares, with par value per share changing from US$0.00001 to US$0.00005, maintaining separate Class A and Class B structures. Fractional shares will be rounded up to the nearest whole share, and no other material changes to the securities’ terms are anticipated.

Dreamland Limited shareholders approved a multi-step share consolidation plan at an extraordinary general meeting. Holders of 21,243,752 Class A shares and 1,000,000 Class B shares voted, representing 60.12% of outstanding shares and 69.26% of total voting power, so quorum was met.

Shareholders first approved a 1-for-5 consolidation of all issued and unissued Class A and Class B ordinary shares, increasing par value from US$0.00001 to US$0.00005 per share while keeping total authorized capital at US$100,000, now divided into 2,000,000,000 shares. They also authorized a further consolidation at a ratio between 1-for-2 and 1-for-250, with the exact ratio and timing within 180 days to be set at the board’s discretion or not implemented.

Both consolidation proposals passed with 33,239,252 votes for, 4,500 against and no abstentions. The board is empowered to handle fractional shares by issuing additional shares from reserves to round up fractions or selling fractional entitlements and distributing net proceeds to affected shareholders.

Dreamland Ltd director files initial ownership report with SEC for Class A securities under Form 3. The filing lists Tse Sze Man as a director of Dreamland Ltd, identified by ticker TDIC. The excerpt shows no buy, sell, acquisition, or disposition transactions and no derivative positions reported in connection with this initial statement.

Dreamland Ltd director and Chief Executive Officer Seto Wai Yue reported initial ownership positions in the company’s ordinary shares. The filing shows direct ownership of 21,236,240 Class A Ordinary Shares and 1,000,000 Class B Ordinary Shares, establishing Seto Wai Yue as a significant, more than ten percent, shareholder.

Dreamland Ltd director Lui Yi Sin, Edith has filed an initial Form 3, which is a statement of beneficial ownership for insiders. This filing lists her status as a director of the company but does not report any stock purchases, sales, option exercises, or other transactions.