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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.
Dreamland Limited, a foreign private issuer based in Hong Kong, submitted an update noting a change to its principal executive office address. On June 10, 2026, the company moved its main office to RM 18E, Billion Plaza Phase 2, 10 Cheung Yue Street, Cheung Sha Wan, Hong Kong.
Dreamland Limited plans a 1-for-25 reverse stock split of its ordinary shares, approved by shareholders and the board, and expects it to become effective on June 15, 2026, with trading on a split-adjusted basis starting that day, subject to Nasdaq Operations notice requirements.
Immediately before the split, the company has 37,738,905 ordinary shares outstanding, consisting of 37,538,905 Class A shares and 200,000 Class B shares. After the split, this is expected to adjust to approximately 1,509,557 ordinary shares, made up of about 1,501,557 Class A shares and 8,000 Class B shares. Fractional shares will not be issued and will instead be rounded up to the nearest whole share.
The company is also reducing its authorized share capital on the same 1-for-25 ratio, keeping the total authorized capital at US$100,000 but changing from 2,000,000,000 shares at US$0.00005 par value to 80,000,000 shares at US$0.00125 par value, with separate Class A and Class B authorizations maintained. No other material changes to the terms of the securities are anticipated in connection with this action.
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.
Dreamland Limited, through its subsidiary Trendic International Limited, has entered into a non-binding Memorandum of Understanding with Hong Kong-based LinkFung Innovation Limited to explore a comprehensive AI-powered intelligent image library platform. The planned system would combine real-time face detection, automated content tagging, intelligent filtering, and sentiment recognition with scalable cloud infrastructure and high-performance databases using vector embeddings for AI search and recommendations.
The project is estimated to run for twelve months from commencement, with intellectual property in project-specific deliverables vesting in Trendic upon full payment. The MoU includes binding provisions on intellectual property, confidentiality, and data protection but is generally non-binding overall, and there is no assurance a definitive service agreement will be executed or that the project will be completed.
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.