Dreamland CEO holds 32.99% after $3.75 share buys

Dreamland Ltd insider Seto Wai Yue filed an amended Schedule 13D reporting beneficial ownership of 1,149,890 ordinary shares, representing 32.99% of Dreamland’s total outstanding ordinary shares as of August 7, 2026.

Rhea-AI Filing Summary

Dreamland Ltd insider Seto Wai Yue filed an amended Schedule 13D reporting beneficial ownership of 1,149,890 ordinary shares, representing 32.99% of Dreamland’s total outstanding ordinary shares as of August 7, 2026. This consists of 1,069,890 Class A Ordinary Shares and 80,000 Class B Ordinary Shares.

The filing states that 580,000 Class A and 72,000 Class B shares were acquired from Dreamland in a private placement under a Securities Purchase Agreement dated July 7, 2026 at USD 3.75 per share, and 320,000 Class A shares were acquired from Imperial Vision Fund SPC Series 1 SP under a Sale and Purchase Agreement dated August 6, 2026, also at USD 3.75 per share. Each Class A share carries one vote and each Class B share carries twelve votes; the reported 32.99% figure reflects percentage of total ordinary shares, not voting power. The reporting person is Dreamland’s Chief Executive Officer, a director, and Chairlady, and states that the shares are held for investment purposes.

Key Figures

Beneficial ownership: 1,149,890 shares Ownership percentage: 32.99 % Shares outstanding: 3,485,583 shares +5 more

8 metrics

Beneficial ownership 1,149,890 shares Ordinary shares beneficially owned by Seto Wai Yue

Ownership percentage 32.99 % Percent of class represented by 1,149,890 ordinary shares

Shares outstanding 3,485,583 shares Total ordinary shares outstanding as of August 7, 2026

Class A shares owned 1,069,890 shares Class A Ordinary Shares beneficially owned by the reporting person

Class B shares owned 80,000 shares Class B Ordinary Shares beneficially owned by the reporting person

Purchase price per share USD 3.75 per share Price for shares under July 7 and August 6, 2026 agreements

Private placement Class A 580,000 shares Class A shares purchased from the issuer in private placement

SPA Class A from Imperial Vision 320,000 shares Class A shares purchased from Imperial Vision Fund SPC Series 1 SP

Key Terms

Securities Purchase Agreement, Sale and Purchase Agreement, private placement, beneficially owns, +1 more

5 terms

Securities Purchase Agreement financial

"entered into a Securities Purchase Agreement with the Issuer"

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.

Sale and Purchase Agreement financial

"entered into a Sale and Purchase Agreement with Imperial Vision"

A sale and purchase agreement is a binding written contract that sets out the exact terms under which one party sells and another buys assets or a business, much like the detailed receipt and instructions you get when buying a house. It matters to investors because it defines the price, what is included, payment timing, and any promises or protections — all of which determine future cash flows, risk, and the value of the companies involved.

private placement financial

"purchased an aggregate of 580,000 Class A Ordinary Shares and 72,000 Class B Ordinary Shares in a private placement"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

beneficially owns financial

"The Reporting Person beneficially owns 1,069,890 Class A Ordinary Shares"

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

Class B Ordinary Shares financial

"3,405,583 Class A Ordinary Shares and 80,000 Class B Ordinary Shares outstanding"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What percentage of Dreamland Ltd (TDIC) does Seto Wai Yue currently beneficially own?

Seto Wai Yue beneficially owns 32.99% of Dreamland Ltd’s total outstanding ordinary shares. This is based on 1,149,890 shares owned versus 3,485,583 ordinary shares outstanding as of August 7, 2026, as provided by the company.

How many Dreamland Ltd (TDIC) shares does Seto Wai Yue own and of which classes?

Seto Wai Yue beneficially owns 1,149,890 ordinary shares, including 1,069,890 Class A Ordinary Shares and 80,000 Class B Ordinary Shares. These figures are used to calculate the disclosed 32.99% beneficial ownership of Dreamland’s total outstanding ordinary shares.

At what price did Seto Wai Yue buy Dreamland Ltd (TDIC) shares in 2026 transactions?

In 2026 transactions, Seto Wai Yue agreed to purchase Dreamland shares at USD 3.75 per share. This price applied to 580,000 Class A and 72,000 Class B shares from the issuer and 320,000 Class A shares from Imperial Vision Fund SPC Series 1 SP.

What agreements governed Seto Wai Yue’s recent Dreamland Ltd (TDIC) share purchases?

The purchases were made under a Securities Purchase Agreement dated July 7, 2026 with Dreamland and a Sale and Purchase Agreement dated August 6, 2026 with Imperial Vision Fund SPC Series 1 SP. Both agreements covered Class A and/or Class B shares at USD 3.75 per share.

How many Dreamland Ltd (TDIC) shares are outstanding according to this Schedule 13D/A?

Total outstanding ordinary shares are disclosed as 3,485,583, comprising 3,405,583 Class A Ordinary Shares and 80,000 Class B Ordinary Shares as of August 7, 2026. This outstanding share count underpins the 32.99% beneficial ownership calculation.

What voting rights do Dreamland Ltd (TDIC) Class A and Class B shares have?

Each Dreamland Class A ordinary share carries one vote, while each Class B ordinary share carries twelve votes. The 32.99% figure disclosed reflects percentage of total ordinary shares, not Seto Wai Yue’s percentage of total voting power.

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

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Available on EDGAR 08/17/2026 - 06:08 AM Accepted by SEC EDGAR 08/17/2026 - 06:06 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Dreamland Ltd

(Name of Issuer)

Class A Ordinary Shares, par value $0.00125 per share

(Title of Class of Securities)

G28385121

(CUSIP Number)

Seto Wai Yue
RM 18E, Billion Plaza Phase 2, 10 Cheung Yue Street, Cheung Sha Wan
Hong Kong, K3, 00000
852 5628 6281

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/13/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): G28385121

1

Name of reporting person

Seto Wai Yue

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

HONG KONG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,149,890.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,149,890.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,149,890.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

32.99 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) The calculation of percentage set forth herein is based on 3,485,583 Ordinary Shares, consisting of 3,405,583 Class A Ordinary Shares and 80,000 Class B Ordinary Shares outstanding as of August 7, 2026, as provided by the Issuer to the Reporting Person on August 17, 2026. The Reporting Person beneficially owns 1,069,890 Class A Ordinary Shares and 80,000 Class B Ordinary Shares, including (i) 580,000 Class A Ordinary Shares and 72,000 Class B Ordinary Shares acquired from the Issuer in a private placement pursuant to a Securities Purchase Agreement dated July 7, 2026, and (ii) 320,000 Class A Ordinary Shares acquired from Imperial Vision Fund SPC Series 1 SP pursuant to a Sale and Purchase Agreement dated August 6, 2026. Pursuant to the Amended and Restated Memorandum and Articles of Association of the Issuer, each Class A ordinary share is entitled to one vote and each Class B ordinary share is entitled to twelve votes. The percentage reported herein reflects beneficial ownership as a percentage of the Issuer's total outstanding ordinary shares and not the Reporting Person's percentage of aggregate voting power.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Ordinary Shares, par value $0.00125 per share
(b)	Name of Issuer: Dreamland Ltd
(c)	Address of Issuer's Principal Executive Offices: RM 18E, Billion Plaza Phase 2, 10 Cheung Yue Street, Cheung Sha Wan, Hong Kong, HONG KONG , 00000.
Item 3.	Source and Amount of Funds or Other Consideration
	On July 7, 2026, the Reporting Person entered into a Securities Purchase Agreement with the Issuer pursuant to which the Reporting Person agreed to purchase an aggregate of 580,000 Class A Ordinary Shares and 72,000 Class B Ordinary Shares at a purchase price of USD3.75 per share. On August 6, 2026, the Reporting Person entered into a Sale and Purchase Agreement with Imperial Vision Fund SPC Series 1 SP pursuant to which the Reporting Person agreed to purchase 320,000 Class A Ordinary Shares at a purchase price of USD3.75 per share.
Item 4.	Purpose of Transaction
	The Reporting Person acquired the shares pursuant to (i) a Securities Purchase Agreement dated July 7, 2026, with the Issuer, under which the Reporting Person purchased an aggregate of 580,000 Class A Ordinary Shares and 72,000 Class B Ordinary Shares in a private placement and (ii) a Sale and Purchase Agreement dated August 6, 2026, with Imperial Vision Fund SPC Series 1 SP, pursuant to which the Reporting Person purchased 320,000 Class A Ordinary Shares.The Reporting Person holds the shares for investment purposes. The Reporting Person is the Chief Executive Officer of the Issuer, a member of the board of directors of the Issuer and serves as the Chairlady and, as a result, may be asked to vote on or discuss matters related to items (a) through (j) of this Item 4 of Schedule 13D with representatives of the Issuer and others. Except as may be set forth herein, the Reporting Person has no current intention, plan or proposal with respect to items (a) through (j) of Item 4 of Schedule 13D.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Seto Wai Yue

Signature:	/s/ Seto Wai Yue
Name/Title:	Chairlady of the Board of Directors, Director and Chief Executive Officer
Date:	08/17/2026