Dreamland CEO reports 53.15% ordinary-share stake

Seto states that he holds the acquired shares for investment purposes while serving as Dreamland's director and chief executive officer.

Rhea-AI Filing Summary

Dreamland Ltd (TDIC) reports that its Director and Chief Executive Officer, Seto Wai Yue, purchased 300,000 Class A ordinary shares at US$2.00 per share for US$600,000 and acquired 300,000 warrants in a private placement on October 9, 2026. He exercised the warrants that day for 1,200,000 Class A ordinary shares at US$0.01 per underlying share, paying an aggregate exercise price of US$12,000.

Ownership information gives two figures: beneficial ownership is stated as 2,649,890 shares, while the class breakdown lists 2,569,892 Class A and 80,000 Class B shares. The stated 53.15% is a percentage of total ordinary shares outstanding, not aggregate voting power. The issuer reported 4,985,583 ordinary shares outstanding as of October 13, 2026; each Class A share carries one vote and each Class B share carries twelve.

Key Figures

Class A ordinary shares purchased: 300,000 shares Purchase price per Class A ordinary share: US$2.00 per share Aggregate purchase price: US$600,000 +5 more

8 metrics

Class A ordinary shares purchased 300,000 shares Private placement on October 9, 2026

Purchase price per Class A ordinary share US$2.00 per share Private placement on October 9, 2026

Aggregate purchase price US$600,000 For 300,000 Class A ordinary shares

Warrants acquired 300,000 warrants Each warrant was exercisable for four Class A ordinary shares

Class A ordinary shares issued upon warrant exercise 1,200,000 shares Warrants exercised on October 9, 2026

Exercise price per underlying warrant share US$0.01 per share Warrants exercised on October 9, 2026

Aggregate exercise price US$12,000 For the warrant exercise

Shares per warrant Four Class A ordinary shares Warrant exercise terms

Key Terms

private placement, Securities Purchase Agreement, warrants, exercise price, +1 more

5 terms

private placement financial

"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.

Securities Purchase Agreement financial

"pursuant to a Securities Purchase Agreement"

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.

warrants financial

"300,000 warrants, each exercisable for four Class A ordinary shares"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

exercise price financial

"at an exercise price of US$0.01 per underlying warrant share"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

beneficial ownership financial

"aggregate amount beneficially owned"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

FAQ

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

How many TDIC shares did Seto Wai Yue purchase, and at what price?

Seto Wai Yue purchased 300,000 Class A ordinary shares for US$2.00 per share on October 9, 2026, for an aggregate purchase price of US$600,000. He also acquired 300,000 warrants under the same Securities Purchase Agreement.

How many TDIC shares could each warrant buy, and what happened to the warrants?

Each warrant was exercisable for four Class A ordinary shares at US$0.01 per underlying share. Seto exercised all 300,000 warrants on October 9, 2026, into 1,200,000 Class A ordinary shares, paying an aggregate exercise price of US$12,000.

How many TDIC shares does Seto Wai Yue report beneficially owning?

The reported aggregate is 2,649,890 shares, while the class breakdown lists 2,569,892 Class A shares and 80,000 Class B shares. The stated 53.15% is measured against total outstanding ordinary shares, not aggregate voting power.

What is Seto Wai Yue's stated purpose for holding the TDIC shares?

Seto stated that he holds the shares for investment purposes.

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

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Available on EDGAR 10/14/2026 - 11:05 AM EDT Accepted by SEC EDGAR 10/14/2026 - 11:05 AM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

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)

10/09/2026

(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 2,649,890.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,649,890.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,649,890.00

12

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

13

Percent of class represented by amount in Row (11)

53.15 %

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 4,985,583 Ordinary Shares, consisting of 4,905,583 Class A Ordinary Shares and 80,000 Class B Ordinary Shares outstanding as of October 13, 2026, which information was provided by the Issuer to the Reporting Persons on October 13, 2026. As of the date hereof, the Reporting Person beneficially owns 2,569,892 Class A Ordinary Shares and 80,000 Class B Ordinary Shares. These holdings include 300,000 Class A Ordinary Shares acquired directly and 1,200,000 Class A Ordinary Shares issued upon the exercise of 300,000 warrants in a private placement pursuant to a Securities Purchase Agreement dated October 9, 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 2.	Identity and Background
(a)	This Schedule 13D is being filed by Seto Wai Yue (the "Reporting Person")
(b)	The Reporting Person's business address is RM 18E, Billion Plaza Phase 2, 10 Cheung Yue Street, Cheung Sha Wan, Hong Kong.
(c)	The Reporting Person is the Director and Chief Executive Officer of the Issuer.
(d)	During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	The Reporting Person is a citizen of Hong Kong.
Item 3.	Source and Amount of Funds or Other Consideration
	On October 9, 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 (i) 300,000 Class A ordinary shares at a purchase price of US$2.00 per Class A ordinary share for an aggregate purchase price of US$600,000, and (ii) 300,000 warrants, each exercisable for four Class A ordinary shares at an exercise price of US$0.01 per underlying warrant share. On October 9, 2026, the 300,000 warrants were concurrently exercised into 1,200,000 Class A ordinary shares for an aggregate exercise price of US$12,000. The source of funds used by the Reporting Person to pay the aggregate purchase price and exercise price was personal funds.
Item 4.	Purpose of Transaction
	The Reporting Person acquired the Shares pursuant to a Securities Purchase Agreement dated October 9, 2026, with the Issuer, under which the Reporting Person purchased an aggregate of 300,000 Class A ordinary shares and 300,000 warrants, which were concurrently exercised into 1,200,000 Class A ordinary shares, in a private placement. The Reporting Person holds the shares for investment purposes. The Reporting Person is the Chief Executive Officer of the Issuer and a member of the board of directors of the Issuer 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.
Item 5.	Interest in Securities of the Issuer
(a)	The responses in items (7) through (12) of the Reporting Person Information and Additional Reporting Person Information of this Schedule 13D are hereby incorporated into this Item 5 by reference.
(b)	The responses in items (7) through (12) of the Reporting Person Information and Additional Reporting Person Information of this Schedule 13D are hereby incorporated into this Item 5 by reference.
(c)	None.
(d)	None.
(e)	N/A
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	No.

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:	Director and Chief Executive Officer
Date:	10/14/2026