TDIC News & Events

Dreamland files to sell 30M Class A ordinary shares

Dreamland announced that on December 3, 2025, the Company entered into an Equity Purchase Agreement of $18M with Hudson Global Ventures. On December 3, 2025, Dreamland entered into the Equity Purchase Agreement with the Investor pursuant to which the Company will have the right, but not the obligation to sell to the Investor, and the Investor will have the obligation to purchase from the Company up to $18,000,000 worth of the Company's ordinary shares at the Company's sole discretion over the next 24 months, subject to certain conditions precedent and other limitations. Concurrently with the execution of the Equity Purchase Agreement, the Company agreed to issue 736,018 of the Company's ordinary shares to the Investor as part of the consideration. A copy of the Equity Purchase Agreement is attached as Exhibit 99.1 to the Form 6-K filed to the U.S. Securities and Futures Commission on December 4, 2025. The foregoing description of the Equity Purchase Agreement is a summary of the material terms of such agreement, and does not purport to be complete and is qualified in its entirety by reference to the Equity Purchase Agreement. On the same date, the Company also entered into a registration rights agreement with the Investor, pursuant to which the Company agreed to submit to the SEC an initial registration statement on Form F-1 covering the resale of the Commitment Shares and Put Shares, which may have been, or which may from time to time be, issued under the Equity Purchase Agreement for public resale, and to use its reasonable best efforts to cause the Registration Statement to be declared effective by the SEC. A copy of the Registration Rights Agreement is attached as Exhibit 99.2 to the Form 6-K filed to the SEC on December 4, 2025.

Dreamland announced that it has received a notification letter from the Nasdaq Stock Market dated November 26, 2025 that the Ccmpany is not in compliance with the $1.00 minimum bid price requirement for continued listing of the company's Class A Ordinary Shares on the Nasdaq Capital Market, as set forth in Nasdaq Listing Rules 5550(a)(2) because the closing bid price for the Shares had been below $1.00 for the preceding 30 consecutive business days. The Notice indicated that the company has 180 days, or until May 26, 2026, to regain compliance with the Minimum Bid Price Requirement by maintaining the closing bid price of the Shares at or above $1.00 per Share for at least ten consecutive business days prior to the Compliance Deadline.

Dreamland (TDIC), a Hong Kong-based event management service provider, priced 2M shares at $4.00 per share and expects to receive aggregate gross proceeds of $8M from the offering, before deducting underwriting discounts and other related expenses. Net proceeds from the offering due to the company will be used for acquiring multi-territorial IP licenses; setting up the company's own ticketing platform; possible strategic acquisitions; expanding the company's marketing department and financing and administration department; upgrading the company's enterprise resource planning system; repaying loans made by a director in connection with the payment of costs and expenses in connection with the offering and obtaining a listing of the company's Class A ordinary shares on the Nasdaq Capital Market; and working capital and other corporate purposes. Bancroft acted as sole book running manager for the offering.