Dreamland Ltd-A美股招股说明书(2025-07-22版)

Dreamland Limited 5,416,740 Class A Ordinary Shares This prospectus relates to the resale of 5,416,740 Class A Ordinary Shares of US$0.00001 each par value, or Class A Ordinary Shares, of Dreamland Limited held by Prime Crest Holdings Limited,Fuji Holdings Limited, Yield Rights Group Limited and Allied Target Limited (collectively the “Resale Shareholders”). We will not receive any of the proceeds from the sale of Class A Ordinary Sharesby the Resale Shareholders. None of the Resale Shareholders nor any of the natural persons who control the Resale Shareholders has held any position, office or had any material relationship with theCompany or any of its subsidiaries’ predecessors or affiliates within the past three years from the date of the filing of the registration statement. The resale of the Class A Ordinary Shares by the Resale Shareholders is conditioned upon the successful completion of the sale of the Class A Ordinary Shares in our underwritten primary offeringand the listing of the Class A Ordinary Shares on the Nasdaq Capital Market or another national securities exchange. Following the listing of our Class A Ordinary Shares on the Nasdaq Capital Market,any sales of Class A Ordinary Shares by the Resale Shareholders will occur at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. The registration ofthe Class A Ordinary Shares held by the Resale Shareholders does not mean that the Resale Shareholders will offer or sell any of the Class A Ordinary Shares. In addition, we will pay all fees andexpenses incident to the registration of the Class A Ordinary Shares held by the Resale Shareholders. The distribution of securities offered hereby may be effected in one or more transactions that maytake place in ordinary brokers’ transactions, privately negotiated transactions or through sales to one or more dealers for resale of such securities as principals. Usual and customary or specificallynegotiated brokerage fees or commissions may be paid by the Resale Shareholders. For additional information on the possible methods of sale that may be used by the Resale Shareholders, you shouldrefer to the section of this prospectus entitled “Plan of Distribution”. On June 30, 2025, a registration statement under the Securities Act with respect to our initial public offering (“IPO”) of Class A Ordinary Shares was declared effective by the Securities andExchange Commission. We received approximately US$3.9 million in net proceeds from the IPO after payment of underwriting discounts and commissions and estimated expenses of the offering. Concurrent with our initial public offering, our Class A Ordinary Shares were listed on the Nasdaq Capital Market or another national securities exchange under the symbol “TDIC.” You are investing in Class A Ordinary Shares of our Company, a Cayman Islands holding company. Investors of our Class A Ordinary Shares are not purchasing and may never directly hold equityinterests in Trendic International Limited, our indirect wholly-owned subsidiary incorporated in Hong Kong through which we conduct our business. Such a structure involves unique risks to investors inthis offering. Chinese regulatory authorities could disallow this structure, which would likely result in a material change in our operations and/or a material change in the value of the securities we areregistering for sale, including that it could cause the value of such securities to significantly decline or become worthless. For a detailed description, see “Risks Relating to Doing Business in HongKong” on page 32 of this prospectus. We are an “Emerging Growth Company” and a “Foreign Private Issuer” under applicable U.S. federal securities laws and, as such, are eligible for reduced public company reportingrequirements. Investing in our Class A Ordinary Shares involves risks. Please see “Implications of Our Being an Emerging Growth Company” and “Implications of Our Being a Foreign PrivateIssuer” beginning on pages 14 and 15 of this prospectus for more information. An investment in our Class A Ordinary Shares involves significant risks. You should carefully consider the risk factors beginning on page 16 of this prospectus before you make your Upon completion of the underwritten public offering conducted by the Company, we will be a “controlled company” as defined under the Nasdaq Stock Market Rules because Ms. Seto Wai Yue willbe the beneficial owner of an aggregate of 21,236,240 Class A Ordinary Shares, which will represent 70.81% of the total issued and outstanding Class A Ordinary Shares. Ms. Seto will also be thebeneficial owner of 100% of our outstanding Class B Ordinary Shares, which together with the Class A Ordinary Shares, will represent 79.13% of the total aggregate voting power of the Company. Forso long as we are a controlled company under that definition, we are permitted to elect to rely, and may rely, on certain exemptions from corporate governance