Dreamland Ltd-A 2025年年度报告和过渡报告

FORM20-F ☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year EndedMarch 31,2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number:001-42762 Dreamland Limited(Exact name of Registrant as specified in its charter) Cayman Islands(Jurisdiction of incorporation or organization) c/o No. 5, 17th FloorPeakCastle, No. 476 Castle Peak RoadCheung Sha Wan, Kowloon,Hong Kong(Address of principal executive offices) Seto Wai Yue, Chief Executive OfficerTelephone:(852)5628 6281Email:frances.seto@trendicint.comAt the address of the Company set forth above(Name, Telephone, email and/or fax number and address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act:None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by theannual report. 28,660,000Class A Ordinary Shares, $0.00001 par value, at March 31, 2025 Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933. Yes☐No☒ If the report is an annual or transition report, indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15D ofthe Securities Exchange Act of 1934.Yes☐No☒ Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject tosuch filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growthcompany. Non-accelerated filer☒Emerging Growth Company☒ Large Accelerated Filer☐ Accelerated Filer☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant haselected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included inthe filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the Registrant has used to prepare the financial statements included in this filing: International Financial Reporting Standardsas issued bythe International Accounting Standards Board☒ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the Registrant has electedto follow:Item 17☐Item 18☐ If this is an annual report, indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)Yes☐No☒ TABLE OF CONTENTS Item 1.Identity of Directors, Senior Management and Advisors1Item 2.Offer Statistics and Expected Timetable1Item 3.Key Information1Item 4.Information on the Company30Item 4A.Unresolved Staff Comments51Item 5.Operating and Financial Review and Prospects51Item 6.Directors, Senior Management and Employees71Item 7.Major Shareholders and Related Party Transactions81Item 8.Financial Information85Item 9.The Offer and Listing85Item 10.Additional Information85Item 11.Quantitative and Qualitative Disclosures about Market Risk94Item 12.Description of Securities Other Than Equi