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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Dreamland Ltd (Name of Issuer) |
Class A Ordinary Shares, par value $0.00125 per share (Title of Class of Securities) |
(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) |
07/07/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 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)
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| 6 | Citizenship or place of organization
HONG KONG
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
829,890.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
23.81 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| 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 Chairlady of the Board of Directors, 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 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 price of USD3.75 per Placement Share. | |
| Item 4. | Purpose of Transaction |
The Reporting Person acquired the Shares pursuant to 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. The Reporting Person holds the Shares for investment purposes. The Reporting Person is 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. | |
| 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.
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