TDIC · Dreamland Limited Class A Ordinary Shares

Dreamland Limited operates through Hong Kong subsidiary Trendic, providing event management for IP-themed experience events like character exhibitions, evolving from pure service provider to organizer/investor since FY2025. This shift drove revenue from HK$20.4M (FY2024) to HK$45.8M (FY2025, +124%) via tickets/sponsorships, though H1 FY2026 saw HK$40M revenue but HK$37M loss from share-based payments and investments. Gross margins implicit in cost increases suggest scalability but event seasonality and economic sensitivity pose risks, with operations tied to Hong Kong/Asia consumer spending.

The F-1 registers 18M Class A shares for resale by Hudson Global Ventures under a $18M ELOC at 91% of recent VWAP, providing flexible non-dilutive capital (up to full amount at Company discretion over 24 months). No direct proceeds to Company from resale, but ELOC draws fund working capital amid cash burn (H1 FY2026 operating cash outflow HK$25M). Post-IPO shares outstanding 27.6M; potential full ELOC utilization implies ~65% dilution at $1.13/share.

Critical overhang: Nasdaq deficiency notice (Nov 2025) for sub-$1 bid price; 1:5 reverse split (Apr 2026) lifted price to $1.13 but needs 10 consecutive days over $1 by May 2026 or face delisting. ELOC resale pressure could exacerbate volatility in low-liquidity stock (recent range $0.57-$36). No VIE/PRC ops reduces China risk but Hong Kong exposure to CAC data oversight and Basic Law uncertainties noted.

Dual-class structure gives CEO Seto (76.4% Class A, 100% Class B with 12x votes) control; no dividends planned, all cash for growth. Customer concentration (top3 35% H1 revenue) and supplier reliance amplify execution risks in competitive events market. Material weaknesses in accounting (manual processes, revenue recognition) flagged, with remediation needed for SOX compliance as emerging growth company.