Vanguard Capital Management (HAPN) discloses 5% beneficial stake in Happen Inc

Rhea-AI Filing Summary

Vanguard Capital Management reports a significant passive ownership position in Happen Inc common stock on a Schedule 13G. Vanguard discloses beneficial ownership of 5,772,120 shares of Happen Inc, representing 5% of the outstanding common stock as of June 30, 2026.

Vanguard has sole voting power over 859,602 shares and sole dispositive power over all 5,772,120 shares, with no shared voting or dispositive power. The filing explains that the reported holdings include securities managed by Vanguard Capital Management LLC and specified affiliated entities and business divisions, including certain Vanguard funds and client accounts over which they exercise voting and/or dispositive authority. No other single person’s economic interest in these securities exceeds 5% of the class.

Key Figures

Beneficial ownership: 5,772,120 shares Percent of class: 5 % Sole voting power: 859,602 shares +2 more

5 metrics

Beneficial ownership 5,772,120 shares Shares of Happen Inc common stock beneficially owned by Vanguard

Percent of class 5 % Portion of Happen Inc common stock class held by Vanguard

Sole voting power 859,602 shares Shares over which Vanguard can vote or direct the vote

Sole dispositive power 5,772,120 shares Shares over which Vanguard can dispose or direct disposition

Filing date 07/31/2026 Date signed by Authorized Signatory for Vanguard Capital Management

Key Terms

beneficially owned, dispositive power, Schedule 13G, Investment Company Act of 1940, +1 more

5 terms

beneficially owned financial

"this reflects the securities beneficially owned, or deemed to be beneficially owned, by Vanguard"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

dispositive power financial

"sole power to dispose or to direct the disposition of: 5772120"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

Schedule 13G regulatory

"Ownership of more than 5 Percent on Behalf of Another Person"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

Investment Company Act of 1940 regulatory

"investment companies registered under the Investment Company Act of 1940 and other managed accounts"

A U.S. federal law that sets the rulebook for pooled investment vehicles such as mutual funds, exchange-traded funds and similar money managers, requiring them to register with regulators, disclose holdings and fees, limit conflicts of interest, and follow governance standards. It matters to investors because these protections and transparency rules act like a referee and scoreboard, helping people compare funds, trust that managers follow fair practices, and spot hidden costs or risks.

percent of class financial

"Percent of class: 5 %"

Percent of class is the portion of a specific category of securities—such as a company’s common shares, preferred shares, or a bond series—that takes part in or approves a corporate action (vote, consent, tender, etc.). Investors watch this number because it reveals how much support or opposition exists within that particular shareholder group; like counting how many members of a club back a proposal, it can determine whether a plan passes or how influence is distributed.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/31/2026 - 10:20 AM Accepted by SEC EDGAR 07/31/2026 - 10:20 AM Learn about SEC filing dates

FAQ

What stake does Vanguard Capital Management report in Happen Inc (HAPN)?

Vanguard Capital Management reports beneficial ownership of 5,772,120 Happen Inc shares, representing 5% of the company’s common stock as of June 30, 2026, according to its Schedule 13G filing.

How much voting power does Vanguard have in Happen Inc (HAPN)?

Vanguard has sole voting power over 859,602 Happen Inc shares and no shared voting power. This means it can vote those 859,602 shares at its discretion, while the rest are held without voting authority.

What is Vanguard’s dispositive power over Happen Inc (HAPN) shares?

Vanguard reports sole dispositive power over 5,772,120 Happen Inc shares and no shared dispositive power. Sole dispositive power means Vanguard can decide how and when to sell or otherwise dispose of those shares.

Which entities are included in Vanguard’s reported HAPN holdings?

The reported holdings include securities beneficially owned or deemed owned by Vanguard Capital Management LLC and affiliates such as Vanguard Asset Management Limited, Vanguard Fiduciary Trust Company, Vanguard Global Advisers, LLC, and Vanguard Investments Australia Ltd.

Does any other person hold more than 5% interest through Vanguard’s HAPN position?

No. Vanguard states that no one other person’s interest in the Happen Inc securities it reports is more than 5% of the class, even though various funds and accounts share in the economic benefits.

What type of security does Vanguard hold in Happen Inc (HAPN)?

Vanguard’s position is in Happen Inc common stock, identified by CUSIP 52603A208. The Schedule 13G covers this single class of equity securities issued by Happen Inc.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Happen Inc

(Name of Issuer)

Common Stock

(Title of Class of Securities)

52603A208

(CUSIP Number)

06/30/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 52603A208

1

Names of Reporting Persons

Vanguard Capital Management

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

PENNSYLVANIA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 859,602.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 5,772,120.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,772,120.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5 %

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: In accordance with SEC Release No. 34-39538 (January 12, 1998), this Schedule 13G reflects the securities beneficially owned, or deemed to be beneficially owned, by Vanguard Capital Management LLC and the following affiliates of Vanguard Capital Management LLC or business divisions of such affiliates: Vanguard Asset Management Limited, Vanguard Fiduciary Trust Company, Vanguard Global Advisers, LLC and Vanguard Investments Australia Ltd. This Schedule 13G includes securities held by Vanguard funds, or sleeves thereof, over which Vanguard Capital Management LLC exercises dispositive power, in addition to securities held by clients over which the affiliates or business divisions of such affiliates indicated above exercise dispositive and/or voting power. This Schedule 13G does not include securities, if any, beneficially owned by other subsidiaries or affiliates of Vanguard Capital Management LLC, or business divisions of such subsidiaries, whose ownership of securities is disaggregated from that of the reporting business unit in accordance with such release.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Happen Inc
(b)	Address of issuer's principal executive offices: 88 Kearny Street, Suite 600, San Francisco, CA, 94108
Item 2.
(a)	Name of person filing: Vanguard Capital Management
(b)	Address or principal business office or, if none, residence: 100 Vanguard Blvd,, Malvern, PA, 19355
(c)	Citizenship: PA
(d)	Title of class of securities: Common Stock
(e)	CUSIP Number(s): 52603A208
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 5772120
(b)	Percent of class: 5 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 859602
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 5772120
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. Vanguard Capital Management, including investment companies registered under the Investment Company Act of 1940 and other managed accounts, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein.No one other person's interest in the securities reported herein is more than 5%.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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.

Vanguard Capital Management

Signature:	My Trieu-Gatt
Name/Title:	Authorized Signatory, Head of Global Fund Administration
Date:	07/31/2026