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Happy City Holdings Limited reports that on July 27, 2026, its board accepted the resignation of Mr. Ho Wai Alan, Chung as an independent director, effective July 31, 2026. He is also stepping down as chair of the nominating committee and as a member of the audit and compensation committees to pursue other professional business, and stated his resignation does not involve any disagreement with the company or its management.
After his departure, the board will have six directors, including four independent directors under Nasdaq rules. Each of the audit, compensation and nominating committees will continue to consist of four independent directors, and Mr. Liu Sicheng will become chair of the nominating committee effective July 31, 2026.
Happy City Holdings Limited reports that it has submitted its response to Nasdaq’s information request related to the ongoing trading halt of its Class A ordinary shares. On July 10, 2026, the company provided Nasdaq with its response along with supporting information and documents, which are now under review.
Trading in the Class A ordinary shares remains halted until Nasdaq determines that the request for additional information has been fully satisfied, and the company states there can be no assurance as to when, or whether, trading will resume. Happy City also reiterates that it has not authorized, participated in, or been involved with any promotion or recommendation of its securities via social media or otherwise.
Happy City Holdings Limited reports that Nasdaq has halted trading in its Class A ordinary shares while the company responds to Nasdaq’s request for additional information. This halt follows an earlier SEC order that temporarily suspended trading in the company’s securities from June 12 through June 26, 2026.
The company states it is fully cooperating with the SEC, Nasdaq, and other regulators and is working diligently to provide the requested information. It also reiterates that it has not authorized or participated in any promotion or recommendation of its securities via social media or other channels.
Happy City Holdings Limited reports that the U.S. SEC ordered a temporary suspension of trading in its securities from 4:00 ET on June 12, 2026 through 11:59 PM ET on June 26, 2026. The SEC order cites concerns about potential manipulation linked to social media recommendations by unknown persons.
The company states it has not authorized or participated in any such promotions, has received an information request from Nasdaq, and intends to respond within the requested timeframe. It also reports that business operations remain normal with no material change to its operations or financial position as of this report.
Happy City Holdings Limited has regained compliance with Nasdaq’s market value of listed securities rule, allowing its Class A ordinary shares to remain on The Nasdaq Capital Market. The company previously received a notice on January 23, 2026 for not meeting the $2,500,000 stockholders’ equity or $35 million market value requirements. On June 2, 2026, Nasdaq confirmed that Happy City now satisfies the MVLS rule and all other applicable continued listing criteria, and the compliance matter has been formally closed.
Happy City Holdings Limited entered a Standby Equity Purchase Agreement with YA II PN, Ltd., giving the company the right to sell up to $20 million of Class A ordinary shares over 36 months via discretionary “Advances.”
Shares for each Advance will be priced at the lowest daily volume-weighted average price over three trading days after an advance notice, with a 3% discount. There are no mandatory minimum drawdowns or non-usage fees. Happy City paid a $25,000 structuring fee and issued 72,401 Class A shares toward half of a $200,000 commitment fee, with the remaining $100,000 due in cash at the first Advance closing. Sales may begin only after an effective resale registration statement on Form F-1, and proceeds will be used as described in the related prospectus.
Happy City Holdings Ltd director Kwok Ho Pan has filed an initial Form 3, which is the standard disclosure of insider ownership. The provided data shows no reportable transactions, no common share holdings and no derivative positions, indicating a baseline disclosure rather than an active trade.
Happy City Holdings Ltd CFO Yu Sin Ting filed an initial Form 3 reporting status as an insider of the company. The filing does not list any stock or option transactions or holdings, and serves as a baseline disclosure of insider reporting obligations going forward.
Happy City Holdings Limited reports the resignation of independent director Ms. Suet Man Mak, effective immediately on March 31, 2026. The company states she resigned for personal reasons and that there was no disagreement with the company or its Board regarding operations, policies, or practices. The report is signed on behalf of the company by Chief Executive Officer and Director Suk Yee Kwan on April 1, 2026.
Happy City Holdings Ltd director KAM Eddie Shing Cheuk filed an initial Form 3 insider ownership report. The provided data shows no common stock or derivative holdings and no buy, sell, or other transactions, so this filing is purely administrative disclosure of insider status.