Happy City Holdings Limited SEC filings document a foreign private issuer operating hotpot restaurants in Hong Kong and reporting through Form 6-K current reports and Form 20-F annual disclosures. The filings cover operating and financial results, restaurant revenue and cost structure, Nasdaq Capital Market listing-compliance notices, and capital-structure matters involving Class A and Class B ordinary shares.
The company’s regulatory record also includes material agreements such as private placement subscription documents, share issuance disclosures, board and committee composition changes, executive officer transitions, independent director agreements, shareholder voting matters, governance matters, and risk-related public-company reporting.
Happy City Holdings Ltd (HCHL) said Suk Yee Kwan will resign as CEO and Executive Director effective October 31, 2026, for personal reasons. She confirmed she has no disagreements or disputes with the company, its board or management concerning operations, policies or practices.
Feng Wang will become CEO on October 31, replacing Kwan, and will continue as board chair and Executive Director, roles he has held since September 18, 2026. He will receive no compensation for CEO service; under his separate chair and Executive Director agreement, he receives an annual salary of HK$180,000 (approximately US$22,951), payable monthly. Wang has served as a director of the company's wholly owned subsidiary Happy City Developments Limited since February 9, 2026.
Happy City Holdings Ltd (HCHL) reported that Tak Shing Lam resigned as Chair of the Board and a director, effective September 18, 2026. Feng Wang replaced him as Chair and became an Executive Director effective that date, following resolutions approved by the Board, Nominating Committee and Compensation Committee on September 14, 2026.
Wang has served as a director of the wholly owned subsidiary Happy City Developments Limited since February 9, 2026. His employment agreement sets annual salary at HK$180,000 (approximately US$22,951), payable monthly, for services as the Company's Director and Chief Executive Officer. The company described Wang as having over 15 years of equity capital markets advisory experience.
For Happy City Holdings Limited (HCHL), 12,000,000 Class B Ordinary Shares held by Happy City Group Limited were transferred to Sky Way Innovation Holdings Limited on September 21, 2026, after Sky Way enforced its collateral rights. The shares had been pledged to secure Happy City Group’s US$1,000,000 loan from Sky Way. After the transfer, Suk Yee Kwan, HCHL’s Chief Executive Officer and a director, and Tak Shing Lam, who was chair of the Board and a director, each beneficially owned zero shares.
The loan was drawn on April 17, 2026, carried interest of 2.9% per month, and was due on or before October 17, 2026. Happy City Group did not pay the US$1,000,000 principal and US$139,200 in interest on demand on September 10, 2026, when Sky Way issued a Notice of Enforcement. Before the transfer, each reporting person was deemed to beneficially own 12,000,000 Class B shares indirectly through Happy City Group, representing approximately 93.08% of aggregate voting power; each Class B share carried 20 votes and was convertible into one Class A share.
Happy City Holdings Limited (HCHL) reports that on August 25, 2026, its board accepted the resignation of Mr. Yiu Wai Ming as an independent director, effective August 31, 2026. He is also stepping down as chair of the compensation committee and as a member of the audit and nominating committees on the same date.
The company states that Mr. Yiu resigned due to other professional commitments and not because of any disagreement with the company, its board, or management, and that he confirmed no matters need to be brought to shareholders’ or regulators’ attention. After his departure, the board has five directors, including three independent directors under Nasdaq listing rules, and each of the audit, compensation, and nominating committees continues to comprise three independent directors. Mr. Kwok Ho Pan will become chair of the compensation committee effective August 31, 2026.
Happy City Holdings Limited (HCHL), a Hong Kong hotpot restaurant operator, reported a sharp downturn for the six months ended February 28, 2026. Revenue fell 44.2% to US$2.32 million, mainly due to weaker customer demand as diners shifted to competitively priced options in Shenzhen. Cost reductions did not keep pace, turning a prior-period gross profit into a gross loss of US$0.53 million with a -22.7% margin.
Total operating expenses more than tripled, driven by higher marketing, increased management bonuses and significantly higher professional fees related to being a U.S.-listed company, leading to an operating loss of US$2.55 million and a net loss of US$2.62 million versus net income of US$0.28 million a year earlier. Operating cash flow swung to a US$2.11 million outflow, though cash was boosted to US$4.12 million by US$2.96 million of share issuance proceeds and director advances. The balance sheet shows net current liabilities of US$0.52 million and bank borrowings of US$3.07 million, and management discloses that substantial doubt exists about the group’s ability to continue as a going concern.
Subsequent to period end, the company closed its Kwun Tong and Mong Kok restaurants due to sustained losses, leaving one restaurant in Tsuen Wan but stating no expected material adverse effect on overall financial condition or liquidity. It also put in place a US$20 million Standby Equity Purchase Agreement and agreed to acquire Wing Shing International Consultancy Limited for 1,312,487 Class A shares valued at US$2.60 million, payable in stock.
Happy City Holdings Limited (HCHL) agreed to acquire 100% of Wing Shing International Consultancy Limited, a Hong Kong catering management services provider, via a share purchase agreement signed on August 14, 2026. As consideration, HCHL will issue 1,312,487 Class A Ordinary Shares at US$1.98 per share, for total share-based consideration of US$2,598,726.
After completion, these new shares will represent approximately 6.9% of HCHL’s enlarged issued Class A Ordinary Shares. The consideration shares will be issued in a private, unregistered offering relying on Section 4(a)(2) of the Securities Act and Regulation D. Wing Shing operates subcontracted canteens and restaurants and provides full-service food and beverage operations for private events, corporate offices, and institutional venues. HCHL states that it believes this acquisition will expand its business model into B2B, corporate, and institutional food service markets and diversify revenue streams.
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.