[6-K] Happy City Holdings Limited Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Happy City Holdings Limited (HCHL) Form 6-K – Key Points

• Dominari Securities, representative of the IPO underwriters, partially exercised its over-allotment option on 7 July 2025, purchasing 112,000 Class A Ordinary Shares at the public offering price of US$5.00 per share.
• The closing of this transaction occurred on 11 July 2025.
• Including the over-allotment shares, total gross IPO proceeds now amount to US$6.06 million, before underwriting discounts and related expenses.
• A press release detailing the transaction is filed as Exhibit 99.1.

This filing is informational and does not constitute an offer or solicitation to sell securities.

Positive

• Partial exercise of the over-allotment option reflects investor demand and increases gross IPO proceeds to US$6.06 million.

Negative

• None.

Insights

Equity Capital Markets Analyst

TL;DR: Over-allotment exercise shows moderate demand; financial impact small but directionally positive for liquidity.

The partial exercise of the green-shoe option indicates that the IPO was sufficiently subscribed to warrant an additional 112,000 shares being issued at the offer price. While the US$6.06 million total proceeds are modest, the ability to sell extra shares suggests market receptivity and may improve post-listing float and trading liquidity. Because the filing does not disclose post-expense net proceeds or planned use of funds, the immediate valuation effect is limited. Overall, the event is incrementally positive but not materially transformative for investors.

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of July 2025

 

Commission File Number: 001-42712

 

HAPPY CITY HOLDINGS LIMITED

(Translation of registrant’s name into English)

 

30 Cecil Street
#19-08 Prudential Tower
Singapore

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☒          Form 40-F ☐

 

 

 

 

 

 

On July 7, 2025 Dominari Securities LLC (“Dominari Securities”), as the representative of the underwriters of the initial public offering of Happy City Holdings Limited (the “Company”), exercised its over-allotment option partially to purchase an additional 112,000 Class A Ordinary Shares of the Company at the public offering price of US$5.00 per share (the “Option”). The closing for the sale of the over-allotment shares took place on July 11, 2025. As a result, the gross proceeds of the Company’s initial public offering, including the proceeds from the sale of the over-allotment shares, totaled US$6.06 million, before deducting underwriting discounts and other related expenses. 

 

A copy of the press release announcing the underwriters’ exercise of the Option is attached as Exhibit 99.1 and incorporated herein by reference. This report does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction. 

 

EXHIBITS INDEX

 

Exhibit No.	 	Description
99.1	 	Press Release dated July 11, 2025, announcing the exercise of the over-allotment option.

 

1

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: July 11, 2025	Happy City Holdings Limited
 	 
 	By:	/s/ Suk Yee, Kwan
 	Name: 	Suk Yee, Kwan
 	Title:	Chief Executive Officer and Director

 

 

2

 

FAQ

How many additional shares did HCHL sell through the over-allotment option?

The underwriters purchased 112,000 Class A Ordinary Shares.

What price was paid for the over-allotment shares of HCHL?

The shares were sold at the IPO price of US$5.00 per share.

When did the over-allotment transaction for HCHL close?

The closing occurred on July 11, 2025.

What are the total gross proceeds from HCHL's IPO after the option exercise?

Gross proceeds now total US$6.06 million before deducting fees and expenses.

Does this Form 6-K constitute an offer to sell HCHL securities?

No. The filing explicitly states it is not an offer or solicitation.