Happy City (HCHL) completes $2.96M PIPE, issuing 10.56M shares

Rhea-AI Filing Summary

Happy City Holdings Limited completed a private investment in public equity, selling 10,560,000 Class A ordinary shares at US$0.28 per share for total proceeds of $2,956,800. This PIPE financing closed on March 2, 2026 under a Private Placement Subscription Agreement with multiple investors.

After issuing the PIPE shares, the company has 17,772,000 Class A and 12,000,000 Class B ordinary shares outstanding. The agreement includes customary representations, warranties, and closing conditions, with the form of the Subscription Agreement filed as an exhibit.

Positive

• Equity capital raised: The company secured $2,956,800 in cash through a completed PIPE offering, strengthening its capital base without increasing financial debt.

Negative

• Share dilution: Issuing 10,560,000 new Class A ordinary shares increases the total share count, which can dilute existing shareholders’ ownership and future earnings per share.

Insights

Capital markets analyst

Happy City raises equity via PIPE, adding cash but increasing share count.

Happy City Holdings Limited completed a PIPE financing, issuing 10,560,000 Class A ordinary shares at US$0.28 each for aggregate proceeds of $2,956,800. This transaction provides additional equity capital without adding debt, which can help fund operations or growth initiatives.

The issuance increases the number of Class A shares outstanding to 17,772,000, alongside 12,000,000 Class B shares as of closing. A larger share base generally spreads future earnings across more shares, so the balance between new capital and dilution will matter for per-share metrics.

The Subscription Agreement contains customary terms and was executed on February 27, 2026, with closing on March 2, 2026. Subsequent company communications or future filings may clarify how this new capital is allocated between working capital, investments, or other corporate purposes.

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 March 2026

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 ☐

INFORMATION CONTAINED IN THIS REPORT

Enter into a Material Agreement in Connection with a PIPE Transaction

On February 27, 2026, Happy City Holdings Limited (the “Company”), entered into Private Placement Subscription Agreement (the “Subscription Agreement”) with certain individuals and entities named therein (each an “Investor,” and collectively, the “Investors”), pursuant to which the Investors agreed to subscribe, and the Company agreed to issue and sell an aggregate of 10,560,000 Class A ordinary shares (the “ PIPE Shares”) of no par value (the “Class A Ordinary Shares”) through a private investment in public equity (“PIPE”), at a price of US$0.28 per Class A Ordinary Shares, for an aggregate purchase price of $2,956,800 (the “PIPE Transaction”).

Pursuant to the Subscription Agreement, the closing of the PIPE Transaction shall take place within seven (7) business days of the date of the Subscription Agreement or such other business day mutually agreed by the parties when all necessary documents have been executed and delivered and all closing conditions have been satisfied or waived (the “Closing Date”). The PIPE Transaction has been closed on March 2, 2026.

Upon closing of the PIPE Transaction and the Company’s issuance of the PIPE Shares to the Investors, the Company has a total of 17,772,000 Class A and 12,000,000 Class B Ordinary Shares issued and outstanding.

The Subscription Agreement contains customary representations and warranties, agreements and obligations, and conditions to closing provisions. The foregoing summaries of the Subscription Agreement do not purport to be complete and are subject to, and qualified in their entirety by, such document filed as Exhibits 10.1 hereto and incorporated by reference herein.

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: March 4, 2026	Happy City Holdings Limited
	By:	/s/ Suk Yee, Kwan
	Name:	Suk Yee, Kwan
	Title:	Chief Executive Officer and Director

2

EXHIBIT INDEX

Exhibit No.		Description
10.1		Form of Private Placement Subscription Agreement

3

FAQ

What financing did Happy City Holdings Limited (HCHL) announce in this 6-K?

Happy City Holdings Limited completed a private investment in public equity (PIPE), issuing 10,560,000 Class A ordinary shares. The shares were sold under a Private Placement Subscription Agreement to multiple investors as a capital-raising transaction.

How much capital did Happy City Holdings Limited (HCHL) raise in the PIPE?

The company raised total gross proceeds of $2,956,800 in the PIPE. Investors bought 10,560,000 Class A ordinary shares at a price of US$0.28 per share under the Subscription Agreement.

What is the new share count for Happy City Holdings Limited (HCHL) after the PIPE?

After closing the PIPE, Happy City Holdings Limited has 17,772,000 Class A ordinary shares and 12,000,000 Class B ordinary shares issued and outstanding, as disclosed in the report following the issuance of the PIPE Shares.

When did Happy City Holdings Limited (HCHL) close the PIPE transaction?

The PIPE transaction closed on March 2, 2026. The Subscription Agreement was signed on February 27, 2026, with closing occurring after conditions were satisfied within the agreed business-day window.

What price did investors pay per share in the Happy City Holdings Limited (HCHL) PIPE?

Investors paid US$0.28 per Class A ordinary share in the PIPE financing. This price, applied to 10,560,000 shares, resulted in aggregate gross proceeds of $2,956,800 for the company.

What agreement governs the Happy City Holdings Limited (HCHL) PIPE transaction?

The PIPE is governed by a Private Placement Subscription Agreement between the company and the investors. The agreement includes customary representations, warranties, and closing conditions and is filed as Exhibit 10.1 to the report.

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 FORM OF PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT 69.1 KB