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 October 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 ☐
This Report on Form 6-K (this “Report”) is being filed
by Happy City Holdings Limited (the “Company”) to report the resignation of its Chief Executive Officer and Director and the
appointment of a new Chief Executive Officer of the Company.
Resignation of Ms. Suk Yee, Kwan as Chief Executive
Officer and Executive Director
On October 21, 2026, Ms. Suk Yee, Kwan (“Ms. Kwan”) tendered
her resignation as the Chief Executive Officer and Executive Director of the Company, effective October 31, 2026, due to personal reasons.
In connection with her resignation, Ms. Kwan has confirmed that there are no disagreements or disputes with the Company, the Board, or
management on any matter relating to the Company’s operations, policies, or practices.
Appointment of Mr. Feng, Wang as Chief Executive
Officer
On October 21, 2026, upon the recommendation of the Nominating Committee,
the Board of Directors of the Company (the “Board”) approved, by written resolution, the appointment of Mr. Feng, Wang (“Mr.
Wang”) as the Chief Executive Officer of the Company, effective October 31, 2026, replacing Ms. Kwan. Mr. Wang will continue to
serve as the Chair of the Board and an Executive Director of the Company, positions he has held since September 18, 2026. Mr. Wang has
also served as a director of Happy City Developments Limited, a wholly owned subsidiary of the Company, since February 9, 2026.
In connection with the appointment, the Company entered into an employment
agreement with Mr. Wang dated October 21, 2026 (the “CEO Employment Agreement”), which governs Mr. Wang’s service as
the Company’s Chief Executive Officer. Under the CEO Employment Agreement, Mr. Wang will not receive any compensation for his services
as Chief Executive Officer. A copy of the CEO Employment Agreement is filed as Exhibit 10.1 to this Report. Mr. Wang will continue to
be compensated solely in his capacity as the Chair of the Board and an Executive Director of the Company pursuant to the employment agreement
between the Company and Mr. Wang dated September 14, 2026 (the “Director Employment Agreement”), under which Mr. Wang receives
an annual salary of HK$180,000 (approximately US$22,951), payable on a monthly basis. The Director Employment Agreement was filed as Exhibit
10.1 to the Company’s Report on Form 6-K furnished to the Securities and Exchange Commission on September 30, 2026.
Mr. Wang does not have a family relationship with any director or executive
officer of the Company. Other than as described herein, Mr. Wang has not been involved in any transaction with the Company during the
past two years that would require disclosure under Item 404(a) of Regulation S-K. The foregoing descriptions of the CEO Employment Agreement
and the Director Employment Agreement are general descriptions only, do not purport to be complete, and are qualified in their entirety
by reference to the full text of the CEO Employment Agreement, filed as Exhibit 10.1 to this Report, and the Director Employment Agreement,
filed as Exhibit 10.1 to the Company’s Report on Form 6-K furnished on September 30, 2026, each of which is incorporated herein
by reference.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 10.1 |
|
Employment Agreement by and between the Company and Mr. Feng, Wang, dated October 21, 2026, relating to his service as Chief Executive Officer. |
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: October 27, 2026 |
Happy City Holdings Limited |
| |
|
|
| |
By: |
/s/ Suk Yee, Kwan |
| |
Name: |
Suk Yee, Kwan |
| |
Title: |
Chief Executive Officer and Director |
