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 January 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 ☐
When used in this Form 6-K, unless otherwise indicated,
the terms “the Company,” “Happy City,” “we,” “us” and “our” refer to Happy
City Holdings Limited and its subsidiaries.
Appointment of Directors; Compensatory Arrangements with Directors
On January 15, 2026, the board of directors of
the Company (the “Board”) increased the size of the Board by one director, pursuant to amended and restated memorandum and
articles of association of the Company, and approved the appointment of Ms. Suet Man, Mak (“Ms. Mak”), age 39, as an independent
director of the Company, effective January 15, 2026.
Ms. Mak accepted the position. Pursuant to the
independent director agreement between Ms. Mak and the Company, Ms. Mak hold such office until the director’s earlier death, disqualification,
resignation or termination from office in accordance with the director agreement, the amended and restated memorandum and articles of
association of the Company, or any applicable laws, rules, or regulations. In connection with his appointment, Ms. Mak will be entitled
to receive the Company’s standard compensation provided to independent directors, pursuant to the independent director agreement
between Ms. Mak and the Company.
Ms. Mak will also serve as a member of the audit
committee, compensation committee and nominating committee of the Company.
The Board assessed the independence of Ms. Mak
under the independence standards under the rules of the Nasdaq Stock Market LLC (the “Nasdaq”) and has determined that Ms.
Mak is independent.
The biography for Ms. Mak is set forth below:
Ms. Mak, aged 39, is an independent director of
the Company. Ms. Mak is an accomplished finance professional with extensive experience in corporate finance, capital markets transactions,
regulatory compliance, and public company advisory matters. Ms. Mak has been serving as the Associate Director at Grande Capital Limited,
the Operating Subsidiary of Grande Group Limited (Nasdaq: GRAN) since October 2020, where she is a Responsible Officer and Type 6 signing
principal with a Takeovers Code license, focusing on corporate finance advisory and capital markets transactions. From July 2019 to October
2020, she served as Vice President at Yue Xiu Capital Limited. From September 2016 to June 2019, Ms. Mak served at Guotai Junan Capital
Limited, where she held the positions of Vice President from April 2019 to June 2019 and Assistant Vice President from September 2016
to March 2019. From July 2014 to August 2016, she served as an Associate at Hong Kong Exchanges and Clearing Limited. Prior to that, from
October 2009 to July 2014, Ms. Mak served as an Audit Senior at Deloitte Touche Tohmatsu. Ms. Mak currently
serves as an Independent Non-Executive Director for Yufenchang Holdings Limited (HKEX: 8631) and Boill Healthcare Holdings Limited (HKEX:
1246). She had also held similar board positions at several other Hong Kong-listed companies in the past. She is a Fellow of the Association
of Chartered Certified Accountants (FCPA), a member of the Hong Kong Institute of Certified Public Accountants, and a Certified Fraud
Examiner (CFE). Ms. Mak holds a Bachelor of Business Administration in Marketing and Management from the Hong Kong University of Science
and Technology.
Ms. Mak does not have a family relationship with
any director or executive officer of the Company. She 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 description of the independent director
agreement is a general description only, does not purport to be complete, and is qualified in its entirety by reference to the terms of
the Director Offer Letter attached hereto as Exhibits 10.1, which is incorporated herein by this reference.
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: January 20, 2026 |
Happy City Holdings Limited |
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By: |
/s/ Suk Yee, Kwan |
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Name: |
Suk Yee, Kwan |
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Title: |
Chief Executive Officer and Director |
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 10.1 |
|
Director Offer Letter with Ms. Suet Man, Mak |
3
Exhibit 10.1
HAPPY CITY HOLDINGS LIMITED
Vistra Corporate Services Centre
Wickhams
Cay II, Road Town
Tortola, VG1110, British Virgin Islands
January 15, 2026
Re: Independent Director Offer Letter – Ms. MAK Suet Man
Dear Ms. MAK Suet Man:
Happy City Holdings Limited,
a BVI company (the “Company” or “we”), is pleased to offer you a position as an Independent Director of the Company.
We believe your background and experience will be a significant asset to the Company and we look forward to your participation as an Independent
Director in the Company. Should you choose to accept this position as an Independent Director, this letter agreement (the “Agreement”)
shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree
to provide to the Company. Your appointment shall also be subject to the approval of Company’s Board of Directors and/or Nominating
and Compensation Committees.
1. Term.
This Agreement is effective from January 15, 2026 (the “Effective Date”). Your term as an Independent Director shall continue
subject to the provisions in Section 9 below or until your successor is duly elected and qualified. The position shall be up for re-appointment
every year by the board of the Directors of the Company (the “Board”) and upon re-appointment, the terms and provisions of
this Agreement shall remain in full force and effect.
2. Services.
You shall render customary services as an Independent Director and member of the Audit Committee, Nominating Committee and Compensation
Committee (hereinafter, your “Duties”). During the term of this Agreement, you may attend and participate at each meeting
regarding the business and operation issues of the Company as regularly or specially called, via teleconference, video conference or in
person. You shall consult with the members of the Board and committee (if any) regularly and as necessary via telephone, electronic mail
or other forms of correspondence.
3. Services
for Others. You shall be free to represent or perform services for other persons during the term of this Agreement.
4. Compensation.
As compensation for your services to the Company, you will receive upon execution of this Agreement a compensation of $18,000 for each
calendar year of service under this Agreement on a pro-rated basis, payable on a monthly basis.
You shall be reimbursed
for reasonable expenses incurred by you in connection with the performance of your Duties (including travel expenses for in-person meetings).
5. D&O
Insurance Policy. During the term under this Agreement, the Company shall include you as an insured under its officers and directors
insurance policy, if available.
6. No
Assignment. Because of the personal nature of the services to be rendered by you, this Agreement may not be assigned by you without
the prior written consent of the Company.
7. Confidential
Information; Non-Disclosure. In consideration of your access to certain Confidential Information (as defined below) of the Company,
in connection with your business relationship with the Company, you hereby represent and agree as follows:
a. Definition. For purposes of this Agreement the term “Confidential Information” means:
(i) any information which the Company possesses
that has been created, discovered or developed by or for the Company, and which has or could have commercial value or utility in the business
in which the Company is engaged; (ii) any information which is related to the business of the Company and is generally not known by non-Company
personnel; and (iii) Confidential Information includes, without limitation, trade secrets and any information concerning products, processes,
formulas, designs, inventions (whether or not patentable or registrable under copyright or similar laws, and whether or not reduced to
practice), discoveries, concepts, ideas, improvements, techniques, methods, research, development and test results, specifications, data,
know-how, software, formats, marketing plans, and analyses, business plans and analyses, strategies, forecasts, customer and supplier
identities, characteristics and agreements.
b. Exclusions.
Notwithstanding the foregoing, the term Confidential Information shall not include: (i) any information which becomes generally available
or is readily available to the public other than as a result of a breach of the confidentiality portions of this Agreement, or any other
agreement requiring confidentiality between the Company and you; (ii) information received from a third party in rightful possession of
such information who is not restricted from disclosing such information; (iii) information known by you prior to receipt of such information
from the Company, which prior knowledge can be documented and (iv) information you are required to disclose pursuant to any applicable
law, regulation, judicial or administrative order or decree, or request by other regulatory organization having authority pursuant to
the law; provided, however, that you shall first have given prior written notice to the Company and made a reasonable effort to obtain
a protective order requiring that the Confidential Information not be disclosed.
c. Documents.
You agree that, without the express written consent of the Company, you will not remove from the Company’s premises, any notes, formulas,
programs, data, records, machines or any other documents or items which in any manner contain or constitute Confidential Information,
nor will you make reproductions or copies of same. You shall promptly return any such documents or items, along with any reproductions
or copies to the Company upon the Company’s demand, upon termination of this Agreement, or upon your termination or Resignation (as defined
in Section 9 herein).
d. Confidentiality.
You agree that you will hold in trust and confidence all Confidential Information and will not disclose to others, directly or indirectly,
any Confidential Information or anything relating to such information without the prior written consent of the Company, except as may
be necessary in the course of your business relationship with the Company. You further agree that you will not use any Confidential Information
without the prior written consent of the Company, except as may be necessary in the course of your business relationship with the Company,
and that the provisions of this paragraph (d) shall survive termination of this Agreement. Notwithstanding the foregoing, you may disclose
Confidential Information to your legal counsel and accounting advisors who have a need to know such information for accounting or tax
purposes and who agree to be bound by the provisions of this paragraph (d).
e. Ownership.
You agree that the Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work
rights, trademark rights, and all other intellectual and industrial property rights of any sort throughout the world) relating to any
and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas and information
made or conceived or reduced to practice, in whole or in part, by you during the term of this Agreement and that arise out of your Duties
(collectively, “Inventions”) and you will promptly disclose and provide all Inventions to the Company. You agree to
assist the Company, at its expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce,
and defend any rights assigned.
8. Non-Solicitation.
During the term of your appointment, you shall not solicit for employment any employee of the Company with whom you have had contact due
to your appointment.
9. Termination
and Resignation. Your services as an Independent Director may be terminated for any or no reason by the determination of the Board.
You may also terminate your services as an Independent Director for any or no reason by delivering your written notice of resignation
to the Company (“Resignation”), and such Resignation shall be effective upon the time specified therein or, if no time is
specified, upon receipt of the notice of resignation by the Company. Upon the effective date of the termination or Resignation, your right
to compensation hereunder will terminate subject to the Company’s obligations to pay you any compensation that you have already earned
and to reimburse you for approved expenses already incurred in connection with your performance of your Duties as of the effective date
of such termination or Resignation.
10. Governing
Law; Arbitration. All questions with respect to the construction and/or enforcement of this Agreement, and the rights and obligations
of the parties hereunder, shall be determined in accordance with the law of the Hong Kong Special Administrative Region (“Hong Kong”)
of the People’s Republic of China. Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including
the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non- contractual obligations
arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International
Arbitration Centre (the “HKIAC”) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is
submitted. The law of this arbitration clause shall be Hong Kong law. The seat of arbitration shall be in Hong Kong. The number of arbitrators
shall be one. The arbitration proceedings shall be conducted in Chinese.
11. Entire
Agreement; Amendment; Waiver; Counterparts. This Agreement expresses the entire understanding with respect to the subject matter
hereof and supersedes and terminates any prior oral or written agreements with respect to the subject matter hereof. Any term of this
Agreement may be amended and observance of any term of this Agreement may be waived only with the written consent of the parties hereto.
Waiver of any term or condition of this Agreement by any party shall not be construed as a waiver of any subsequent breach or failure
of the same term or condition or waiver of any other term or condition of this Agreement. The failure of any party at any time to require
performance by any other party of any provision of this Agreement shall not affect the right of any such party to require future performance
of such provision or any other provision of this Agreement. This Agreement may be executed in separate counterparts each of which will
be an original and all of which taken together will constitute one and the same agreement, and may be executed using facsimiles of signatures,
and a facsimile of a signature shall be deemed to be the same, and equally enforceable, as an original of such signature.
12. Not
an Employment Agreement. This Agreement is not an employment agreement, and shall not be construed or interpreted to create any
right for you to continue employment with the Company.
13. Indemnification.
The Company shall, to the maximum extent provided under applicable law, indemnify and hold you harmless from and against any expenses,
including reasonable attorney’s fees, judgments, fines, settlements and other legally permissible amounts (“Losses”),
incurred in connection with any proceeding arising out of, or related to, your performance of your Duties, other than any such Losses
incurred as a result of your gross negligence or willful misconduct. The Company shall advance to you any expenses, including reasonable
attorneys’ fees and costs of settlement, incurred in defending any such proceeding to the maximum extent permitted by applicable
law. Such costs and expenses incurred by you in defense of any such proceeding shall be paid by the Company in advance of the final disposition
of such proceeding promptly upon receipt by the Company of (a) written request for payment; (b) appropriate documentation evidencing the
incurrence, amount and nature of the costs and expenses for which payment is being sought; and (c) an undertaking adequate under applicable
law made by or on your behalf to repay the amounts so advanced if it shall ultimately be determined pursuant to any non-appealable judgment
or settlement that you are not entitled to be indemnified by the Company.
14. Acknowledgement.
You accept this Agreement subject to all the terms and provisions of this Agreement. You agree to accept as binding, conclusive, and final
all decisions or interpretations of the Board of Directors of the Company of any questions arising under this Agreement.
The Agreement has been executed and delivered
by the undersigned and is made effective as of the date set first set forth above.
IN WITNESS WHEREOF, the parties hereto
have executed this Agreement on the date first written above:
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Happy
City Holdings Limited |
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/s/ Kwan Suk Yee |
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Name: |
Kwan Suk Yee |
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Title: |
Executive Director |
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/s/ MAK Suet Man |
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MAK
Suet Man |
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Title: |
Director |
