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Happy City (NASDAQ: HCHL) restores compliance with Nasdaq MVLS rule

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Happy City Holdings Limited has regained compliance with Nasdaq’s market value of listed securities rule, allowing its Class A ordinary shares to remain on The Nasdaq Capital Market. The company previously received a notice on January 23, 2026 for not meeting the $2,500,000 stockholders’ equity or $35 million market value requirements. On June 2, 2026, Nasdaq confirmed that Happy City now satisfies the MVLS rule and all other applicable continued listing criteria, and the compliance matter has been formally closed.

Positive

  • Nasdaq listing compliance restored as of June 2, 2026, after a prior deficiency under Listing Rule 5550(b), removing the immediate delisting risk for the company’s Class A ordinary shares.

Negative

  • None.

Insights

Happy City has cleared its Nasdaq compliance issue, removing an immediate listing risk.

Happy City Holdings Limited had been out of compliance with Nasdaq Listing Rule 5550(b), which requires either at least $2,500,000 of stockholders’ equity or alternative standards including a $35 million market value of listed securities. Such deficiencies can ultimately lead to delisting if not cured.

Nasdaq’s notice on June 2, 2026 confirms the company now meets the market value of listed securities rule and all other criteria for continued listing. With the matter closed, its Class A ordinary shares retain access to The Nasdaq Capital Market, and any prior overhang from an active compliance process is removed based on this disclosure.

Minimum stockholders’ equity requirement $2,500,000 Nasdaq Listing Rule 5550(b) threshold for continued listing
Market value of listed securities requirement $35 million MVLS rule threshold under Nasdaq Listing Rule 5550(b)
Deficiency notice date January 23, 2026 Date Nasdaq staff notified Happy City of non-compliance
Compliance confirmation date June 2, 2026 Date Nasdaq confirmed restored compliance and closed matter
Nasdaq Listing Rule 5550(b) regulatory
"the alternative requirements set forth in Nasdaq Listing Rule 5550(b), including the minimum $35 million..."
A Nasdaq listing rule that requires companies on the Nasdaq Capital Market to keep their share price at or above a minimum level (commonly $1.00 per share) to avoid delisting. It matters to investors because dropping below that threshold can start a formal review that may remove a stock from the exchange, which can reduce trading liquidity, make shares harder to sell, and hurt a company’s ability to raise capital — similar to a store losing its grade and being forced to close or move to a less prominent location.
market value of listed securities financial
"including the minimum $35 million market value of listed securities (“MVLS”) requirement (the “MVLS Rule”)"
The market value of listed securities is the total worth of stocks, bonds and other tradable instruments quoted on an exchange, measured using the prices investors are willing to pay right now. It’s calculated by multiplying each security’s current market price by the number of units outstanding and adding those amounts together, like totaling the value of every item in a store at today’s prices. Investors watch this because it shows the size, liquidity and overall health of the market or a company’s publicly traded portion, and it influences index weights, fund allocations and perceived risk.
foreign private issuer regulatory
"Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT RULE 13a-16 or 15d-16"
A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.
continued listing regulatory
"for the continued listing of the Company’s Class A ordinary shares on The Nasdaq Capital Market"
When a stock receives a "continued listing," it means the exchange has decided the company’s shares will remain tradable on that market after a review or challenge, often because the company met certain requirements or corrective steps. For investors this matters because continued listing preserves liquidity and access to buy or sell the stock—think of it as a store passing an inspection so customers can keep shopping rather than being forced to close.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did Happy City Holdings Limited (HCHL) announce in this Form 6-K?
Happy City Holdings Limited reported that Nasdaq has confirmed the company is again in full compliance with all continued listing requirements. This restores normal status for its Class A ordinary shares on The Nasdaq Capital Market after a prior deficiency notice earlier in 2026.

Why was Happy City Holdings Limited previously out of compliance with Nasdaq rules?
Nasdaq staff had notified Happy City that it no longer met the minimum $2,500,000 stockholders’ equity requirement or alternative standards. These alternatives included the $35 million market value of listed securities threshold under Nasdaq Listing Rule 5550(b) for continued listing.

When did Nasdaq confirm Happy City Holdings Limited regained compliance?
On June 2, 2026, Nasdaq issued a formal notice confirming Happy City had evidenced compliance with the market value of listed securities rule. The notice also stated the company met all other applicable listing criteria and that the compliance matter was closed.

What specific Nasdaq rule did Happy City Holdings Limited satisfy?
Happy City satisfied Nasdaq Listing Rule 5550(b), which includes the minimum $35 million market value of listed securities requirement. Regaining compliance with this MVLS rule means its Class A ordinary shares can continue trading on The Nasdaq Capital Market under normal conditions.

What does this Nasdaq compliance mean for HCHL shareholders?
The confirmation removes the immediate risk that Happy City’s Class A ordinary shares could face delisting for failing Nasdaq standards. Continued listing on The Nasdaq Capital Market supports trading liquidity and access, as the company now meets the market value and other applicable criteria again.

 

 

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 June 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 FORM 6-K REPORT

 

 

As previously disclosed, on January 23, 2026, Happy City Holdings Limited (the “Company”) received notice from the staff of the Listing Qualifications department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company no longer satisfied the minimum $2,500,000 stockholders’ equity requirement or the alternative requirements set forth in Nasdaq Listing Rule 5550(b), including the minimum $35 million market value of listed securities (“MVLS”) requirement (the “MVLS Rule”), for the continued listing of the Company’s Class A ordinary shares on The Nasdaq Capital Market.

 

On June 2, 2026, Nasdaq issued to the Company formal notice that the Company has evidenced compliance with the MVLS Rule and all other applicable criteria for continued listing on The Nasdaq Capital Market. Accordingly, the matter has been closed.

 

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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: June 9, 2026 Happy City Holdings Limited
     
  By: /s/ Suk Yee, Kwan
  Name:  Suk Yee, Kwan
  Title: Chief Executive Officer and Director

 

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Source: View Original Filing on SEC EDGAR