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
30 Cecil Street
#19-08 Prudential Tower
Singapore
(Address of principal executive offices)
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
On January 23, 2026, Happy City Holdings Limited
(the “Company”) received a notice from the staff of the Nasdaq Listing Qualifications department (the “Staff”)
of The Nasdaq Stock Market LLC (“Nasdaq”) stating that it is not in compliance with the minimum of $2,500,000 in stockholders’
equity for continued listing of the Company’s class A ordinary shares of no par value each (the “Class A Ordinary Shares”)
on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(b)(1) (the “Minimum Stockholders’ Equity Rule”)
(the “Notification Letter”).
The Minimum Stockholders’ Equity Rule requires
companies listed on The Nasdaq Capital Market to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing.
However, based on the Company’s Form 20-F filed on January 14, 2026, in which the Company filed its audited consolidated financial
statements for the fiscal year ended August 31, 2025, the Company reported stockholders’ equity of $2,206,497 as of August 31, 2025,
and the Company does not meet the alternatives of market value of listed securities or net income from continuing operations as of January
23, 2026, and is thus non-compliant with the Minimum Stockholders’ Equity Rule.
The Company’s Class A Ordinary Shares continue
to trade on The Nasdaq Capital Market under the symbol “HCHL,” and the Company’s business operations are not affected
by receipt of the Notification Letter. The Notification Letter has no immediate effect on the Company’s listing status. In accordance
with the Nasdaq Listing Rules, the Company has 45 calendar days, or until March 9, 2026, to submit a plan to regain and sustain compliance.
If the plan is accepted, Nasdaq may grant an extension of up to 180 calendar days from receipt of the Notification Letter to evidence
compliance.
The Company is evaluating a range of measures
to regain and sustain compliance, consistent with the Nasdaq Listing Rules and in the ordinary course of its corporate and capital planning
activities, and intends to take all measures available to the Company to maintain its continued listing on The Nasdaq Capital Market.
The Company intends to submit the compliance plan by the March 9, 2026, due date. There can be no assurance that the Company’s plan
will be accepted, or that the Company will be able to regain and sustain compliance with the Minimum Stockholders’ Equity Rule and
all other continued listing requirements.
On January 27, 2026, the Company issued a press
release entitled “Happy City Holdings Limited Receives Nasdaq Notification Regarding Minimum Stockholders’ Equity Deficiency.”
A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 6-K and is incorporated herein by reference.
EXHIBIT
INDEX
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated January 27, 2026. |
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.
| |
Happy City Holdings Limited |
| |
|
|
| Date: January 27, 2026 |
By: |
/s/ Suk Yee, Kwan |
| |
Name: |
Suk Yee, Kwan |
| |
Title: |
Chief Executive Officer |
Exhibit
99.1
Happy City
Holdings Limited Receives Nasdaq Notification Regarding Minimum Stockholders’ Equity Deficiency
Hong Kong,
Jan. 27, 2026 (GLOBE NEWSWIRE) -- Happy City Holdings Limited (Nasdaq: HCHL) (the “Company” or “Happy City”)
today announced that the Company received a notice from the staff of the Nasdaq Listing Qualifications department (the “Staff”)
of The Nasdaq Stock Market LLC (“Nasdaq”), dated January 23, 2026 (the “Notification Letter”), notifying the
Company that the Company is not in compliance with the minimum of $2,500,000 in stockholders’ equity for continued listing of the
Company’s class A ordinary shares of no par value (the “Class A Ordinary Shares”) on The Nasdaq Capital Market, as
set forth in Nasdaq Listing Rule 5550(b)(1) (the “Minimum Stockholders’ Equity Rule”).
The Minimum Stockholders’ Equity Rule
requires companies listed on The Nasdaq Capital Market to maintain a minimum of $2,500,000 in stockholders’ equity for continued
listing. However, based on the Company’s Form 20-F filed on January 14, 2026, where the Company filed its audited consolidated financial
statements for the year ended August 31, 2025, the Company reported stockholders’ equity of $2,206,497 as of August 31, 2025, and
the Company does not meet the alternatives of market value of listed securities or net income from continuing operations as of January
23, 2026, and is thus non-compliant with the Minimum Stockholders’ Equity Rule.
The Company’s Class A Ordinary Shares
continue to trade on The Nasdaq Capital Market under the symbol “HCHL,” and the Company’s business operations are not
affected by receipt of the Notification Letter. The Notification Letter has no immediate effect on the Company’s listing status.
In accordance with the Nasdaq Listing Rules, the Company has 45 calendar days, or until March 9, 2026, to submit a plan to regain compliance.
If the plan is accepted, Nasdaq may grant an extension of up to 180 calendar days from receipt of the Notification Letter to evidence
compliance.
The Company is evaluating a range of measures
to regain and sustain compliance, consistent with the Nasdaq Listing Rules and in the ordinary course of its corporate and capital planning
activities, and intends to maintain its continued listing on The Nasdaq Capital Market. The Company intends to submit the compliance plan
by or before March 9, 2026, the due date. There can be no assurance that the Company’s plan will be accepted, or that the Company
will be able to regain and sustain compliance with the Minimum Stockholders’ Equity Rule and all other applicable continued listing
requirements.
About Happy City Holdings Limited
Headquartered in Hong Kong, we are a restaurant
operator that operates three all-you-can-eat hotpot restaurants in Hong Kong serving mixed style, Shabu Shabu-style and Thai-style specialty
hotpot. Through our restaurants that are located in various prime locations in Hong Kong, our unique brand image, and our strong commitment
to food quality, we offer an immersive dining experience to our customers.
Forward-Looking Statements
This press release contains forward-looking
statements involving risks and uncertainties, including statements relating to the Company’s future business plans, growth expectations,
expansion strategy, and the anticipated impact of the divestment. Actual results may differ materially due to market conditions, operational
execution, regulatory developments, and other factors. The Company undertakes no obligation to revise forward-looking statements except
as required by law.
Contacts
Happy City Holdings Limited
Investor Relations
Email: info@happycitys.com
