Happy City trading halted after SEC suspension

Happy City Holdings Limited reports that the U.S. SEC ordered a temporary suspension of trading in its securities from 4:00 ET on June 12, 2026 through 11:59 PM ET on June 26, 2026.

Rhea-AI Filing Summary

Happy City Holdings Limited reports that the U.S. SEC ordered a temporary suspension of trading in its securities from 4:00 ET on June 12, 2026 through 11:59 PM ET on June 26, 2026. The SEC order cites concerns about potential manipulation linked to social media recommendations by unknown persons.

The company states it has not authorized or participated in any such promotions, has received an information request from Nasdaq, and intends to respond within the requested timeframe. It also reports that business operations remain normal with no material change to its operations or financial position as of this report.

Positive

• None.

Negative

• SEC trading suspension: The SEC ordered a temporary suspension of trading in the company’s securities from June 12 to June 26, 2026, citing concerns about potential manipulation related to social media activity by unknown persons.

Insights

Regulatory risk analyst

Trading suspension introduces near-term liquidity and regulatory risk.

The SEC has temporarily suspended trading in Happy City Holdings Limited securities from June 12, 2026 to June 26, 2026, citing concerns about potential manipulation tied to social media recommendations by unknown persons. This directly affects investors’ ability to trade during that period.

The company states it did not authorize any such promotions and plans to cooperate fully with the SEC, Nasdaq, and other regulators, including responding to Nasdaq’s information request. The filing notes that ongoing business operations and financial position remain unchanged as of this report, so the impact is currently centered on market access and regulatory scrutiny rather than disclosed operating performance.

Key Figures

Trading suspension start: 4:00 ET on June 12, 2026 Trading suspension end: 11:59 PM ET on June 26, 2026 SEC order reference: Release No. 34-105675 (PDF link) +1 more

4 metrics

Trading suspension start 4:00 ET on June 12, 2026 SEC temporary suspension effective time

Trading suspension end 11:59 PM ET on June 26, 2026 SEC temporary suspension expiration

SEC order reference Release No. 34-105675 (PDF link) Order suspending trading in securities

Date of Nasdaq request June 12, 2026 Nasdaq information request to company

Key Terms

temporary suspension of trading, potential manipulation, social media, foreign private issuer, +1 more

5 terms

temporary suspension of trading regulatory

"received from the U.S. Securities and Exchange Commission an order suspending trading in the Company’s securities"

potential manipulation regulatory

"the suspension was imposed due to potential manipulation in the trading of the Company’s securities"

social media other

"recommendations made to investors by unknown persons via social media to purchase, hold, and/or sell the Company’s securities"

foreign private issuer regulatory

"FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER"

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.

information request regulatory

"the Company received an information request from The Nasdaq Stock Market LLC"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why was trading in Happy City Holdings (HCHL) temporarily suspended?

Trading was suspended by the SEC due to concerns about potential manipulation linked to social media recommendations by unknown persons. The SEC stated these activities appeared designed to artificially influence the market price and trading volume of the company’s securities.

How long will the SEC trading suspension on Happy City Holdings (HCHL) last?

The SEC ordered a temporary suspension of trading in Happy City Holdings’ securities from 4:00 ET on June 12, 2026 through 11:59 PM ET on June 26, 2026. During this period, investors generally cannot trade the company’s securities on affected markets.

Did Happy City Holdings (HCHL) participate in the alleged social media promotions?

The company states it has not authorized, participated in, or been involved with any promotion or recommendation of its securities via social media or otherwise. It emphasizes this point while acknowledging the SEC’s concerns about activities by unknown persons influencing trading.

How is Happy City Holdings (HCHL) responding to the SEC and Nasdaq inquiries?

Happy City Holdings says it is fully committed to cooperating with the SEC, Nasdaq, and other regulators as necessary. It received an information request from Nasdaq on June 12, 2026 and intends to respond within the time period requested by Nasdaq.

Has the SEC trading suspension affected Happy City Holdings’ (HCHL) operations?

The company reports that its ongoing business operations remain normal and there has been no material change to its business operations or financial position as of the date of the report. The disclosed impact is currently focused on trading and regulatory matters.

What did the SEC say about social media activity related to Happy City Holdings (HCHL)?

According to the SEC order, recommendations by unknown persons via social media encouraged investors to trade the company’s securities and post screenshots. The SEC stated these activities appeared designed to artificially influence market price and trading volume.

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

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Accepted by SEC EDGAR 06/16/2026 - 04:45 PM EDT Learn about SEC filing dates

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 Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

☒ Form 20-F ☐ Form 40-F

Temporary Suspension of Trading

On June 11, 2026, Happy City Holdings Limited (the “Company”) received from the U.S. Securities and Exchange Commission (the “SEC”) an order (the “Order”) suspending trading in the Company’s securities for the period from 4:00 AM ET on June 12, 2026, through 11:59 PM ET on June 26, 2026. The Order is available at https://www.sec.gov/files/litigation/suspensions/2026/34-105675-ts.pdf. According to the Order, the suspension was imposed due to potential manipulation in the trading of the Company’s securities that may have been effectuated through recommendations made to investors by unknown persons via social media to purchase, hold, and/or sell the Company’s securities and to post screenshots of their transactions. The SEC stated that such activities appeared to be designed to artificially influence the market price and trading volume of the Company’s securities. On June 12, 2026, the Company received an information request from The Nasdaq Stock Market LLC (“Nasdaq”) for certain information and documents.

The Company has not authorized, participated in, or been involved with any promotion or recommendation of its securities via social media or otherwise. It is fully committed to cooperating fully with the SEC, Nasdaq, and other regulatory authorities as necessary. The Company intends to respond to Nasdaq’s information request within the time period requested by Nasdaq. The Company’s ongoing business operations remain normal, and there has been no material change to the Company’s business operations or financial position as of the date of this report.

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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.

	Happy City Holdings Limited
Date: June 16, 2026	By:	/s/ Suk Yee, Kwan
	Name:	Suk Yee, Kwan
	Title:	Chief Executive Officer and Director

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