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  4. [6-K] Happy City Holdings Ltd Current Report (Foreign Issuer)

Nasdaq halts Happy City (NASDAQ: HCHL) shares pending more information

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

Rhea-AI Filing Summary

Happy City Holdings Limited reports that Nasdaq has halted trading in its Class A ordinary shares while the company responds to Nasdaq’s request for additional information. This halt follows an earlier SEC order that temporarily suspended trading in the company’s securities from June 12 through June 26, 2026.

The company states it is fully cooperating with the SEC, Nasdaq, and other regulators and is working diligently to provide the requested information. It also reiterates that it has not authorized or participated in any promotion or recommendation of its securities via social media or other channels.

Positive

  • None.

Negative

  • Nasdaq trading halt on the company’s Class A ordinary shares beginning June 29, 2026, pending satisfaction of Nasdaq’s request for additional information, indicates ongoing trading and liquidity disruption.
  • Recent SEC trading suspension of the company’s securities from June 12 to June 26, 2026, reflects elevated regulatory attention and adds to overall uncertainty until matters are clarified.

Insights

Extended trading halt and regulatory inquiries create clear uncertainty.

Happy City Holdings Limited discloses a sequence of regulatory actions: an SEC order suspending trading in its securities from June 12–26, 2026, followed by a Nasdaq trading halt starting June 29, 2026 pending additional information.

Such actions typically signal heightened regulatory scrutiny and can affect liquidity and market confidence while in place. The company emphasizes cooperation with the SEC and Nasdaq and denies involvement in any promotion of its securities via social media or otherwise, but the duration and outcome of these processes remain uncertain.

Investors may treat the continuation or lifting of the Nasdaq halt, once disclosed in future company filings or market announcements, as key developments for assessing trading liquidity and perceived regulatory overhang.

SEC trading suspension period June 12–26, 2026 Order suspending trading in company securities
Nasdaq halt start date June 29, 2026 Nasdaq halted trading in Class A ordinary shares
trading halt financial
"Nasdaq announced that trading in the Company’s Class A ordinary shares is halted"
A trading halt is a temporary pause on buying and selling a particular stock imposed by an exchange or regulator, like pressing the pause button on a game so everyone can catch up. It is used to give the market time to absorb important new information or to prevent chaotic price swings, and matters to investors because it freezes the ability to trade, delays price discovery, and can change risk and strategy until normal trading resumes.
forward-looking statements regulatory
"This report contains forward-looking statements within the meaning of Section 27A"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
risk factors financial
"including the risk factors contained in the Company’s most recent annual report on Form 20-F"
Risk factors are elements or conditions that could cause an investment's value to decrease or lead to potential losses. They are like warning signs or obstacles that can affect the success of an investment, making it uncertain or more unpredictable. Recognizing risk factors helps investors understand the possible challenges and make more informed decisions.
foreign private issuer regulatory
"REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-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.

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

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FAQ

Why are Happy City Holdings Limited (HCHL) shares currently halted on Nasdaq?
Trading in Happy City Holdings Limited Class A ordinary shares is halted because Nasdaq requested additional information and announced the halt will continue until the company fully satisfies that request, limiting normal trading activity and liquidity for investors.

What SEC action did Happy City Holdings Limited (HCHL) disclose in this 6-K?
The company disclosed an SEC order suspending trading in its securities from June 12, 2026, at 4:00 AM ET through June 26, 2026, at 11:59 PM ET, after which Nasdaq implemented a separate trading halt requiring more information.

How is Happy City Holdings Limited (HCHL) responding to Nasdaq’s information request?
Happy City Holdings Limited states it is fully committed to cooperating with Nasdaq and other regulators and is working diligently to provide the requested information as promptly as practicable, aiming to address concerns that led to the current trading halt.

What does Happy City Holdings Limited (HCHL) say about stock promotion activities?
The company reiterates that it has not authorized, participated in, or been involved with any promotion or recommendation of its securities via social media or other channels, addressing potential concerns about unusual stock promotion activity.

What forward-looking risks does Happy City Holdings Limited (HCHL) highlight here?
The company notes that statements about the trading halt, its response to Nasdaq, and possible trading resumption are forward-looking and subject to risks and uncertainties described in its SEC filings, including risk factors in its most recent Form 20-F.

 

 

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 July 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

 

 

 

 

 

 

Trading Halt by The Nasdaq Stock Market LLC

 

As previously disclosed in the report on Form 6-K furnished by Happy City Holdings Limited (the “Company”) to the U.S. Securities and Exchange Commission (the “SEC”) on June 16, 2026, on June 11, 2026, the Company received from 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, and on June 12, 2026, the Company received an information request from The Nasdaq Stock Market LLC (“Nasdaq”) for certain information and documents.

 

On June 29, 2026, following the expiration of the trading suspension effected by the Order, Nasdaq announced that trading in the Company’s Class A ordinary shares is halted pending the Company’s satisfaction of Nasdaq’s request for additional information. According to Nasdaq’s announcement, trading in the Company’s Class A ordinary shares will remain halted until the Company has fully satisfied Nasdaq’s request for additional information.

 

The Company is fully committed to cooperating with the SEC, Nasdaq, and other regulatory authorities as necessary, and is working diligently to respond to Nasdaq’s request for additional information as promptly as practicable. As stated in the Company’s prior report, the Company has not authorized, participated in, or been involved with any promotion or recommendation of its securities via social media or otherwise.

 

Forward-Looking Statements

 

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, without limitation, statements regarding the trading halt of the Company’s Class A ordinary shares, the Company’s response to Nasdaq’s request for additional information, and the resumption of trading. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. Further information regarding these and other risks, uncertainties, and factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements is included in the Company’s filings with the SEC, including the risk factors contained in the Company’s most recent annual report on Form 20-F. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and actual results could differ materially from the anticipated results.

 

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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: July 9, 2026 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