Welcome to our dedicated page for Happy City Holdings SEC filings (Ticker: HCHL), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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Happy City Holdings Ltd CFO Yu Sin Ting filed an initial Form 3 reporting status as an insider of the company. The filing does not list any stock or option transactions or holdings, and serves as a baseline disclosure of insider reporting obligations going forward.
Happy City Holdings Limited reports the resignation of independent director Ms. Suet Man Mak, effective immediately on March 31, 2026. The company states she resigned for personal reasons and that there was no disagreement with the company or its Board regarding operations, policies, or practices. The report is signed on behalf of the company by Chief Executive Officer and Director Suk Yee Kwan on April 1, 2026.
Happy City Holdings Ltd director KAM Eddie Shing Cheuk filed an initial Form 3 insider ownership report. The provided data shows no common stock or derivative holdings and no buy, sell, or other transactions, so this filing is purely administrative disclosure of insider status.
Happy City Holdings Ltd filed a Form 3 identifying Yiu Wai Ming as a director and reporting person. The filing’s transaction summary shows no reported buys, sells, exercises, gifts, tax withholdings, restructurings, or other share transactions in the provided data.
Happy City Holdings Ltd director CHUNG Ho Wai Alan filed an initial Form 3 ownership report for HCHL. The filing lists him as a director and shows no reported transactions, with zero buy, sell, acquire, dispose, exercise, gift, tax withholding, or restructuring activity.
Happy City Holdings Ltd. received a Schedule 13D from insiders Tak Shing Lam and Suk Yee Kwan, disclosing beneficial ownership of 12,000,000 Class B ordinary shares, convertible into Class A, representing 40.3% of the company’s Class A ordinary shares.
The stake is held through Happy City Group Limited, which is owned indirectly by the Reporting Persons via Jantin Investments Group Limited and other shareholders. Lam serves as chair of the Board and director, while Kwan is chief executive officer and director, and both intend to continue actively influencing the company’s management and strategic direction.
The filing notes the Reporting Persons are pre-IPO shareholders who used personal funds, have made no transactions in the securities over the past sixty days, and outlines prior share splits and a reclassification that created 12,000,000 Class B shares from earlier ordinary shares.
Happy City Holdings Limited reported a change in its finance leadership. On February 28, 2026, the Board accepted the resignation of Chief Financial Officer Ms. Wai Man, Ao, effective that day, stating her departure was not due to any disagreement over operations, policies, or practices.
On February 25, 2026, the Board and key committees approved the appointment of Ms. Sin Ting, Yu as the new Chief Financial Officer. She signed an employment agreement on March 1, 2026. Ms. Yu is a CPA Australia member with extensive audit and financial reporting experience, including supervising audits for listed and private companies.
Happy City Holdings Limited completed a private investment in public equity, selling 10,560,000 Class A ordinary shares at US$0.28 per share for total proceeds of $2,956,800. This PIPE financing closed on March 2, 2026 under a Private Placement Subscription Agreement with multiple investors.
After issuing the PIPE shares, the company has 17,772,000 Class A and 12,000,000 Class B ordinary shares outstanding. The agreement includes customary representations, warranties, and closing conditions, with the form of the Subscription Agreement filed as an exhibit.
Happy City Holdings Limited has received a Nasdaq notice that it no longer meets the required $2,500,000 minimum stockholders’ equity for continued listing on The Nasdaq Capital Market. Based on its Form 20-F, the company reported stockholders’ equity of $2,206,497 as of August 31, 2025, and it also does not meet alternative market value or net income standards.
The company’s Class A ordinary shares continue trading under the symbol HCHL, and business operations are unchanged for now. Happy City has 45 days, until March 9, 2026, to submit a compliance plan, after which Nasdaq may grant up to 180 days from the notification date to regain compliance. The company is evaluating measures to restore equity levels but notes there is no assurance its plan will be accepted or that it will successfully regain and sustain compliance.
Happy City Holdings Limited appointed Ms. Suet Man Mak, age 39, as an independent director effective January 15, 2026, after the board increased its size by one seat. She will serve on the audit, compensation and nominating committees, and the board has determined she meets Nasdaq’s independence standards.
Ms. Mak brings extensive experience in corporate finance, capital markets and regulatory compliance, including senior roles at Grande Capital Limited, Yue Xiu Capital Limited, Guotai Junan Capital Limited, and Hong Kong Exchanges and Clearing Limited, plus prior public company board service. Under her offer letter, she will receive annual director compensation of $18,000, paid monthly on a pro-rated basis, reimbursement of reasonable expenses, D&O insurance coverage if available, and indemnification to the maximum extent permitted by law.