Happy City Holdings 13D shows 40.3% insider stake

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.

Rhea-AI Filing Summary

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.

Insights

Equity ownership & governance analyst

Insiders disclose a large, control-oriented stake with clear governance influence.

The Schedule 13D shows Tak Shing Lam and Suk Yee Kwan, through Happy City Group Limited, beneficially owning 12,000,000 Class B shares, convertible into Class A and representing 40.3% of Class A ordinary shares. Both already hold top management roles.

The filing states they acquired the shares as pre-IPO shareholders using personal funds and with the intent to exercise control and remain active in management and strategy. No transactions occurred in the past sixty days, and the history of share splits and reclassification explains how the current capital structure and control position were formed.

For investors, this indicates a concentrated insider ownership structure where governance and strategic decisions are likely to remain strongly influenced by these insiders, given their combined voting and dispositive power over the 12,000,000 Class B shares.

FAQ

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

What ownership stake do Tak Shing Lam and Suk Yee Kwan report in Happy City Holdings (HCHL)?

They report beneficial ownership of 12,000,000 Class B ordinary shares, convertible into Class A, representing 40.3% of Happy City’s outstanding Class A ordinary shares. This stake is held through Happy City Group Limited, over which they share voting and dispositive power.

How are the Class B shares of Happy City Holdings (HCHL) structured in this 13D filing?

Happy City Group Limited holds 12,000,000 Class B ordinary shares, which are convertible into Class A ordinary shares. These Class B shares arose from earlier ordinary shares that underwent a 4,000,000-for-1 split, a 3-for-1 split, and a later reclassification into Class A and Class B.

What roles do the reporting persons hold at Happy City Holdings (HCHL)?

The filing states that Tak Shing Lam is chair of the Board and director, while Suk Yee Kwan is chief executive officer and director. Their senior management positions complement their significant beneficial ownership and support their stated intent to influence the company’s strategic direction.

What is the stated purpose of the stake reported in Happy City Holdings (HCHL) Schedule 13D?

The Reporting Persons describe themselves as pre-IPO shareholders who acquired their stake with the intent to exercise control over the issuer. They intend to continue actively participating in Happy City’s management and strategic direction, and note no additional current plans under the detailed sub-items of Item 4.

Have the reporting persons recently traded Happy City Holdings (HCHL) shares?

According to Item 5(c), the Reporting Persons have not engaged in any transactions in the reported class of securities during the past sixty days. The filing instead details historical share issuances, splits, and reclassification steps that led to Happy City Group Limited holding 12,000,000 Class B ordinary shares.

How is Happy City Group Limited owned in relation to Happy City Holdings (HCHL)?

Happy City Group Limited is owned 51% by Jantin Investments Group Limited, and 12%, 25%, and 12% by Po Yuk Yeung, Un Si Hoi, and Wai Bun Mui, respectively. Lam and Kwan own 30% and 70% of Jantin, respectively, and share voting and dispositive power over Happy City Group Limited’s shares.

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Accepted by SEC EDGAR 03/16/2026 - 04:30 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Happy City Holdings Ltd.

(Name of Issuer)

@Class A Ordinary Shares of no par value

(Title of Class of Securities)

(CUSIP Number)

Suk Yee, Kwan
30 Cecil Street, #19-08 Prudential Tower
Singapore, U0, 00000
65 97151351

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/23/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

Suk Yee, Kwan

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

HONG KONG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 12,000,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 12,000,000.00

11

Aggregate amount beneficially owned by each reporting person

12,000,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

40.3 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

[1] Happy City Group Limited, a British Virgin Islands business company, holds 12,000,000 Class B ordinary shares of the Issuer. The Class B ordinary shares are convertible into Class A ordinary shares. Happy City Group Limited is owned as to 51%, 12%, 25%, and 12% by Jantin Investments Group Limited, Po Yuk Yeung, Un Si Hoi, and Wai Bun Mui, respectively. Suk Yee Kwan and Tak Shing Lam own 70% and 30%, respectively, of the equity interests in Jantin Investments Group Limited. Ms. Kwan is the spouse of Mr. Lam. By virtue of this relationship, Ms. Kwan and Mr. Lam share voting and dispositive power over the ordinary shares of Happy City held by Happy City Group Limited and are deemed to be the beneficial owners of the ordinary shares held by Happy City Holdings Limited. [2] The calculation above is based on 29,772,000 ordinary shares issued and outstanding as of March 12, 2026, consisting of 17,772,000 Class A ordinary shares and 12,000,000 Class B ordinary shares, which are convertible into Class A ordinary shares.

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

Tak Shing Lam

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

HONG KONG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 12,000,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 12,000,000.00

11

Aggregate amount beneficially owned by each reporting person

12,000,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

40.3 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

[1] Happy City Group Limited, a British Virgin Islands business company, holds 12,000,000 Class B ordinary shares of the Issuer. The Class B ordinary shares are convertible into Class A ordinary shares. Happy City Group Limited is owned as to 51%, 12%, 25%, and 12% by Jantin Investments Group Limited, Po Yuk Yeung, Un Si Hoi, and Wai Bun Mui, respectively. Suk Yee Kwan and Tak Shing Lam own 70% and 30%, respectively, of the equity interests in Jantin Investments Group Limited. Ms. Kwan is the spouse of Mr. Lam. By virtue of this relationship, Ms. Kwan and Mr. Lam share voting and dispositive power over the ordinary shares of Happy City held by Happy City Group Limited and are deemed to be the beneficial owners of the ordinary shares held by Happy City Holdings Limited. [2] The calculation above is based on 27,772,000 ordinary shares issued and outstanding as of March 12, 2026, consisting of 17,772,000 Class A ordinary shares and 12,000,000 Class B ordinary shares, which are convertible into Class A ordinary shares.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: @Class A Ordinary Shares of no par value
(b)	Name of Issuer: Happy City Holdings Ltd.
(c)	Address of Issuer's Principal Executive Offices: 30 Cecil Street, #19-08 Prudential Tower, Singapore, SINGAPORE , 00000.
Item 1 Comment: Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable
Item 2.	Identity and Background
(a)	This Schedule 13D is being filed by Mr. Tak Shing Lam and Ms. Suk Yee Kwan (together, the "Reporting Persons").
(b)	The principle business address for the Reporting Persons is: P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands
(c)	Mr. Tak Shing Lam is the chair of the Board and Director of the Company and Ms. Suk Yee Kwan is the Chief Executive Officer and Director of the Company
(d)	The Reporting Persons have not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors)
(e)	The Reporting Persons have not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which the reporting persons were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws.
(f)	Mr. Tak Shing Lam: Hong Kong Ms. Suk Yee Kwan: Hong Kong
Item 3.	Source and Amount of Funds or Other Consideration
	The Reporting Persons are pre IPO shareholders. Mr. Tak Shing Lam and Ms. Suk Yee Kwan each used their Personal Funds.
Item 4.	Purpose of Transaction
	The Reporting Persons are pre-IPO shareholders of the issuer. The Reporting Persons acquired with the intent to exercise control over the Issuer. The Reporting Persons intend to continue actively participating in the Issuer's management and strategic direction. Except as set forth herein, the Reporting Persons do not have any present plans or proposals which relate to or would result in any of the transactions described in paragraphs (a) through (j) of this Item 4.
Item 5.	Interest in Securities of the Issuer
(a)	Happy City Group Limited holds 12,000,000 Class B Ordinary Shares of the Issuer. The Class B Ordinary Shares are convertible into Class A Ordinary Shares. Happy City Group Limited is owned as to 51%, 12%, 25%, and 12% by Jantin Investments Group Limited, Po Yuk Yeung, Un Si Hoi, and Wai Bun Mui, respectively. Suk Yee Kwan and Tak Shing Lam own 70% and 30%, respectively, of the equity interests in Jantin Investments Group Limited. Ms. Kwan is the spouse of Mr. Lam. By virtue of this relationship, Ms. Kwan and Mr. Lam share voting and dispositive power over the ordinary shares of Happy City held by Happy City Group Limited and are deemed to be the beneficial owners of the ordinary shares held by Happy City Holdings Limited. Collectively, the Reporting Persons represent 40.3 % of the outstanding Class A Ordinary Shares. The foregoing disclosure is based on 17,772,000 issued and outstanding Class A Ordinary Shares and 12,000,000 issued and outstanding Class B Ordinary Shares, which are convertible into Class A Ordinary Shares, as of the date of this Schedule 13D.
(b)	Mr. Tak Shing Lam Sole Voting Power: 0 Class A Ordinary Shares Shared Voting Power: 12,000,000 Sole Dispositive Power: 0 Shared Dispositive Power: 12,000,000 Ms. Suk Yee Kwan Sole Voting Power: 0 Class A Ordinary Shares Shared Voting Power: 12,000,000 Sole Dispositive Power: 0 Shared Dispositive Power: 12,000,000
(c)	The Reporting Persons have not engaged in any transactions in the class of securities reported on that were effected during the past sixty days.
(d)	Not Applicable
(e)	Not Applicable
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Except as described herein, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) among the Reporting Persons and between the Reporting Persons and any other person with respect to the securities of the Issuer, including with respect to the transfer or voting of any such securities, finder's fees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. In connection with the incorporation of the Issuer, on July 4, 2024, Happy City Holdings Limited issued one (1) ordinary share to its sole shareholder, Happy City Group Limited, for consideration of US$1. On August 14, 2024, the Issuer effected a share split of its issued and outstanding shares at a ratio of 4,000,000-for-1, resulting in Happy City Group Limited holding 4,000,000 ordinary shares. On September 13, 2024, the Issuer effected a further share split at a ratio of 3-for-1, resulting in Happy City Group Limited holding 12,000,000 ordinary shares. On March 4, 2025, the Issuer's shareholders approved a reclassification of the Issuer's authorized share capital into Class A ordinary shares and Class B ordinary shares. Pursuant to this reclassification, the 12,000,000 ordinary shares held by Happy City Group Limited were redesignated into 12,000,000 Class B Ordinary Shares. Happy City Group Limited has not transferred any of its shares since incorporation.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Suk Yee, Kwan

Signature:	/s/ Suk Yee Kwan
Name/Title:	Suk Yee Kwan
Date:	03/16/2026

Tak Shing Lam

Signature:	/s/ Tak Shing Lam
Name/Title:	Tak Shing Lam
Date:	03/16/2026