| 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. |
