Happy City Holdings Limited

Issuer

Happy City Holdings Limited

Security title

Class A Ordinary Shares

Principal address

Citizenship

Mr. Tak Shing Lam: Hong Kong Ms. Suk Yee Kwan: Hong Kong

Principal occupation

Mr. Tak Shing Lam was 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

Filing person

This Schedule 13D/A is being filed by Mr. Tak Shing Lam and Ms. Suk Yee Kwan.

Criminal proceedings response

The Reporting Persons have not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanours)

Proceedings description

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.

Principal business address

The principle business address for the Reporting Persons is : P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands

Source of funds

Item 3 of the Schedule 13D filed on March 16, 2026 is hereby amended and restated in its entirety as follows: The Reporting Persons originally acquired their beneficial ownership of the Class B Ordinary Shares of Happy City Holdings Limited indirectly through Happy City Group Limited, a British Virgin Islands company, using personal funds. Jantin Investments Group Limited , which is beneficially owned by Suk Yee, Kwan and Tak Shing, Lam, holds 51% of Happy City Group Limited. Ms. Kwan is the spouse of Mr. Lam. By virtue of this relationship, Ms. Kwan and Mr. Lam shared the voting and dispositive power of the shares of the Company held by Happy City Group Limited. Each Class B Ordinary Share is convertible into one Class A Ordinary Share and each of the Class B Ordinary Shares has twenty (20) votes per share. On April 17, 2026, HCG, as borrower, entered into a General Loan Facility with Sky Way Innovation Holdings Limited ("Sky Way" or the "Lender"), pursuant to a facility letter dated April 17, 2026 (the "Facility Letter"). Under the Facility Letter, Sky Way extended a loan to Happy City Group Limited in the principal amount of US$1,000,000 (the "Loan"), bearing interest at a rate of 2.9% per month. The Loan was drawn down on April 17, 2026, and was due for repayment on or before October 17, 2026. A copy of the Facility Letter is attached hereto as Exhibit A and is incorporated herein by reference.

Purpose of transaction

As previously disclosed, the Reporting Persons acquired their beneficial ownership of the Class B Ordinary Shares as pre-IPO shareholders with the intent to exercise control over the Company and to actively participate in the management and strategic direction of the Company. Mr. Tak Shing Lam served as Chair of the Board and Director, and Ms. Suk Yee Kwan serves as Chief Executive Officer and Director of the Company. As described in Item 3 above, on April 17, 2026, Happy City Group entered into the Facility Letter and pledged 12,000,000 Class B Ordinary Shares of the Company to Sky Way as collateral for the Loan. The Facility Letter provides that, upon the occurrence of an event of default, Sky Way shall be entitled, without further notice or consent of Happy City Group, to exercise all rights available under the Facility Letter, including but not limited to: (i) completing and dating the transfer instruments and selling, assigning, or otherwise disposing of the pledged shares at such price and on such terms as Sky Way deems fit, whether by private treaty or public auction; (ii) appropriating the proceeds of such sale towards discharge of the Loan and all accrued interest, default interest, costs, charges, and expenses; and (iii) retaining the pledged shares in satisfaction of all or part of the indebtedness. On September 10, 2026, Happy City Group failed to pay the principal of US$1,000,000 and interest of US$139,200 on demand by Sky Way. This failure constitutes an Event of Default under the Facility Letter. On the same date, Sky Way issued a Notice of Enforcement exercising, with immediate effect, its rights under the Facility Letter and the pledge documents to enforce the security over the 12,000,000 Class B Ordinary Shares (the "Pledged Shares"). The 12,000,000 Class B Ordinary Shares held by Happy City Group have been transferred to Sky Way on September 21, 2026. As a result of such transfer, the Reporting Persons have ceased to be beneficial owners of any shares of the Company. A copy of the Notice of Enforcement is attached hereto as Exhibit B and is incorporated herein by reference. Except as set forth herein, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D/A.

Number of shares

With respect to each Reporting Person: (i) Sole Voting Power: 0 (ii) Shared Voting Power: 0 (iii) Sole Dispositive Power: 0 (iv) Shared Dispositive Power: 0

Transactions

As described in Items 3 and 4 herein, on September 10, 2026, following the Event of Default under the Facility Letter, Sky Way enforced its security interest and the 12,000,000 Class B Ordinary Shares were transferred from Happy City Group to Sky Way on September 21, 2026. Except as described herein, neither of the Reporting Persons has effected any other transactions in the Class A Ordinary Shares or Class B Ordinary Shares of the Company during the 60 days preceding the date of this filing.

Other persons with an interest

Sky Way Innovation Holdings Limited now holds the 12,000,000 Class B Ordinary Shares.

Date ownership ceased to exceed 5%

Not Applicable

Percentage of class

As of the date of this filing, each of the Reporting Persons beneficially owns zero (0) ordinary shares of the Company. Prior to the events described herein, each Reporting Person was deemed to beneficially own, indirectly through HCG, 12,000,000 Class B Ordinary Shares, representing approximately 93.08% of the aggregate voting power of our issued and outstanding Class A and Class B Ordinary Shares (based on 17,844,401 Class A Ordinary Shares and 12,000,000 Class B Ordinary Shares outstanding). Each Class B Ordinary Share was convertible into one Class A Ordinary Share and carried 20 votes per share. As described in Items 3 and 4 above, Sky Way enforced its security interest in the Pledged Shares following the Event of Default, and the 12,000,000 Class B Ordinary Shares have been transferred to Sky Way on September 21, 2026. As a result, the Reporting Persons no longer beneficially own any ordinary shares of the Company.

Contracts and arrangements

In addition to the share history previously disclosed in the Schedule 13D filed on March 16, 2026, the following contracts and arrangements, understandings, or relationships exist with respect to the securities of the Issuer: On April 17, 2026, Happy City Group, as borrower, and Sky Way, as lender, entered into a loan facility pursuant to the Facility Letter. Under the Facility Letter, Sky Way extended a loan to Happy City Group in the principal amount of US$1,000,000 at an interest rate of 2.9% per month (effective rate of 34.8% per annum). The Loan was drawn down on April 17, 2026, and was due for repayment on or before October 17, 2026.. The foregoing description of the Facility Letter is qualified in its entirety by reference to the full text of the Facility Letter, a copy of which is attached hereto as Exhibit A. On September 10, 2026, Sky Way issued a Notice of Enforcement to Happy City Group following Happy City Group's failure to pay the principal of US$1,000,000 and interest of US$139,200 on demand, which constitutes an event of default under the Facility Letter. Pursuant to the Notice of Enforcement, Sky Way exercised, with immediate effect, its rights under the Facility Letter to enforce the security over the 12,000,000 Class B Ordinary Shares. Pursuant to the Notice of Enforcement, Sky Way completed and dated the transfer instruments in respect of the Pledged Shares, and the 12,000,000 Class B Ordinary Shares have been transferred to Sky Way on September 21, 2026. The foregoing description of the Notice of Enforcement is qualified in its entirety by reference to the full text thereof, a copy of which is attached hereto as Exhibit B. Except as set forth herein and in the Schedule 13D filed on March 16, 2026, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Filed exhibits

Exhibit A Facility Letter dated April 17, 2026, between Sky Way Innovation Holdings Limited (as Lender) and Happy City Group Limited (as Borrower) Exhibit B Notice of Security Enforcement dated September 10, 2026, from Sky Way Innovation Holdings Limited to Happy City Group Limited