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 2025
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 office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
On July 7, 2025 Dominari Securities LLC (“Dominari Securities”), as the representative of the underwriters of the initial public offering of Happy City Holdings Limited (the “Company”), exercised its over-allotment option partially to purchase an additional 112,000 Class A Ordinary Shares of the Company at the public offering price of US$5.00 per share (the “Option”). The closing for the sale of the over-allotment shares took place on July 11, 2025. As a result, the gross proceeds of the Company’s initial public offering, including the proceeds from the sale of the over-allotment shares, totaled US$6.06 million, before deducting underwriting discounts and other related expenses.
A copy of the press release announcing the underwriters’ exercise of the Option is attached as Exhibit 99.1 and incorporated herein by reference. This report does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
EXHIBITS INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release dated July 11, 2025, announcing the exercise of the over-allotment option. |
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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.
| Date: July 11, 2025 | Happy City Holdings Limited | |
| By: | /s/ Suk Yee, Kwan | |
| Name: | Suk Yee, Kwan | |
| Title: | Chief Executive Officer and Director | |
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