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).




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SCHEDULE 13D




Comment for Type of Reporting Person:
[1] The Suk Yee, Kwan and Tak Shing, Lam (collectively, "Reporting Persons")previously held shared voting and dispositive power over 12,000,000 Class B Ordinary Shares of Happy City Holdings Limited (the "Company"), held indirectly through Happy City Group Limited ("Happy City Group" or "HCG"), a British Virgin Islands company. Jantin Investments Group Limited, which is owned 70% by Suk Yee, Kwan and 30% by Tak Shing, Lam, holds 51% of Happy City Group. 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. Pursuant to a Facility Letter dated April 17, 2026, Happy City Group pledged such 12,000,000 Class B Ordinary Shares to Sky Way Innovation Holdings Limited ("Sky Way") as collateral for a loan of US$1,000,000. On September 10, 2026, following an Event of Default, Sky Way issued a Notice of Enforcement and exercised its rights under the Facility Letter. The 12,000,000 Class B Ordinary Shares have been transferred to Sky Way on September 21, 2026 pursuant to such enforcement, and Suk Yee, Kwan no longer beneficially own any shares of the Company.


SCHEDULE 13D




Comment for Type of Reporting Person:
[1] The Reporting Persons previously held shared voting and dispositive power over 12,000,000 Class B Ordinary Shares of Happy City Holdings Limited (the "Company"), held indirectly through Happy City Group, a British Virgin Islands company. Jantin Investments Group Limited, which is owned 70% by Suk Yee, Kwan and 30% by Tak Shing, Lam, holds 51% of Happy City Group. 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. Pursuant to a Facility Letter dated April 17, 2026, Happy City Group pledged such 12,000,000 Class B Ordinary Shares to Sky Way as collateral for a loan of US$1,000,000. On September 10, 2026, following an event of default, Sky Way issued a Notice of Enforcement and exercised its rights under the Facility Letter. The 12,000,000 Class B Ordinary Shares have been transferred to Sky Way on September 21, 2026 pursuant to such enforcement, and Tak Shing, Lam no longer beneficially own any shares of the Company.


SCHEDULE 13D


 
Suk Yee, Kwan
 
Signature:/s/ Suk Yee, Kwan
Name/Title:Suk Yee, Kwan/Director
Date:09/28/2026
 
Tak Shing, Lam
 
Signature:/s/ Tak Shing, Lam
Name/Title:Tak Shing, Lam/Director
Date:09/28/2026

ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

FACILITY LETTER DATED APRIL 17, 2026, BETWEEN SKY WAY INNOVATION HOLDINGS LIMITED (AS LENDER) AND HAPPY CITY GROUP LIMITED (AS BORROWER)

NOTICE OF SECURITY ENFORCEMENT DATED SEPTEMBER 10, 2026, FROM SKY WAY INNOVATION HOLDINGS LIMITED TO HAPPY CITY GROUP LIMITED