Happy City Holdings Ltd-A 2026年年度报告和过渡报告

For the fiscal year ended August 31, 2025 Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 7,212,000Class A Ordinary Shares of no par value, 12,000,000 Class B Ordinary Shares of no par value, issued and outstanding as of August 31, 2025. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐Yes☒No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934. ☐Yes☒No Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90days. ☒Yes☐No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit and post such files). ☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of“large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐ Accelerated filer☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use theextended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financialreporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: *If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ☐Item 17☐Item 18 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). ☐Yes☒No Table of Contents PagePART IItem 1.Identity of Directors, Senior Management and Advisers1Item 2.Offer Statistics and Expected Timetable1Item 3.Key Information1Item 4.Information on the Company35Item 4A.Unresolved Staff Comments60Item 5.Operating and Financial Review and Prospects61Item 6.Directors, Senior Management and Employees69Item 7.Major Shareholders and Related Party Transactions78Item 8.Financial Information80Item 9.The Offer and Listing80Item 10.Additional Information81Item 11.Quantitative and Qualitative Disclosures About Market Risk88Item 12.Description of Securities Other than Equity Securities89PART IIItem 13.Defaults, Dividend Arrearages and Delinquencies90Item 14.Material Modifications to the Rights of Security Holders and Use of Proceeds90Item 15.Controls and Procedures91Item 16.Reserved92Item 16A.Audit Committee Financial Expert92Item 16B.Code of Ethics92Item 16C.Principal Accountant Fees and Services93Item 16D.Exemptions from the Listing Standards for Audit Committees93Item 16E.Purchases of Equity Securities by the Issuer and Affiliated Purchasers93Item 16F.Change in Registrant’s Certifying Accountant93Item 16G.Corporate Governance93Item 16H.Mine Safety Disclosure94Item 16I.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.94Item 16J.Insider Trading Policies94Item 16K.Cybersecurity94PART IIIItem 17.Financial Statements95Item 18.Financial Statements95Item 19.Exhibits95i INTRODUCTION Except where the context otherwise requires and for purposes of this annual report only the term: ●“Amended and Restated Memorandum and Articles of Association” are to the amended and restated memorandum and articles of association of the Companyadopted on March4, 2025 and filed with the Registrar of Company Affairs of the British Virgin Islands on March11, 2025;●“BCA” or “BVI Act” are to the BVI Business Compani