Happen Inc 2026年季度报告

FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the quarterly period ended June30, 2026 Commission File Number: 001-36771 Happen, Inc.(Exact name of registrant as specified in its charter) 51-0605731 (State or other jurisdiction ofincorporation or organization) (I.R.S. EmployerIdentification No.) 88 Kearny Street, Suite 600,San Francisco, CA 94108(Address of principal executive offices and zip code)Registrant’s telephone number, including area code: (415)930-7440Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading SymbolName of each exchange on which registeredCommon stock, par value $0.01 per shareHAPNThe Nasdaq Stock Market LLC Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required tofile 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 every Interactive Data File required to be submittedpursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter periodthat the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. Large accelerated filer☒Non-accelerated filer☐Emerging growth company☐If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of theExchange Act. Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the ExchangeAct).Yes☐No☒ As of July17, 2026, there were 115,407,464 shares of the registrant’s common stock outstanding. HAPPEN, INC. TABLE OF CONTENTS Glossary HAPPEN, INC. On June 22, 2026, we changed our corporate name from LendingClub Corporation to Happen, Inc. In connection with thecorporate name change, we also changed the name of our wholly-owned banking subsidiary from LendingClub Bank,National Association to Happen Bank, National Association (Happen Bank). We do not distinguish between our prior andcurrent names and refer to our current names throughout this Quarterly Report on Form 10-Q. As such, unless expresslyindicated or as the context requires otherwise, as used herein, “Happen, Inc.,” “Company,” “we,” “us,” and “our,” refer toHappen, Inc., a Delaware corporation, and, where appropriate, its consolidated subsidiaries, including Happen Bank, andvarious entities established to facilitate loan sale transactions under Happen, Inc.’s Structured Program. Forward-looking Statements This Quarterly Report on Form 10-Q (Report) contains forward-looking statements within the meaning of Section27A ofthe Securities Act of 1933, as amended (Securities Act), and Section21E of the Securities Exchange Act of 1934, asamended (Exchange Act). Forward-looking statements in this Report include, without limitation, statements regardingborrowers, credit scoring, our strategy, future operations, expected losses, future financial position, future revenue,projected costs, prospects, plans, objectives of management, expected market growth and the impact on our business. Youcan identify these forward-looking statements by words such as “anticipate,” “appear,” “believe,” “continue,” “could,”“estimate,” “expect,” “forecast,” “future,” “intend,” “may,” “opportunity,” “outlook,” “plan,” “predict,” “project,”“should,” “strategy,” “target,” “will,” “would,” or similar expressions. These forward-looking statements include, among other things, statements about: •our compliance, and that of third-party partners or providers, with applicable local, state and federal laws,regulations and regulatory developments or court decisions affecting our business;•the impact of accounting standards, policies, elections or methodologies;•the results of examinations of us by regulatory authorities and the possibility that any such regulatory authoritymay, among other things, require us to limit our business activities, increase our allowance for loan losses,increase our capital levels, or affect our ability to borrow funds or maintain or increase deposits;•our ability to effectively manage capital or liquidity to support our evolving business or operational needs, whileremaining compliant with regulatory or supervisory requirements and appropriate risk-management standards;•the impact of changes to our deposit base;•th