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Happy City Holdings Limited filed Amendment No. 1 to its Form F‑1 for the resale of up to 6,000,000 Class A Ordinary Shares by the selling shareholders. The company is not selling any shares and will not receive proceeds from these sales; selling holders may sell at market or in private transactions, and Happy City will cover registration expenses.
Of the registered shares, 3,040,000 are subject to lock‑up restrictions and may be sold after the applicable periods expire. The Class A shares trade on Nasdaq under “HCHL” (closing price US$3.35 on October 7, 2025). As of the date of this prospectus, 7,212,000 Class A and 12,000,000 Class B shares were outstanding. Due to its dual‑class structure (Class B with 20 votes per share), the controlling shareholder holds about 97.13% voting power, and the company is a “controlled company” under Nasdaq rules.
Happy City operates three all‑you‑can‑eat hotpot restaurants in Hong Kong. Revenue was US$4,160,099 with net income of US$284,988 for the six months ended February 28, 2025; FY2024 revenue was US$8,295,084 with net income of US$1,319,697. The auditor expressed substantial doubt about the company’s ability to continue as a going concern, although the company reported positive operating cash flow in recent periods.