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Happy City Holdings Limited (HCHL) filed a resale prospectus covering up to 6,000,000 Class A ordinary shares to be offered from time to time by the identified Selling Shareholders. The company is not selling shares and will receive no proceeds; Selling Shareholders will receive any sale proceeds.
The filing notes 3,040,000 of these shares are subject to lock-up restrictions and may be sold after the applicable lock-up periods expire. HCHL has a dual‑class structure; Class B shares carry 20 votes per share, and Happy City Group Limited holds approximately 97.13% of aggregate voting power, allowing it to control outcomes of shareholder matters.
HCHL operates Hong Kong hotpot restaurants through wholly owned subsidiaries and highlights risks tied to PRC/Hong Kong regulatory developments, potential HFCAA impacts on trading if PCAOB access changes, and prior going concern language in its audited financials. As of the prospectus date, 7,212,000 Class A and 12,000,000 Class B shares were outstanding. HCHL’s shares trade on Nasdaq as “HCHL”; the Class A closing price was $3.30 on November 10, 2025.
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.
Happy City Holdings Limited filed a Form 6-K as a foreign private issuer to share new financial information. On October 21, 2025, the company issued a press release announcing its unaudited financial results for the first half of fiscal year 2025, covering the six months ended February 28, 2025. The submission also includes unaudited interim condensed consolidated financial statements for the comparable six-month periods ended February 28, 2025 and February 29, 2024 as an exhibit, giving investors access to detailed half-year financial data.