Hong Kong, Jan. 27, 2026 (GLOBE NEWSWIRE) -- Happy City Holdings Limited (Nasdaq: HCHL) (the “Company” or “Happy City”) today announced that the Company received a notice from the staff of the Nasdaq Listing Qualifications department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”), dated January 23, 2026 (the “Notification Letter”), notifying the Company that the Company is not in compliance with the minimum of $2,500,000 in stockholders’ equity for continued listing of the Company’s class A ordinar ...

Hong Kong, Jan. 27, 2026 (GLOBE NEWSWIRE) -- Happy City Holdings Limited (Nasdaq: HCHL) (the “Company” or “Happy City”) today announced that the Company received a notice from the staff of the Nasdaq Listing Qualifications department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”), dated January 23, 2026 (the “Notification Letter”), notifying the Company that the Company is not in compliance with the minimum of $2,500,000 in stockholders’ equity for continued listing of the Company’s class A ordinar ...

Regulatory Environment - The company operates primarily in Hong Kong through two subsidiaries, with significant regulatory oversight from the PRC government potentially impacting operations and share value [33]. - The PRC government may impose future restrictions on currency transfer and earnings distribution, which could hinder business expansion outside of Hong Kong [40]. - Compliance with evolving PRC laws regarding data privacy and cybersecurity may incur significant costs and affect the company's financial condition [47]. - The company faces uncertainties regarding the interpretation and enforcement of PRC laws, which could affect business operations and legal compliance [37]. - Regulatory actions in Mainland China may lead to increased operational costs and management attention, potentially affecting overall business performance [39]. - Future changes in PRC laws could require the company to alter its business practices, potentially decreasing demand for its services and impacting revenues [40]. - The evolving nature of PRC laws and regulations may materially and adversely affect the company's financial condition and results of operations [62]. - Any future requirements imposed by the PRC government could significantly limit the company's ability to offer securities to investors [64]. - There is uncertainty regarding future PRC government approvals for offering securities to foreign investors [55]. - The company is not required to obtain regulatory approval from PRC authorities for its operations in Hong Kong, but future changes in regulations could impose new compliance requirements [45]. Financial Performance - As of August 31, 2025, the company reported net current liabilities of US$837,491, raising substantial doubt about its ability to continue as a going concern [75]. - The company generated a negative cash flow from operating activities of US$1,267,366 for the year ended August 31, 2025, indicating significant operational challenges [76]. - The company does not expect to pay cash dividends in the foreseeable future, relying on subsidiary distributions for funding [146]. - Future cash flow may be restricted by potential limitations imposed by the PRC government on transferring funds from subsidiaries, impacting the company's ability to operate and grow [145][149]. - The company intends to retain all remaining funds and future earnings for business operation and expansion, with no anticipated dividends in the foreseeable future [199]. Operational Challenges - The company plans to focus on improving operational efficiency and cost reductions while seeking additional capital through private placement or public offering [76]. - The company faces risks related to maintaining sales and profitability of existing restaurants, which are critical for revenue growth [81]. - The company may encounter delays or failures in opening new restaurants, which could adversely affect its growth strategy and financial results [84]. - The company is subject to licensing requirements from the FEHD, which may delay restaurant openings and expansion plans [85]. - The company may face challenges in hiring and retaining qualified employees in new markets, which could impact operational efficiency [86]. - Employee turnover and recruitment challenges have led to increased labor costs, impacting operational efficiency and service quality [121]. - The company is exposed to potential compliance costs and operational disruptions due to stringent licensing requirements in Hong Kong [114]. Market and Competition - The company operates all its restaurants under two brands, "Thai Pot" and "Gyu! Gyu! Shabu Shabu," and its future success heavily relies on brand recognition and customer loyalty [80]. - The company faces intense competition in the hotpot restaurant market, which may adversely affect its business and results of operations [119]. - The profitability of restaurants is heavily dependent on location, and the company may struggle to find commercially viable locations in Hong Kong [94]. - The company plans to open new restaurants in markets with little or no operating experience, which may lead to lower profitability compared to existing markets [86]. - The global economic downturn and geopolitical tensions, such as the situation in Ukraine, could adversely impact the company's operations and financial condition [128]. Corporate Governance and Share Structure - The dual-class share structure concentrates voting power with the controlling shareholder, Happy City Group Limited, which holds 97.08% of the voting power [150][152]. - The concentration of ownership by Happy City Group Limited may delay or prevent changes in control, affecting shareholder opportunities for premium sales [155]. - The dual-class share structure may lead to exclusion from major indices like the Russell 2000 and S&P 500, potentially impacting the attractiveness and market price of Class A Ordinary Shares [156]. - As a controlled company under Nasdaq rules, the company may exempt itself from certain corporate governance requirements, which could adversely affect public shareholders [157]. - The company is classified as a foreign private issuer, exempt from certain U.S. securities regulations, which may affect the level of information available to shareholders [205]. - The company is an "emerging growth company," allowing it to take advantage of reduced disclosure requirements, which may make its shares less attractive to investors [214]. Audit and Compliance Risks - The independent auditor, AOGB CPA LIMITED, is subject to PCAOB inspections, but recent developments may hinder full cooperation with PCAOB requests [173]. - If the PCAOB cannot inspect the auditor for two consecutive years, the company's Class A Ordinary Shares may face delisting risks under the HFCAA [172]. - The PCAOB reported it is unable to inspect or investigate public accounting firms in Mainland China and Hong Kong due to local authorities' positions, impacting companies using these firms [179]. - The trading price of Class A Ordinary Shares has been volatile, influenced by market factors and the performance of other Chinese companies listed in the U.S. [182]. - The company may face significant consequences if it fails to meet Nasdaq's continued listing standards, including potential delisting and reduced liquidity [192]. Risks Related to Supply Chain and Operations - The company relies on a limited number of suppliers, and any significant interruption in their operations could negatively impact the availability and quality of supplies [106]. - Fluctuations in ingredient costs and supply chain inputs may lead to declines in margins and operating results, impacting overall profitability [91]. - Food safety is a top priority, but risks of food contamination could adversely affect the quality of food served, leading to potential liability claims and negative publicity [87]. - The successful integration of two distinct hotpot brands into a single location involves logistical and operational complexities that could affect profitability [97]. Shareholder Rights and Legal Risks - There is uncertainty regarding the enforceability of U.S. court judgments in the BVI and Hong Kong, which may complicate legal recourse for shareholders [161][162]. - Minority shareholders in the BVI have limited protections compared to U.S. shareholders, affecting their recourse options [166]. - The company may choose to follow home country governance practices, potentially providing less protection for shareholders than U.S. regulations [169].

Core Insights - The Hong Kong restaurant industry is experiencing a stark contrast between new brands successfully listing on US stock exchanges and traditional establishments closing down [5][11][24] - New entrants focus on niche markets and growth potential, appealing to investors despite their small size [7][9] - Traditional restaurants face rising costs and changing consumer preferences, leading to closures and a struggle to adapt [13][18][20] Group 1: New Entrants and Market Dynamics - Several new restaurant brands, such as 牛大人 and 泰金锅, have successfully listed on US exchanges despite having only a few locations [3][5] - These brands leverage a "small but refined" approach, targeting specific niches within the market, which allows them to capture significant market shares in their categories [7][9] - The US market values growth potential over current size, enabling smaller, newer companies to attract investment [9][20] Group 2: Challenges for Traditional Restaurants - Established restaurants like 鸿星中菜 and 彩龙皇宫 are closing due to rising operational costs, including rent and labor [11][13] - The cost structure for Hong Kong restaurants shows that rent accounts for 30%, salaries for 35%, and food costs for 25%, leaving only 10% for profit [13][18] - Competition from mainland Chinese brands offering lower prices exacerbates the challenges faced by traditional establishments [16][18] Group 3: Consumer Behavior and Adaptation - Younger consumers prefer modern dining experiences that align with their social media habits, leading them to favor new brands over traditional ones [18][24] - Traditional restaurants are encouraged to adapt their offerings and business models to attract younger customers, such as simplifying menus and incorporating trendy elements [22][24] - The future of the Hong Kong restaurant industry may depend on the ability of traditional establishments to innovate while maintaining their core culinary identity [24][26]

Core Viewpoint - A wave of Hong Kong restaurant companies is pursuing listings in the U.S. market, driven by a recovery in consumer sentiment and the need for capital, while traditional local establishments face closures due to increased competition and changing market dynamics [2][5][20]. Group 1: Listing Trends - Cafe Deco Group, a Hong Kong restaurant group, is considering a potential listing to raise capital as the consumer market shows signs of recovery [2]. - At least five Hong Kong restaurant companies have either gone public in the U.S. or announced plans to do so this year, including Ga Sai Tong and CSC Collective Holdings [3]. - The trend of smaller, newer Hong Kong restaurant companies seeking U.S. listings is notable, with many focusing on niche markets and specific culinary styles [13]. Group 2: Company Performance - CSC reported a revenue of $5.176 million for the latest fiscal year, a 186.84% increase from the previous year, with a gross profit margin rising from 7.4% to 33.3% [5]. - Ga Sai Tong's revenue for the first half of 2025 was $1.357 million, with a net profit of $246,700, indicating growth in its niche market of Japanese-French fusion cuisine [8]. - Happy City, which operates the Thai hotpot brand, reported revenues of $6.754 million for the 2024 fiscal year, with a 22.8% year-on-year growth [9]. Group 3: Market Dynamics - The Hong Kong restaurant market is experiencing a dual trend of new companies going public while established traditional restaurants are closing, with over 20 brands announcing closures in the first half of 2025 [20][22]. - The competitive landscape is shifting as mainland Chinese restaurants enter the market, leading to increased pressure on local establishments [22]. - The new wave of Hong Kong restaurants is characterized by their focus on specific culinary niches and innovative business models, which differ significantly from traditional operations [24][26]. Group 4: Future Outlook - Many of the newly listed companies plan to use funds raised from their IPOs for expansion in both local and international markets, with specific targets in Southeast Asia [28]. - The success of these companies in the U.S. market will depend on their ability to execute their growth plans and manage costs effectively [27][28].

Core Viewpoint - The Hong Kong restaurant industry is experiencing a dual phenomenon of a surge in companies seeking to go public in the U.S. while traditional establishments face closures due to increased competition and changing consumer behavior [1][17][19]. Group 1: Companies Going Public - Cafe Deco Group, a Hong Kong restaurant group, is considering a potential IPO as it anticipates a recovery in consumer spending [1]. - At least five Hong Kong restaurant companies have either gone public or announced plans to list in the U.S. this year, including Ga Sai Tong and CSC, which are targeting Nasdaq listings [2]. - CSC reported a revenue of $5.176 million for the latest fiscal year, a 186.84% increase from the previous year, with a gross profit margin rising from 7.4% to 33.3% [4][12]. - Ga Sai Tong's revenue for the first half of 2025 is projected at $1.357 million, with a net profit of $246,700 [7][12]. Group 2: Market Dynamics - The Hong Kong restaurant market is witnessing a trend where new, smaller companies are successfully listing in the U.S., while traditional establishments are closing down [17][19]. - Over 20 chain restaurants have announced closures in the first half of 2025, including long-standing establishments like "海皇粥店" and "金装炖奶佬" [17][19]. - The closures are attributed to high operational costs, including rent and labor, and increased competition from mainland Chinese restaurants [20]. Group 3: Characteristics of New Entrants - The new wave of Hong Kong restaurants going public is characterized by being small, recently established, and focused on niche markets [13][14]. - These companies often utilize innovative business models, such as centralized kitchens and unique dining experiences, to attract younger consumers [21][23]. - For instance, 牛大人 Group has been using a centralized kitchen model since July 2021 to improve standardization and reduce costs [21]. Group 4: Future Prospects - Many of the newly listed companies have plans for international expansion, with 牛大人 aiming to allocate 60% of its IPO proceeds for opening new locations in Hong Kong and overseas [25]. - The success of these companies in the U.S. market will depend on their ability to execute their growth strategies effectively [24][25].

As filed with the U.S. Securities and Exchange Commission on October 22, 2025 Registration No. 333-290792 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________________ AMENDMENT NO. 1 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 __________________________________ Happy City Holdings Limited (Exact name of registrant as specified in its charter) __________________________________ | British Virgin Islands | 5812 | Not Applicable | | --- | --- ...

Core Viewpoint - Happy City Holdings Limited reported significant financial improvements for the first half of fiscal year 2025, with a notable increase in revenue and net income compared to the same period in the previous year [1][4][25]. Financial Highlights - Revenue increased by US$722,195 or 21.0%, from US$3,437,904 for the six months ended February 29, 2024, to US$4,160,099 for the six months ended February 28, 2025 [2][4][5]. - Gross profit rose by US$652,621 or 165.5%, from US$394,450 to US$1,047,071, with the gross profit margin increasing from 11.5% to 25.2% [4][16]. - Net income for the period was US$284,988, a turnaround from a net loss of US$90,245 in the previous year [25]. Revenue Breakdown - Revenue by location for the six months ended February 28, 2025: - North Point: US$1,259,198 (10.2% increase from US$1,142,755) - Kwun Tong: US$255,378 (new location) - Mong Kok: US$1,608,812 (8.7% increase from US$1,480,107) - Tsuen Wan: US$1,036,711 (28.0% increase from US$809,866) [3][5]. Cost of Revenue - Total cost of revenue was US$3,113,028, a slight increase of 2.3% from US$3,043,454 [7]. - Food and beverage costs remained stable at US$1,226,775 compared to US$1,225,912 [8]. Operating Expenses - Selling and marketing expenses decreased by US$19,630 or 22.4%, from US$87,651 to US$68,021 [19]. - Employee compensation and benefits for management remained stable at US$152,855 compared to US$143,597 [20]. - Other general and administrative expenses were stable at US$417,936 compared to US$327,097 [22]. Cash Flow - Net cash provided by operating activities was US$212,592 for the six months ended February 28, 2025, down from US$592,859 in the previous year [27][29]. - Net cash used in investing activities was US$794,013, primarily for the new restaurant in Kwun Tong [31]. - Net cash used in financing activities was US$1,016,471, mainly due to bank borrowings repayment and offering costs [32]. Recent Events - The company was listed on the Nasdaq Capital Market on June 24, 2025, with gross proceeds from the initial public offering totaling US$6.06 million [34]. Company Overview - Happy City Holdings Limited operates three all-you-can-eat hotpot restaurants in Hong Kong, specializing in Thai and Japanese hotpot [35].

As filed with the U.S. Securities and Exchange Commission on October 9, 2025 Registration No. [*] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 __________________________________ Happy City Holdings Limited (Exact name of registrant as specified in its charter) __________________________________ | British Virgin Islands | 5812 | Not Applicable | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard ...

As filed with the U.S. Securities and Exchange Commission on April 29, 2025. Registration No. 333-285856 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________________ AMENDMENT NO. 2 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 __________________________________ Happy City Holdings Limited (Exact name of registrant as specified in its charter) __________________________________ British Virgin Islands 5812 Not Applicable (State or other juri ...