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1、F-1 1 ea0220645-04.htm REGISTRATION STATEMENTAs filedwith theU.S.SecuritiesandExchangeCommission on March 17,2025.Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549_FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933_Happy City Holdings Limited(Exact na

2、me of registrant as specified in its charter)_British Virgin Islands 5812 Not Applicable(State or otherjurisdiction ofincorporation ororganization)(Primary StandardIndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)30 Cecil Street#19-08 Prudential TowerSingaporeTel:+65 9715135

3、1(Address,includingzipcode,andtelephonenumber,includingareacode,ofregistrantsprincipale_c/o Cogency Global Inc.122 East 42nd Street,18th FloorNew York,NY 10168+1(212)947-7200(Name,address,including zip code,and telephone number,including area code,ofagent for service)_Copies to:William S.Rosenstadt,

4、Esq.Mengyi“Jason”Ye,Esq.Ortoli Rosenstadt LLP366 Madison Avenue,3rd FloorNewYork,NY10017+1-212-588-0022 Fang Liu,Esq.VCL Law LLP1945 Old Gallows RoadSuite 260Vienna,VA 22182Phone:(703)919-7285_Approximate date of commencement of proposed sale to public:As soon as practicable after theeffective date

5、of this Registration Statement.If any securities being registered on this Form are to be offered on a delayed or continuous basispursuant to Rule415 under the Securities Act,check the following box.If this Form is filed to register additional securities for an offering pursuant toRule 462(b)under th

6、e Securities Act,check the following box and list the Securities Actregistration statement number of the earlier effective registration statement for the sameoffering.If this Form is a post-effective amendment filed pursuant to Rule462(c)under the Securities Act,check the following box and list the

7、Securities Act registration statement number of the earliereffective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule462(d)under the Securities Act,check the following box and list the Securities Act registration statement number of the e

8、arliereffective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule405of the Securities Actof1933.Emerging growth companyIf an emerging growth company that prepares its financial statements in accordance with U.S

9、.GAAP,indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards*provided pursuant toSection7(a)(2)(B)of the Securities Act._*The term“new or revised financial accounting standard”refers to any up

10、date issued by the FinancialAccounting Standards Board to its Accounting Standards Codification after April5,2012.The registrant hereby amends this registration statement on such date or dates as maybe necessary to delay its effective date until the registrant shall file a furtheramendment which spe

11、cifically states that this registration statement shall thereafterbecome effective in accordance with Section8(a)of the Securities Actof1933,asamended,or until the registration statement shall become effective on such date asthe U.S.Securities and Exchange Commission,acting pursuant to such Section8

12、(a),may determine.Table of ContentsThe information in this prospectus is not complete and may be changed.Wewill not sell these securities until the registration statement filed withthe U.S.Securities and Exchange Commission is effective.This prospectusis not an offer to sell these securities and it

13、is not soliciting an offerto buy these securities in any state where the offer or sale is notpermitted.PRELIMINARYPROSPECTUS SUBJECTTOCOMPLETION,DATEDMARCH 17,2025HAPPY CITY HOLDINGS LIMITED1,000,000 Class A Ordinary SharesThis is an initial public offering(the“Offering”)of 1,000,000 Class A ordinar

14、yshares of no par value(the“Class A Ordinary Shares”),of Happy City HoldingsLimited(“Happy City”or the“Company”),representing 14.29%of the Class AOrdinary Shares following completion of the Offering.We expect the initial publicoffering price will be between US$5.00 and US$7.00 per Class A Ordinary S

15、hare(the“Offering Price”).We have reserved the symbol“HCHL”for purpose of listing ourClass A Ordinary Shares on the Nasdaq Capital Market.Prior to this Offering,therehas been no public market for our Class A Ordinary Shares.This Offering iscontingent on the listing of our Class A Ordinary Shares on

16、the Nasdaq CapitalMarket.However,there is no assurance that such application will be approved,and ifour application is not approved by the Nasdaq Capital Market,this Offering will notbe completed.Happy Citys issued share capital is a dual-class structure consisting of Class AOrdinary Shares and Clas

17、s B Ordinary Shares.Class A Ordinary Shares are the onlyclass of Ordinary Shares being offered in this Offering.Each of the Class A OrdinaryShares has one vote per share,while each of the Class B Ordinary Shares has twenty(20)votes per share.Each Class B Ordinary Share is convertible into one(1)Clas

18、s AOrdinary Share at any time at the option of the holder thereof but Class A OrdinaryShares are not convertible into Class B Ordinary Shares.Due to the disparate voting powers associated with our two classes of ordinaryshares,following this Offering,Happy City Group Limited(“Happy City Group”or the

19、“Controlling Shareholder”),our largest shareholder,will retain controlling votingpower in the Company based on having approximately 97.17%of the aggregate votingpower of our issued and outstanding Class A and Class B Ordinary Shares,assumingthat the underwriters do not exercise their over-allotment

20、option.As a result,HappyCity Group can control the outcome of matters submitted to the shareholders forapproval.Additionally,we will be deemed a“controlled company”within the meaningof the Nasdaq listing rules and follow certain exemptions from certain corporategovernance requirements that could adv

21、ersely affect our public shareholders.For amore detailed discussion of the risk of the Company being a controlled company,see“Risk Factors Risks Related to Our Corporate Structure The dual-classstructure of our Ordinary Shares will have the effect of concentrating voting controlwith our Controlling

22、Shareholder,Happy City Group Limited,which will hold in theaggregate 97.17%of the voting power of our voting shares following the completion ofthis Offering,preventing you and other shareholders from influencing significantdecisions,including the election of directors,amendments to our organizationa

23、ldocuments and any merger,consolidation,sale of all or substantially all of ourassets,or other major corporate transaction requiring shareholder approval.”onpage 40 and“Prospectus SummaryImplication of Being a Controlled Company”onpage 14 of this prospectus.Investing in our Class A Ordinary Shares i

24、nvolves a high degree of risk,including the risk of losing your entire investment.See“Risk Factors”beginning on page 18 to read about factors you should consider beforebuying our Class A Ordinary Shares.We are an“emerging growth company”and a“foreign private issuer”under thefederal securities laws a

25、nd will be subject to reduced public company reportingrequirements.See“Prospectus SummaryImplications of Being an“Emerging GrowthCompany”and“Implications of Our Being a Foreign Private Issuer”on page 13 andpage 14 for additional information.Happy City Holdings Limited,or Happy City,is a holding comp

26、anyincorporated in British Virgin Islands(“BVI”).As a holding company withno material operations,Happy City conducts all of its operations in HongKong through its wholly-owned subsidiaries A-One President Limited,TopwellGold Limited,and Million Great International Limited(collectivelyreferred as the

27、“Operating Subsidiaries”),all incorporated under thelaws of Hong Kong.Investors in our Class A Ordinary Shares should be awarethat they will not and may never directly hold equity interests in theOperating Subsidiaries,but rather purchasing equity solely in Happy City,the BVI holding company.This st

28、ructure involves unique risks to theinvestors,and the PRC regulatory authorities could disallow thisstructure,which would likely result in a material change in our operationsand/or a material change in the value of the securities Happy City isregistering for sale,including that such event could caus

29、e the value ofsuch securities to significantly decline or become worthless.Currently,all of our Table of Contentsoperations are conducted in Hong Kong,and substantially all of our assetsare located in Hong Kong,outside the United States.All our directors,officers and senior management are located in

30、 Hong Kong,and all or asubstantial portion of their assets are located outside of the UnitedStates.Shareholders may face difficulties enforcing their legal rightsunder United States securities laws against us or our directors andofficers.All of our operations are conducted by our wholly-owned Operat

31、ingSubsidiaries in Hong Kong.We and our subsidiaries do not have anyoperation or maintain office or personnel in Mainland China,nor currentlydo we have,nor intend to have,any contractual arrangements to establish avariable interest entity(“VIE”)structure with any entity in MainlandChina.We are subje

32、ct to certain legal and operational risks associatedwith our Operating Subsidiaries being based in Hong Kong,having all ofits operations to date in Hong Kong and having some customers who areMainland China individuals or companies that have shareholders or directorsthat are Mainland China individual

33、s.Additionally,the legal andoperational risks associated with operating in Mainland China also apply tothe operations of our subsidiaries in HongKong,and we face the risks anduncertainties associated with interpretation and the application of thecomplex and evolving PRC laws and regulations and whet

34、her and how therecent PRC government statements and regulatory developments,such as thoserelating to data and cyberspace security,and anti-monopoly concerns wouldbe applicable to Happy City or Operating Subsidiaries,given thesubstantial operations of our subsidiaries in HongKong and thepossibilities

35、 that Chinese government may exercise significant oversightover the conduct of business in Hong Kong.We are also subject to therisks of uncertainty about any future actions of the PRC government orauthorities in Hong Kong in this regard.New regulatory actions relating todata security or anti-monopol

36、y concerns in Hong Kong may be taken in thefuture and there can be no assurance as to whether such regulatory actionsmay have a material impact on our ability to conduct business,acceptforeign investments or continue to list on a U.S.or other foreignexchange.If any or all of the foregoing were to oc

37、cur,it may result in amaterial change to our operations and and/or significantly limit orcompletely hinder our ability to offer or continue to offer securities toinvestors and cause the value of our Class A Ordinary Shares tosignificantly decline or become worthless.Should the PRC government choose

38、to exercise significant oversight anddiscretion over the conduct of our business,or in the event that we or oursubsidiaries were to become subject to the PRC laws and regulations,theserisks could result in material costs to ensure compliance,fines,materialchanges in our operations and/or the value o

39、f the securities we areregistering for sale,and/or could significantly limit or completely hinderour ability to offer or continue to offer securities to investors and causethe value of such securities to significantly decline or be worthless.See“Risk Factors Risks Related to Doing Business in the PR

40、C All of ouroperations are in HongKong.However,due to the long-arm application of the currentPRC laws and regulations,the PRC government may exercise significant directoversight and discretion over the conduct of the business of our subsidiaries and mayintervene or influence their operations,which c

41、ould result in a material change inthe operations of our Operating Subsidiaries and/or the value of Happy Citys ClassA Ordinary Shares.Our subsidiaries in Hong Kong may be subject to laws andregulations of Mainland China,which may impact our ability to operate profitably andresult in a material nega

42、tive impact on our operations and/or the value of our ClassA Ordinary Shares.Furthermore,the changes in the policies,regulations,rules andthe enforcement of laws of Mainland China may also occur quickly with little advancenotice and our assertions and beliefs of the risk imposed by the Mainland Chin

43、a legaland regulatory system cannot be certain”on page 18;and“Risk FactorsRisksRelated to Doing Business in the PRCIf the PRC government chooses to extend theoversight and control over offerings that are conducted overseas and/or foreigninvestment in Mainland China-based issuers to HongKong-based is

44、suers,such actionmay significantly limit or completely hinder our ability to offer or continue tooffer Class A Ordinary Shares to investors and cause the value of our Class AOrdinary Shares to significantly decline or be worthless”on page 24.We are aware that,the PRC government initiated a series of

45、 regulatory actions andstatements to regulate business operations in certain areas in China,includingcracking down on illegal activities in the securities market,enhancing supervisionover China-based companies listed overseas using a variable interest entitystructure,adopting new measures to extend

46、the scope of cybersecurity reviews,andexpanding the efforts in anti-monopoly enforcement.See“ProspectusSummaryRegulatory Development in the PRC”beginning on page10.On August20,2021,the 30thmeeting of the Standing Committee of the 13th NationalPeoples Congress voted and passed the“Personal Informatio

47、n Protection Law of thePeoples Republic of China”,or“PRC Personal Information Protection Law”,whichbecame effective on November1,2021.The PRC Personal Information Protection Law Table of Contentsapplies to the processing of personal information of natural persons within theterritory of Mainland Chin

48、a that is carried out outside of Mainland China where(1)such processing is for the purpose of providing products or services for naturalpersons within Mainland China,(2)such processing is to analyze or evaluate thebehavior of natural persons within Mainland China,or(3)there are any othercircumstance

49、s stipulated by related laws and administrative regulations.OnDecember24,2021,the China Securities Regulatory Commission(“CSRC”),togetherwith other relevant government authorities in Mainland China issued the Provisions ofthe State Council on the Administration of Overseas Securities Offering and Li

50、stingby Domestic Companies(Draft for Comments)and the Measures for the Filing ofOverseas Securities Offering and Listing by Domestic Companies(Draft for Comments)(“Draft Overseas Listing Regulations”).The Draft Overseas Listing Regulationsrequire that a Mainland China domestic enterprise seeking to

51、issue and list itsshares overseas(“Overseas Issuance and Listing”)shall complete the filingprocedures of and submit the relevant information to the CSRC.The Overseas Issuanceand Listing include direct and indirect issuance and listing.Where an enterprisewhose principal business activities are conduc

52、ted in Mainland China seeks to issueand list its shares in the name of an overseas enterprise(“Overseas Issuer”)on thebasis of the equity,assets,income or other similar rights and interests of therelevant Mainland China domestic enterprise,such activities shall be deemed anindirect overseas issuance

53、 and listing(“Indirect Overseas Issuance and Listing”)under the Draft Overseas Listing Regulations.OnDecember28,2021,the CyberspaceAdministration of China(the“CAC”)jointly with the relevant authorities formallypublished the Measures for Cybersecurity Review(2021)which took effect onFebruary 15,2022

54、and replaced the former Measures for Cybersecurity Review(2020)issued on July 10,2021.The Measures for Cybersecurity Review(2021)provide that operators of critical information infrastructure purchasingnetwork products and services,and online platform operators carrying out dataprocessing activities

55、that affect or may affect national security(together with theoperators of critical information infrastructure,the“Operators”),shall conduct acybersecurity review and that any online platform operator who controls more than onemillion users personal information must go through a cybersecurity review

56、by thecybersecurity review office if it seeks to be listed in a foreign country.On February 17,2023,the CSRC released the Trial Administrative Measures ofOverseas Securities Offering and Listing by Domestic Companies,or the TrialAdministrative Measures,and five supporting guidelines,which came into

57、effect onMarch31,2023.The Trial Administrative Measures further stipulate the rules andrequirements for overseas offering and listing conducted by PRC domestic companies.The Trial Administrative Measures further clarified and emphasized that thecomprehensive determination of the“indirect overseas of

58、fering and listing by PRCdomestic companies”shall comply with the principle of“substance over form”andparticularly,an issuer will be required to go through the filing procedures underthe Trial Administrative Measures if the following criteria are met at the same time:a)50%or more of the issuers oper

59、ating revenue,total profits,total assets or netassets as documented in its audited consolidated financial statements for the mostrecent accounting year are accounted for by PRC domestic companies,and b)the mainparts of the issuers business activities are conducted in mainland China,or itsmain places

60、 of business are located in Mainland China,or the senior managers incharge of its business operation and management are mostly Chinese citizens ordomiciled in Mainland China.Furthermore,the Trial Administrative Measures and itssupporting guidelines provide a negative list of types of issuers banned

61、from listingoverseas,the issuers obligation to comply with national security measures and thepersonal data protection laws,and certain other matters such as the requirementsthat an issuer(i)file with the CSRC within threebusinessdays after it submitsan application for initial public offering to the

62、competent overseas regulator and(ii)file subsequent reports with the CSRC on material events,including change ofcontrol and voluntary or forced delisting,after its overseas offering and listing.As advised by our PRC Counsel,China Commercial Law Firm,as of the date of thisprospectus,on the basis that

63、:(i)we do not,directly or indirectly,own or controlany entity or subsidiary in Mainland China,nor is it controlled by any MainlandChinese company or individual directly or indirectly;(ii)we and our subsidiariesdo not have any operations in Mainland China;(iii)we do not have or intend to setup any su

64、bsidiary or enter into any contractual arrangements to establish a variableinterest entity structure with any entity in Mainland China;(iv)we areheadquartered in Hong Kong with our officers and all members of the board ofdirectors based in HongKong and all of our revenues and profits are generated b

65、your subsidiaries in Hong Kong and we and our subsidiaries have not generatedrevenues or profits from Mainland China in the most recent accounting year accountsfor more than 50%of the corresponding figure in ours audited consolidated financialstatements for the same period;(v)although our HongKong O

66、perating Subsidiariesmay collect and store certain data(including certain personal information)from ourclients,some of whom may be individuals in Mainland China,in connection with ourbusiness and operations,we and our subsidiaries will not be deemed to be an“Operator”or a“data processor”that are req

67、uired to file for cybersecurityreview by the CAC before listing in the UnitedStates,given that:(a)as of date ofthis prospectus,our Operating Subsidiaries Table of Contentshave in aggregate collected and stored the personal information of less than onethousand individuals in Mainland China and we hav

68、e acquired the clients separateconsents for collecting and storing of their personal information and data;(b)wedo not place any reliance on collection and processing of any personal information tomaintain our business operation;(c)data processed in our business should not havea bearing on national s

69、ecurity nor affect or may affect national security;(d)allof the data our Operating Subsidiaries have collected is stored in servers located inHong Kong;and(e)as of the date of this prospectus,neither of our OperatingSubsidiaries have been informed by any PRC governmental authority of being classifie

70、das an“Operator”or a“data processor”that is subject to CAC cybersecurity reviewor a CSRC review;and(v)pursuant to the Basic Law of the Hong Kong SpecialAdministrative Region of the PRC,or the Basic Law,PRC laws and regulations shallnot be applied in HongKong except for those listed in AnnexIII of th

71、e Basic Law(which is confined to laws relating to national defense,foreign affairs and othermatters that are not within the scope of autonomy).As advised by our PRC Counsel,China Commercial Law Firm,neither we nor oursubsidiaries are subject to Trial Administrative Measures,and neither we nor oursub

72、sidiaries are currently required to obtain any permission or approval from the PRCauthorities,including the CSRC and CAC,to operate our business and offer thesecurities being registered to foreign investors.Therefore,no application to obtainpermission or approval from the PRC authorities is required

73、 and no permissions orapprovals have been denied as of the date of this prospectus.However,as further advised by our PRC Counsel,China Commercial Law Firm,sincethese laws,regulations and regulatory actions are new,it is highly uncertain howsoon the legislative or administrative regulation making bod

74、ies will respond and whatexisting or new laws or regulations or detailed implementations and interpretationswill be modified or promulgated,if any.It is also highly uncertain what thepotential impact such modified or new laws and regulations will have on our OperatingSubsidiaries daily business oper

75、ation and the listing of our Class A OrdinaryShares on the UnitedStates or other foreign exchanges.As the Trial AdministrativeMeasures was newly promulgated,its interpretation,application and enforcementremain unclear and there also remains significant uncertainty as to the enactment,interpretation

76、and implementation of other regulatory requirements related tooverseas securities offerings and other capital markets activities.If TrialAdministrative Measures become applicable to us or our Operating Subsidiaries inHong Kong,or if we or our Operating Subsidiaries is subject to cybersecurityreview,

77、or if the Measures for Cybersecurity Review(2021)or the PRC PersonalInformation Protection Law become applicable to our Operating Subsidiaries inHongKong,the business operation of our Operating Subsidiaries and the listing ofour Class A Ordinary Shares in the UnitedStates could be subject to the CAC

78、 or theCSRC review in the future.If the applicable laws,regulations,or interpretations change and our OperatingSubsidiaries become subject to the CAC or CSRC review,we cannot assure you that ourOperating Subsidiaries will be able to comply with the regulatory requirements in allrespects and our curr

79、ent practice of collecting and processing personal informationmay be ordered to be rectified or terminated by regulatory authorities.If we wererequired to obtain such permissions or approvals in the future in connection with thelisting or continued listing of our securities on a stock exchange outsi

80、de of thePRC,it is uncertain how long it will take for us to obtain such approval,and,evenif we obtain such approval,the approval could be rescinded.Any failure to obtain ora delay in obtaining the necessary permissions from the PRC authorities to conductofferings or list outside of the PRC may subj

81、ect us to sanctions imposed by the PRCregulatory authorities,which could include fines and penalties,proceedings againstus,and other forms of sanctions,and our ability to conduct our business,investinto the Mainland China as foreign investments or accept foreign investments,abilityto offer or contin

82、ue to offer Class A Ordinary Shares to investors or list on theU.S.or other overseas exchange may be restricted,and the value of our Class AOrdinary Shares may significantly decline or be worthless,our business,reputation,financial condition,and results of operations may be materially and adverselya

83、ffected.See“Risk FactorsRisks Relating to Doing Business in the PRCIfthe PRC government chooses to extend the oversight and control over offerings thatare conducted overseas and/or foreign investment in Mainland China-based issuers toHongKong-based issuers,such action may significantly limit or comp

84、letely hinderour ability to offer or continue to offer Class A Ordinary Shares to investors andcause the value of our Class A Ordinary Shares to significantly decline or beworthless.”on page 24.Our Class A Ordinary Shares may be prohibited from trading on a national exchange or“over-the-counter”mark

85、ets under the Holding Foreign Companies Accountable Act(the“HFCAA”)if the Public Company Accounting Oversight Board(“PCAOB”)determinesthat it is unable to inspect or fully investigate our auditor and as a result theexchange where our securities are traded may delist our securities.Furthermore,onJune

86、22,2021,the U.S.Senate passed the Accelerating Holding Foreign CompaniesAccountable Act(the“AHFCAA”),amending the HFCAA and requiring the Securities andExchange Commission(“SEC”)to prohibit an issuers securities from trading on Table of Contentsany U.S.stock exchange if its auditor is not subject to

87、 PCAOB inspections for twoconsecutiveyears instead of three consecutiveyears.Pursuant to the HFCAA,thePCAOB issued a Determination Report on December16,2021,which found that the PCAOBwas unable to inspect or investigate completely certain named registered publicaccounting firms headquartered in Main

88、land China and HongKong.Our auditor,AOGB CPA LIMITED,the independent registered public accounting firm thatissues the audit report included elsewhere in this prospectus,is headquartered atSuite 2501-3,Tesbury Centre,28 Queens Road East,Admiralty,Hong Kong,Hong Kongand registered with the PCAOB.Our a

89、uditor is subject to laws in the United Statespursuant to which the PCAOB conducts regular inspections to assess our auditorscompliance with the applicable professional standards.Our auditor is not affected byand not subject to the Determination Report announced by the PCAOB on December16,2021.On Au

90、gust 26,2022,the SEC issued a statement announcing that the PCAOBsigned a Statement of Protocol(“SOP”)with the CSRC and the Ministry of Finance ofthe PRC governing inspections and investigations of audit firms based in China andHongKong,jointly agreeing on the need for a framework.On December15,2022

91、,thePCAOB announced that it has secured complete access to inspect and investigateregistered public accounting firms headquartered in Mainland China and HongKong andvoted to vacate the previous 2021 Determination Report to the contrary.On December29,2022,the Consolidated Appropriations Act,2023(the“

92、CAA”)was signed into lawby President Biden.The CAA contained,among other things,an identical provision tothe AHFCAA,which reduces the number of consecutive non-inspection years required fortriggering the prohibitions under the HFCAA from three years to two.However,whether the PCAOB will continue to

93、be able to satisfactorily conductinspections of PCAOB-registered public accounting firms headquartered in MainlandChina and HongKong is subject to uncertainty and depends on a number of factors outof our,and our auditors,control.The PCAOB is continuing to demand completeaccess in mainland China and

94、HongKong moving forward and is already making plans toresume regular inspections in early 2023 and beyond,as well as to continue pursuingongoing investigations and initiate new investigations as needed.The PCAOB hasindicated that it will act immediately to consider the need to issue newdetermination

95、s with the HFCAA if needed.If the PCAOB in the future again determinesthat it is unable to inspect and investigate completely auditors in Mainland Chinaand HongKong,then the companies audited by those auditors would be subject to atrading prohibition on U.S.markets pursuant to the HFCAA and/or AHFCA

96、A.Theserecent developments could also add uncertainties to this Offering and we cannotassure you that the Nasdaq Capital Market or regulatory authorities would not applyadditional or more stringent criteria to us after considering the effectiveness ofour auditors audit procedures and quality control

97、 procedures,adequacy of personneland training,or sufficiency of resources,geographic reach or experience as itrelates to the audit of our financial statements.See“Risk Factors RisksRelated to Our Class A Ordinary Shares and This OfferingOur Class A OrdinaryShares may be prohibited from being traded

98、on a national exchange under the HoldingForeign Companies Accountable Act if the PCAOB is unable to inspect our auditors.Thedelisting of our Class A Ordinary Shares,or the threat of their being delisted,maymaterially and adversely affect the value of your investment.Furthermore,onJune22,2021,the U.S

99、.Senate passed the Accelerating Holding Foreign CompaniesAccountable Act,which was signed into law on December29,2022,amending the HFCAAto require the SEC to prohibit an issuers securities from trading on any U.S.stockexchanges if its auditor is not subject to PCAOB inspections for twoconsecutiveyea

100、rs instead of three.”on page 42.Happy City is a holding company incorporated in the BVI and relies on dividends andother distributions on equity paid by our subsidiaries for our cash and financingrequirements,including the funds necessary to pay dividends and other cashdistributions to our sharehold

101、ers and service any debt we may incur.If oursubsidiaries incur debt on its own behalf in the future,the instruments governingthe debt may restrict its ability to pay dividends or make other distributions toHappy City.Cash is transferred through our organization in the following manner:(i)funds are t

102、ransferred from Happy City,our holding company incorporated in BVI,to our Operating Subsidiaries,in the form of capital contributions or loans,as thecase may be;and(ii)dividends or other distributions may be paid by our OperatingSubsidiaries to Happy City.There are no restrictions or limitations on

103、our ability to distribute earnings fromour subsidiaries,including our subsidiaries in Hong Kong,to Happy City andshareholders and the U.S.investors,provided that the entity remains solvent aftersuch distribution.Subject to the BVI Act and our Memorandum and Articles ofAssociation,our board of direct

104、ors may authorize and declare a dividend toshareholders at such time and of such an amount as it thinks fit,if it is Table of Contentssatisfied,on reasonable grounds,that immediately following the dividend payment thevalue of our assets will exceed our liabilities and Happy City will be able to payo

105、ur debts as they become due.For the cash transfers between Happy City and theOperating Subsidiaries,and according to the BVI Act,a BVI company may makedividends distribution to the extent that immediately after the distribution,thevalue of the companys assets of exceeds its liabilities,and the compa

106、ny is able topay its debts as they fall due.According to the Companies Ordinance of HongKong,aHong Kong company may only make a distribution out of profits available fordistribution.If any of Happy Citys subsidiary incurs debt on its own behalf in thefuture,the instruments governing such debt may re

107、strict their ability to paydividends to Happy City.Other than the above,we have not adopted,nor do wemaintain,any cash management policies and procedures as of the date of thisprospectus.Additionally,as of the date of this prospectus,there are no further BVIor HongKong statutory restrictions on the

108、amount of funds which may be distributedby us by dividend.However,in the future,funds may not be available to fundoperations or for other use outside of HongKong,due to interventions in,or theimposition of restrictions and limitations on,our ability or on our subsidiariesability by the PRC governmen

109、t to transfer cash.Any limitation on the ability of oursubsidiaries to make payments to us could have a material adverse effect on ourability to conduct our business and might materially decrease the value of our ClassA Ordinary Shares or cause them to be worthless.Furthermore,as of the date of this

110、 prospectus,there are no restrictions orlimitations under the laws of Hong Kong imposed on the conversion of Hong Kongdollar into foreign currencies and the remittance of currencies out of HongKong,nor there is any restriction on foreign exchange to transfer cash between Happy Cityand its subsidiari

111、es,across borders and to U.S investors,nor there is anyrestrictions and limitations to distribute earnings from our business andsubsidiaries,to Happy City and U.S.investors and amounts owed.Furthermore,neither the Company,nor its subsidiaries,are subject to Enterprise Income Tax Lawof the PRC,nor th

112、ese law and regulations have any impact on our business,operationsor this Offering,since we conduct our operations solely in Hong Kong through ourOperating Subsidiaries incorporated in Hong Kong,without any operation,subsidiaryor VIE structure in Mainland China.However,the PRC government may,in the

113、future,impose restrictions or limitations on our ability to transfer money out ofHongKong,to distribute earnings and pay dividends to and from the other entitieswithin our organization,or to reinvest in our business outside of HongKong.Suchrestrictions and limitations,if imposed in the future,may de

114、lay or hinder theexpansion of our business to outside of HongKong and may affect our ability toreceive funds from our Operating Subsidiaries in HongKong.The promulgation of newlaws or regulations,or the new interpretation of existing laws and regulations,ineach case,that restrict or otherwise unfavo

115、rably impact the ability or way weconduct our business,could require us to change certain aspects of our business toensure compliance,which could decrease demand for our services,reduce revenues,increase costs,require us to obtain more licenses,permits,approvals orcertificates,or subject us to addit

116、ional liabilities.To the extent any new or morestringent measures are required to be implemented,our business,financial conditionand results of operations could be adversely affected and such measured couldmaterially decrease the value of our Class A Ordinary Shares,potentially renderingit worthless

117、.For a more detailed discussion of how the cash is transferred withinour organization,see“SummaryTransfers of cash to and from our subsidiary”,“Risk FactorsRisks related to our corporate structureWe rely on dividendsand other distributions on equity paid by our subsidiaries to fund any cash andfinan

118、cing requirements we may have.In the future,funds may not be available to fundoperations or for other uses outside of HongKong,due to interventions in,or theimposition of restrictions and limitations on,our ability or our subsidiary by thePRC government to transfer cash.Any limitation on the ability

119、 of our subsidiaries tomake payments to us could have a material adverse effect on our ability to conductour business and might materially decrease the value of our Class A Ordinary Sharesor cause them to be worthless.”on page 5 and 37 and our consolidated financialstatements and related notes inclu

120、ded elsewhere in this prospectus.Happy City,our BVI holding company,since its incorporation,has not declared ormade any dividend or other distribution to its shareholders,includingU.S.investors,in the past,nor have any dividends or distributions been made byour subsidiaries to the BVI holding compan

121、y.Furthermore,no payments of any kind(including transfers,capital contributions and loans)have been made between HappyCity and its subsidiaries,or by its subsidiaries to Happy City.For FY 2024 andFY2023,our Operating Subsidiaries have not declared any dividends to its thenshareholders,before the inc

122、orporation of Happy City.We do not have any present plan to declare or pay any dividends on our OrdinaryShares in the foreseeable future.We currently intend to retain all available fundsand future earnings,if any,for the operation and expansion of our business and donot anticipate declaring or payin

123、g any dividends in the foreseeable future.Anyfuture determination Table of Contentsrelated to our dividend policy will be made at the discretion of our board ofdirectors after considering our financial condition,results of operations,capitalrequirements,contractual requirements,business prospects an

124、d other factors theboard of directors deems relevant,and subject to the restrictions contained in anyfuture financing instruments.See“Dividend Policy”for further details.Per Share Total(4)Offering price(1)US$6.00 US$6,000,000Underwriting discounts(2)US$0.42 US$420,000Proceeds to the company before e

125、xpenses(3)US$5.58 US$5,580,000_(1)Offering price per share is assumed as US$6.00,which is the midpoint of the range set forthon the cover page of this prospectus.(2)We have agreed to pay the underwriters a discount equal to 7%of the gross proceeds of theOffering.For a description of the other compen

126、sation to be received by the underwriters,see“Underwriting”beginning on page 126.(3)Excludes fees and expenses payable to the underwriters.(4)Assumes that the underwriters do not exercise any portion of their over-allotment option.Neither the U.S.Securities and Exchange Commission nor any statesecur

127、ities commission nor any other regulatory body has approved ordisapproved of these securities or determined if this prospectus istruthful or complete.Any representation to the contrary is a criminaloffense.This Offering is being conducted on a firm commitment basis.The underwriters areobligated to t

128、ake and pay for all of the shares offered by the Company if any suchshares are taken.We have granted the underwriters an option,exercisable one or moretimes in whole or in part,to purchase up to 150,000 additional Class A OrdinaryShares from us at the offering price,less underwriting discounts,withi

129、n 45daysafter the closing of this Offering to cover over-allotments,if any.If theunderwriters exercise the option in full,assuming the offering price per share isUS$6.00,the total underwriting discounts payable will be US$483,000 and the totalproceeds to us,before expenses,will be US$6,417,000.We ex

130、pect our total cash expenses for this Offering to be approximately US$1,454,535,including expenses payable to the underwriters for their reasonable out-of-pocketexpenses and non-accountable expense allowance,exclusive of the above discounts.If we complete this Offering,net proceeds will be delivered

131、 to us on the closingdate.The underwriters expect to deliver the Class A Ordinary Shares against payment as setforth under“Underwriting”on or about,2025.Pacific Century Securities,LLCThe date of this prospectus is,2025 Table of ContentsTABLE OF CONTENTS PagePROSPECTUS SUMMARY 1RISK FACTORS 18SPECIAL

132、 NOTES REGARDING FORWARD-LOOKING STATEMENTS 51USE OF PROCEEDS 52DIVIDEND POLICY 53CAPITALIZATION 54DILUTION 55CORPORATE HISTORY AND STRUCTURE 57MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS 60INDUSTRY 70BUSINESS 74REGULATIONS 85MANAGEMENT 95RELATED PARTY TRANSAC

133、TIONS 102PRINCIPAL SHAREHOLDERS 103DESCRIPTION OF SHARES 105SHARES ELIGIBLE FOR FUTURE SALE 114TAXATION 116ENFORCEABILITY OF CIVIL LIABILITIES 124UNDERWRITING 126EXPENSES RELATING TO THIS OFFERING 133LEGAL MATTERS 134EXPERTS 134WHERE YOU CAN FIND ADDITIONAL INFORMATION 134INDEX TO CONSOLIDATED FINAN

134、CIAL STATEMENTS F-1We and the underwriters have not authorized anyone to provide any information or tomake any representations other than those contained in this prospectus or in any freewriting prospectuses prepared by us or on our behalf or to which we have referredyou.We and the underwriters take

135、 no responsibility for,and can provide no assuranceas to the reliability of,any other information that others may give you.Thisprospectus is an offer to sell only the Class A Ordinary Shares offered hereby,butonly under circumstances and in jurisdictions where it is lawful to do so.We and theunderwr

136、iters are not making an offer to sell these securities in any jurisdictionwhere the offer or sale is not permitted or where the person making the offer or saleis not qualified to do so or to any person to whom it is not permitted to make suchoffer or sale.For the avoidance of doubt,no offer or invit

137、ation to subscribe forClass A Ordinary Shares is made to the public in the BVI.You should not rely uponany information about us that is not contained in this prospectus or in one of ourpublic reports filed with the U.S.Securities and Exchange Commission(“SEC”)andincorporated into this prospectus.The

138、 information in this registration statement isnot complete and is subject to change.No person should rely on the informationcontained in this document for any purpose other than participating in our proposedOffering,and only the prospectus dated hereof,is authorized by us to be used inconnection wit

139、h our proposed Offering.Our business,financial condition,results ofoperations,and prospects may have changed since that date.Neither we nor the underwriter have taken any action to permit a public offering ofthe Class A Ordinary Shares outside the UnitedStates or to permit the possession ordistribut

140、ion of this prospectus or any filedfree-writingprospectus outside theUnitedStates.Persons outside the UnitedStates who come into possession of thisprospectus or any filed free writing prospectus must inform themselves about andobserve any restrictions relating to theOfferingof the Class A Ordinary S

141、hares andthe distribution of this prospectus or any filedfree-writingprospectus outside theUnitedStates.Through and including _,2025(the 25thday after the date of thisprospectus),all dealers effecting transactions in these securities,whether or not participating in thisOffering,may be required to de

142、livera prospectus.This is in addition to a dealers obligation to deliver aprospectus when acting as an underwriter and with respect to an unsoldallotment or subscription.iTable of ContentsPROSPECTUS SUMMARYThis summary highlights information contained in greater detail elsewhere in thisprospectus.Th

143、is summary is not complete and does not contain all of theinformation you should consider in making your investment decision.You should readthe entire prospectus carefully before making an investment in our Class A OrdinaryShares.You should carefully consider,among other things,our consolidatedfinan

144、cial statements and the related notes and the sections entitled“RiskFactors”and“Managements Discussion and Analysis of Financial Condition andResults of Operations”included elsewhere in this prospectus.Prospectus ConventionsExcept where the context otherwise requires and for purposes of this prospec

145、tusonly,references to:“Memorandum and Articles of Association”are to the amended and restatedmemorandum and articles of association of the Company adopted on March 4,2025 and filed with the Registrar of Company Affairs of the British VirginIslands on March 11,2025;“BCA”or“BVI Act”are to the BVI Busi

146、ness Companies Act,2020(asamended);“BVI”are to the British Virgin Islands;“CAGR”refers to compounded annual growth rate,the year-on-year growthrate over a specific period of time;“Class A Ordinary Shares”refers to the Class A ordinary shares of HappyCity(as defined below)of no par value;“Class B Ord

147、inary Shares”refers to the Class B ordinary shares of HappyCity(as defined below)of no par value;“Controlling Shareholder”refers to Happy City Group Limited,a companyincorporated under the laws of British Virgin Islands;“Frost&Sullivan Industry Information Sheet”or“Industry InformationSheet”refer to

148、 the industry information sheet commissioned by us andprepared by Frost&Sullivan International Limited,or“Frost&Sullivan,”an independent research firm,titled“Frost&SullivanIndustry Information Sheet”,to provide information regarding ourindustry and our market position in HongKong;“FY2024”and“FY2023”

149、refer to fiscal year ended August31,2024 and2023,respectively;“Happy City”and“Company”refer to Happy City Holdings Limited,BVIbusiness company with limited liability incorporated under the laws ofBVI,and the holding company of our businesses;“HongKong dollar(s)”,“HKD”,or“HK$”refer to the legal curre

150、ncyof HongKong;“Hong Kong”or“HK SAR”refers to the Hong Kong SpecialAdministrative Region of the Peoples Republic of China;“ExchangeAct”are to the Securities ExchangeActof1934;“Mainland China”are to the mainland of the Peoples Republic of China;excluding Taiwan,HongKong and the Macau Special Administ

151、rative Regionsof the Peoples Republic of China for the purposes of this prospectusonly;“Operating Subsidiaries”are to A-One President Limited,Topwell GoldLimited,and Million Great International Limited,the direct wholly-ownedsubsidiaries of Happy City;“Ordinary Shares”refers to Class A and Class B O

152、rdinary Shares;“PRC”refer to the Peoples Republic of China,including HongKong andthe Macau Special Administrative Regions of the Peoples Republic ofChina;1Table of Contents“PRC government”are to the government and governmental authorities ofMainland China for the purposes of this prospectus only;“SE

153、C”refers to the UnitedStates Securities and Exchange Commission;“US$”,“$”,“dollars”or“U.S.dollars”are to the legal currencyof the UnitedStates;“U.S.”,or“UnitedStates”refers to the UnitedStates of America;“U.S.GAAP”are to generally accepted accounting principles in theUnitedStates;“we,”“us,”“our,”and

154、“Group”are to Happy City Holdings Limited,the BVI holding company that will issue the Class A Ordinary Shares beingoffered,and its subsidiaries.Happy City is a holding company that does not have any material operations of itsown,with its operations conducted in HongKong through its Operating Subsidi

155、aries,using Hong Kong dollars.The reporting currency of Operating Subsidiaries isHong Kong dollars.This prospectus contains translations of certain foreigncurrency amounts into U.S.dollars for the convenience of the reader.The assetsand liabilities are translated into U.S.dollars from HongKong dolla

156、rs at theyear-end exchange rate.Its revenues and expenses are translated at the averageexchange rate during the year.Capital accounts are translated at their historicalexchange rates when the capital transactions occurred.The year-end and year-average exchange rates are as follows:August31,2024 2023

157、 Year-end Year-average Year-end Year-averageU.S.dollars:HongKongdollars 7.7975 7.8173 7.8425 7.8356We have made rounding adjustments to some of the figures included in thisprospectus.Accordingly,numerical figures shown as totals in some tables may notbe an arithmetic aggregation of the figures that

158、preceded them.This prospectus contains information derived from various public sources andcertain information from an industry information sheet commissioned by us andprepared by Frost&Sullivan,a third-partyindustry research firm,to provideinformation regarding our industry and market position.Indus

159、try publications,research,surveys,studies,and forecasts generally state that the information theycontain has been obtained from sources believed to be reliable,but that theaccuracy and completeness of such information is not guaranteed.Industry data,projections and estimates are subject to inherent

160、uncertainty as they necessarilyrequire certain assumptions and judgments.If any one or more of the assumptionsunderlying the market data turns out to be incorrect,actual results may differfrom the projections based on these assumptions.Neither we,the Underwriters norany other party involved in this

161、offering has independently verified suchinformation.Forecasts and other forward-lookinginformation obtained from thesesources are subject to the same qualifications and uncertainties as the otherforward-lookingstatements in this prospectus,and to risks due to a variety offactors,including those desc

162、ribed under“Risk Factors.”These and other factorscould cause results to differ materially from those expressed in these forecastsand other forward-lookinginformationOverviewHeadquartered in HongKong,we are a restaurant operator that operates three all-you-can-eat hotpot restaurant through our wholly

163、-owned Operating Subsidiaries inHong Kong.We have been in the restaurant services industry serving the Hong Kongmarket for over 5 years,which is a relatively short operating history compared tosome of our established competitors.Our restaurants serves all-you-can-eat Thaiand Japanese hotpot to our c

164、ustomers under the brand names“Thai Pot(泰金鍋)”and“Gyu!Gyu!Shabu Shabu(牛牛殿堂日式火鍋放題)”.As of the date of this prospectus,we operate three restaurants located in Tsuen Wan District in the New Territories,Mong Kok District in Kowloon,and North Point District in Hong Kong Island.For the years ended August 3

165、1,2024 and 2023,our revenue is generated fromproviding food and beverage to customers in our restaurants located in North Point,Mong Kok and Tsuen Wan.Our revenue increased by US$1,540,734 or 22.8%,fromUS$6,754,350 for the year ended August31,2023 to US$8,295,084 for the year endedAugust31,2024.Such

166、 increase was mainly attributable to the increase in customerdemand as a result of the lifting of pandemic2Table of Contentsmeasures,in particular,the dine-in restrictions in catering business premises andother social distancing measures imposed by the HongKong government,which broughtour restaurant

167、s back to normal business operation for the year ended August31,2024 and the upward adjustment in our selling price of our food in August2023.We reported net income of US$1,319,697 for the year ended August31,2024 and netloss of US$1,085,777 for the year ended August31,2023.As of August31,2024 and20

168、23,we had secured and guaranteed bank borrowings of US$3,477,875 andUS$2,231,233,respectively,of which US$1,998,494 and US$542,963,respectively,were due on demand within one year and classified as current portion ofliabilities.As of August31,2024 and 2023,we had amount due to a director ofUS$357,584

169、 and US$84,157,respectively.In the Companys audited financials for the years ended August 31,2024 and 2023,the Companys independent registered public accounting firm has expressedsubstantial doubt about our ability to continue as a going concern.As ofAugust 31,2024 and 2023,we had net current liabil

170、ities of US$918,271 andUS$2,475,571,respectively.This circumstance gave rise to substantial doubt thatwe would continue as a going concern subsequent to August31,2024.In assessingour liquidity,we monitor and evaluate our cash and cash equivalent and ouroperating and capital expenditure commitments.O

171、ur liquidity needs are to meet ourworking capital requirements,operating expenses and capital expenditureobligations.As of August 31,2024 and 2023,although we had net currentliabilities in an amount of US$918,271 and US$2,475,571,respectively,we generateda positive cash flow from our operating activ

172、ities in an amount of US$1,265,009 forthe year ended August31,2024.To sustain our ability to support our operatingactivities,we considered supplementing the sources of funding through seekingfinancing via public offering by the sales of shares of the Companys OrdinaryShares.Based on the above consid

173、erations,we believe that we have sufficient fundsto meet our operating and capital expenditure needs and obligations in the next12months.Competitive StrengthsWe believe that the following competitive strengths differentiate us from ourcompetitors:We have a unique brand image that is recognised in Ho

174、ngKong.Our restaurants are strategically situated in various prime locations inHongKong.We are committed to provide safe,fresh,and quality food ingredient toour customers.We have established and stable relationship with our major suppliers.Our management team are highly experienced in the catering i

175、ndustry andrestaurant managementCorporate History and StructureHappy City Holdings Limited is a holding company with no operations of its own.Weconduct our business in HongKong through,A-One President Limited,Topwell GoldLimited,and Million Great International Limited,our Operating Subsidiaries inHo

176、ngKong.The Class A Ordinary Shares offered in this prospectus are those ofHappy City Holdings Limited.Happy City Holdings Limited was incorporated as a BVI business company with limitedliability on July 4,2024 under the laws of the BVI.In connection with theincorporation,on the same date of its inco

177、rporation,Happy City Holdings Limitedissued a total of 1 share of its ordinary shares to its sole shareholder,HappyCity Group Limited,at the consideration of US$1.On August 14,2024,the Companyeffectuated a share split of its issued and outstanding shares at a ratio of4,000,000 for one(the“1st Share

178、Split”),so that there were 4,000,000 ordinaryshares issued and outstanding post-1st Share Split.On the same date of its 1stShare Split,the Company issued 2,000,000 ordinary shares in aggregate to six(6)shareholders,at the consideration of US$750,000 in aggregate.On September 13,2024,the Company effe

179、ctuated a further share split of its issued and outstandingshares at a ratio of 3 for one(the“2nd Share Split”,together with 1st ShareSplit,the“Share Split”),so that there were 18,000,000 ordinary shares issuedand outstanding post-Share Split.From a British Virgin Islands legal perspective,the Share

180、 Split does not have any retroactive effect on our shares prior to theeffective date.3Table of ContentsOn March 4,2025,the Companys shareholders resolved to reclassify the Companysauthorized share capital from unlimited number of shares without par value intounlimited number of Class A Ordinary Shar

181、es,each having one(1)vote per share andClass B Ordinary Shares without par value,each having 20 votes per share(the“Share Redesignation”).Pursuant to the Share Redesignation,the 18,000,000authorized and issued shares held by the nine shareholders were redesignated into6,000,000 Class A Ordinary Shar

182、es and 12,000,000 Class B Ordinary Shares inaggregate,that the issued shares of 750,000 ordinary shares each,held by GainBest Investments Limited,Plenty Partner Enterprises Limited,Prime KingdomDevelopment Limited,Winning Consultants Limited,World Power Holdings Limited,CXQD International Limited,Kw

183、ong Yiu,Mak,and Wing Sum,Ho,are redesignated into750,000 Class A Ordinary Shares each,and the issued shares of 12,000,000 ordinaryshares held by Happy City Group Limited are redesignated into 12,000,000 Class BOrdinary Shares.All references to Class A and Class B Ordinary Shares,share data,per share

184、 data,and related information have been retroactively adjusted,where applicable,in thisprospectus to reflect the Share Split and Share Redesignation,as if these eventshad occurred at the beginning of the earliest period presented.Corporate StructureAs of the date of this prospectus,Happy City is aut

185、horized by its Amended andRestated Memorandum and Articles of Association to allot unlimited number of ClassA Ordinary Shares and unlimited number of Class B Ordinary Shares,of which6,000,000 Class A Ordinary Shares and 12,000,000 Class B Ordinary Shares are issuedand outstanding.Happy City Holdings

186、 Limiteds issued share capital is a dual-class structureconsisting of Class A Ordinary Shares and Class B Ordinary Shares.Class A OrdinaryShares are the only class of Ordinary Shares being offered in this Offering.Eachof the Class A Ordinary Shares has one vote per share,while each of the Class BOrd

187、inary Shares has twenty(20)votes per share.Each Class B Ordinary Share isconvertible into one(1)Class A Ordinary Share at any time at the option of theholder thereof but Class A Ordinary Shares are not convertible into Class BOrdinary Shares.We are offering 1,000,000 Class A Ordinary Shares,represen

188、ting 14.29%of the ClassA Ordinary Shares issued and outstanding following completion of the Offering,assuming the underwriter do not exercise the over-allotment option.Following thisOffering,assuming that the underwriters do not exercise their over-allotmentoption,14.29%of the Class A Ordinary Share

189、s of the Company will be held by publicshareholders.The following diagram illustrates our corporate structure,including oursubsidiaries and consolidated affiliated entities,as of the date of thisprospectus and after giving effect to our initial public offering(assuming noexercise of the over-allotme

190、nt option by the underwriters):_(1)Happy City Group Limited,a company incorporated in the BVI as a limited liability company,is an investment holding company which is owned as to 51%,12%,25%and 12%by JantinInvestments Group Limited,Po Yuk,Yeung,Un Si,Hoi and Wai Bun,Mui,respectively.SukYee,Kwan and

191、Tak Shing,Lam owns 70%and 30%equity interest in Jantin Investments4Table of ContentsGroup Limited.Ms.Kwan is the spouse of Mr.Lam.Happy City Group Limited holds votingand/or dispositive power over 12,000,000Class B Ordinary Shares as of the date of thisprospectus.The principal business address of Ha

192、ppy City Group Limited is Vistra CorporateServices Centre,Wickhams CayII,Road Town,British Virgin Islands VG1110.(2)Other existing shareholders(8 in total)consist of the following:a.Gain Best Investments Limited,a company incorporated in Samoa as a limited liabilitycompany,is an investment holding c

193、ompany which is 100%owned by Kuang Chun,Chu,whoholds voting and/or dispositive power over the 750,000 Class A Ordinary Shares held byGain Best Investments Limited.b.Plenty Partner Enterprises Limited,a business company formed in the British VirginIslands as a limited liability company,is an investme

194、nt holding company which is 100%owned by Sik Chiu,Ng,who holds voting and/or dispositive power over the 750,000 ClassA Ordinary Shares held by Plenty Partner Enterprises Limited.c.Prime Kingdom Development Limited,a business company formed in the British VirginIslands as a limited liability company,

195、is an investment holding company which is 100%owned by Lai Ki,Leung,who holds voting and/or dispositive power over the 750,000Class A Ordinary Shares held by Prime Kingdom Development Limited.d.Winning Consultants Limited,a company incorporated in Hong Kong as a limited liabilitycompany,is an invest

196、ment holding company which is 100%owned by Guanghui,Mai,whoholds voting and/or dispositive power over the 750,000 Class A Ordinary Shares held byWinning Consultants Limited.e.World Power Holdings Limited,a company incorporated in Hong Kong as a limitedliability company,is an investment holding compa

197、ny which is 100%owned by Pak Kuen,Kwok,who holds voting and/or dispositive power over the 750,000 Class A OrdinaryShares held by World Power Holdings Limited.f.CXQD International Limited,a company incorporated in Hong Kong as a limited liabilitycompany,is an investment holding company which is 100%o

198、wned by Jiahui,Lin,who holdsvoting and/or dispositive power over the 750,000 Class A Ordinary Shares held by CXQDInternational Limited.g.Kwong Yiu,Mak,an individual,holds voting and/or dispositive power over 750,000 ClassA Ordinary Shares as of the date of this prospectus.h.Wing Sum,Ho,an individual

199、,holds voting and/or dispositive power over 750,000 Class AOrdinary Shares as of the date of this prospectus.Our SubsidiariesA-One President Limited was incorporated on January24,2020,under the laws ofHongKong.A-One President Limited is a wholly owned subsidiary of Happy City andis one of our operat

200、ing entities.Topwell Gold Limited was incorporated on October 18,2019,under the laws ofHongKong.Topwell Gold Limited is a wholly owned subsidiary of Happy City and isone of our operating entities.Million Great International Limited was incorporated on June18,2022,under thelaws of HongKong.Million Gr

201、eat International Limited is a wholly owned subsidiaryof Happy City and is one of our operating entities.Happy City Ventures Pte.Ltd.(“Happy City Singapore”)was incorporated on August29,2024,under the laws of Singapore.Happy City Singapore is a wholly ownedsubsidiary of Happy City,for the purpose of

202、 establishing its presence and tappinginto the hotpot industry in Singapore.Since its incorporation,Happy CitySingapore has not had any operation.East Harmony Limited was incorporated on June 26,2024,under the laws ofHongKong.East Harmony Limited is a wholly owned subsidiary of Happy City and hasnot

203、 had any operation since its incorporation.Asia Virtue Limited was incorporated on April 22,2024,under the laws ofHongKong.Asia Virtue Limited is a wholly owned subsidiary of Happy City and hasnot had any operation since its incorporation.Transfers of Cash to and from our SubsidiariesHappy City Hold

204、ings Limited is a holding company with no operations of its own.Itconducts its operation in HongKong through its Operating Subsidiaries.Happy CityHoldings Limited relies on dividends or payments to be paid by its OperatingSubsidiaries to fund its cash and financing requirements,including the fundsne

205、cessary to pay dividends and other cash distributions to our shareholders andU.S.investors,to service any debt we may incur and to pay our operating expenses.Cash is transferred through our organization in the following manner:(i)funds aretransferred from Happy City,our holding company incorporated

206、in BVI,to ourOperating Subsidiaries,in the form of capital contributions or loans,as the casemay be;and(ii)dividends or other distributions may be paid by our OperatingSubsidiaries to Happy City.There are no restrictions or limitations on our ability to distribute earnings fromour subsidiaries,inclu

207、ding our subsidiaries in Hong Kong,to Happy City andshareholders and the U.S.investors,provided that the entity remains solvent aftersuch distribution.Subject to the BVI Act and our Memorandum and Articles ofAssociation,our board5Table of Contentsof directors may authorize and declare a dividend to

208、shareholders at such time andof such an amount as it thinks fit,if it is satisfied,on reasonable grounds,thatimmediately following the dividend payment the value of our assets will exceed ourliabilities and Happy City will be able to pay our debts as they become due.For the cash transfers between Ha

209、ppy City and the Operating Subsidiaries,andaccording to the BVI Act,a BVI company may make dividends distribution to theextent that immediately after the distribution,the value of the companys assetsof exceeds its liabilities,and the company is able to pay its debts as they falldue.According to the

210、Companies Ordinance of HongKong,a HongKong company mayonly make a distribution out of profits available for distribution.If any of HappyCitys subsidiary incurs debt on its own behalf in the future,the instrumentsgoverning such debt may restrict their ability to pay dividends to Happy City.Asof the d

211、ate of this prospectus,there are no further BVI or HongKong statutoryrestrictions on the amount of funds which may be distributed by us by dividend.Under the current practice of the Inland Revenue Department of HongKong,no tax ispayable in HongKong in respect of dividends paid by us.There are no res

212、trictions on foreign exchange and there are no limitations on theabilities of Happy City to transfer cash to or from Operating Subsidiaries,or toinvestors under HongKong law.There are no restrictions or limitations under thelaws of HongKong imposed on the conversion of HK dollar into foreign currenc

213、iesand the remittance of currencies out of HongKong,nor there is any restriction onforeign exchange to transfer cash between Happy City and its subsidiaries,acrossborders and to U.S investors,nor there is any restrictions and limitations todistribute earnings from our business and subsidiaries to Ha

214、ppy City andU.S.investors and amounts owed.Since the only transfer of cash among Happy Cityand Operating Subsidiaries were in the form of dividends and there are nolimitations on the abilities of Happy City to transfer cash to or from itssubsidiaries or to investors under HongKong law,Happy City has

215、 not establishedcash management policies that dictate how funds are transferred.However,in the future,funds may not be available to fund operations or for otheruse outside of Hong Kong,due to interventions in,or the imposition ofrestrictions and limitations on,our ability or on our subsidiarys abili

216、ty by thePRC government to transfer cash.Any limitation on the ability of our subsidiary tomake payments to us could have a material adverse effect on our ability to conductour business and might materially decrease the value of our Class A Ordinary Sharesor cause them to be worthless.The PRC govern

217、ment may,in the future,imposerestrictions or limitations on our ability to transfer money out of HongKong,todistribute earnings and pay dividends to and from the other entities within ourorganization,or to reinvest in our business outside of Hong Kong.Suchrestrictions and limitations,if imposed in t

218、he future,may delay or hinder theexpansion of our business to outside of HongKong and may affect our ability toreceive funds from our Operating Subsidiary in HongKong.The promulgation of newlaws or regulations,or the new interpretation of existing laws and regulations,ineach case,that restrict or ot

219、herwise unfavorably impact the ability or way weconduct our business,could require us to change certain aspects of our business toensure compliance,which could decrease demand for our services,reduce revenues,increase costs,require us to obtain more licenses,permits,approvals orcertificates,or subje

220、ct us to additional liabilities.To the extent any new ormore stringent measures are required to be implemented,our business,financialcondition and results of operations could be adversely affected and such measuredcould materially decrease the value of our Class A Ordinary Shares,potentiallyrenderin

221、g it worthless.Happy City,our BVI holding company,since its incorporation,has not declared ormade any dividend or other distribution to its shareholders,includingU.S.investors,in the past,nor have any dividends or distributions been made byour subsidiaries to the BVI holding company.Furthermore,no p

222、ayments of any kind(including transfers,capital contributions and loans)have been made between HappyCity and its subsidiaries,or by its subsidiaries to Happy City.For FY 2024 andFY2023,our Operating Subsidiaries have not declared any dividends to its thenshareholders,before the incorporation of Happ

223、y City.We do not have any presentplan to declare or pay any dividends on our Class A Ordinary Shares in theforeseeable future.We currently intend to retain all available funds and futureearnings,if any,for the operation and expansion of our business and do notanticipate declaring or paying any divid

224、ends in the foreseeable future.Any futuredetermination related to our dividend policy will be made at the discretion of ourboard of directors after considering our financial condition,results ofoperations,capital requirements,contractual requirements,business prospects andother factors the board of

225、directors deems relevant,and subject to therestrictions contained in any future financing instruments.See“RiskFactorsRisks related to our corporate structureWe rely on dividends andother distributions on equity paid by our subsidiaries to fund any cash andfinancing requirements we may have.In the fu

226、ture,funds may not be available tofund operations or for other uses outside of HongKong,due to interventions in,orthe imposition of restrictions and limitations on,our ability or our subsidiary bythe PRC government to transfer cash.Any6Table of Contentslimitation on the ability of our subsidiaries t

227、o make payments to us could have amaterial adverse effect on our ability to conduct our business and might materiallydecrease the value of our Class A Ordinary Shares or cause them to be worthless.”on page37 and our consolidated financial statements and related notes includedelsewhere in this prospe

228、ctus for more information.Risk Factors SummaryWe face risks and uncertainties relating to our business and operation,including,but not limited to the following:Risks Relating to Doing Business in the PRCWe are headquartered in Hong Kong and all of our operation and business areconducted through our

229、Operating Subsidiaries in Hong Kong,a special administrativeregion of the PRC.We may face significant regulatory,liquidity,and enforcementrisks and uncertainties relating to doing business in the PRC in general.The PRCgovernment may intervene or influence the current and future operations in HongKon

230、g at any time.See“Risk Factors Risks Related to Doing Business in the PRC”beginning on page 18 for a more detailed discussion of the risks involved.Theserisks include but are not limited to,the following:All of our operations are in Hong Kong.However,due to the long-arm application of the current PR

231、C laws and regulations,the PRCgovernment may exercise significant direct oversight and discretion overthe conduct of the business of our subsidiaries and may intervene orinfluence their operations,which could result in a material change in theoperations of our Operating Subsidiaries and/or the value

232、 of Happy CitysClass A Ordinary Shares.Our subsidiaries in HongKong may be subject tolaws and regulations of Mainland China,which may impair our ability tooperate profitably and result in a material negative impact on ouroperations and/or the value of our Class A Ordinary Shares.Furthermore,the chan

233、ges in the policies,regulations,rules,and the enforcement oflaws of Mainland China may also occur quickly with little advance noticeand our assertions and beliefs of the risk imposed by the Mainland Chinalegal and regulatory system cannot be certain.See more detaileddiscussion of this risk factor on

234、 page 18 of this prospectus.There remain some uncertainties as to whether we will be required toobtain approvals from the PRC authorities to list on a U.S.exchange andoffer securities in the future,and if required,we cannot assure you thatwe will be able to obtain such approval.We and our Operating

235、Subsidiariesmay become subject to a variety of PRC laws and other obligationsregarding data security in relation to offerings that are conductedoverseas,and any failure to comply with applicable laws and obligationscould have a material and adverse effect on our business,financialcondition and resul

236、ts of operations and may hinder our ability to offer orcontinue to offer Class A Ordinary Shares to investors and cause the valueof our Class A Ordinary Shares to significantly decline or be worthless.See more detailed discussion of this risk factor on page 20 of thisprospectus.If thePRC governmentc

237、hooses to extend the oversight and control overofferings that are conducted overseas and/or foreign investment inMainlandChina-basedissuers to HongKong-basedissuers,such actionmay significantly limit or completely hinder our ability to offer orcontinue to offer Class A Ordinary Shares to investors a

238、nd cause the valueof our Class A Ordinary Shares to significantly decline or be worthless.See more detailed discussion of this risk factor on page 24 of thisprospectus.The enactment of the law of the PRC on Safeguarding National Security inthe Hong Kong Special Administrative Region(the“Hong Kong Na

239、tionalSecurity Law”)could impact our HongKong subsidiaries,which representsubstantially all of our business.See more detailed discussion of thisrisk factor on page 24 of this prospectus.There are political risks associated with conducting business inHongKong.See more detailed discussion of this risk

240、 factor on page 25 ofthis prospectus.7Table of ContentsRisks Relating to our Business and IndustryOur business is subject to a number of risks,including risks that may prevent usfrom achieving our business objectives or may materially and adversely affect ourbusiness,financial condition,results of o

241、perations,cash flows and prospects.These risks include,but are not limited to,the following:Our independent registered public accounting firm has expressedsubstantial doubt about our ability to continue as a going concern in itsreport.We,through our subsidiaries,have a relatively short operating his

242、torycompared to some of our established competitors and face significant risksand challenges in a rapidly evolving market,which makes it difficult toeffectively assess our business and future prospects.Our success depends significantly on the markets recognition of ourbrand,and if we are not able to

243、 maintain or enhance our brandrecognition,our business,financial condition and results of operationsmay be materially and adversely affected.We may not be able to maintain and increase the sales and profitability ofour existing restaurants.Our future growth depends on our ability to open and profita

244、bly operatenew restaurants.Health-related outbreaks amounting to diseases as well as negativepublicity relating to such incidents may from time to time adverselyaffect our financial condition and results of operations in the future.Our business is heavily dependent on the macroeconomic conditions of

245、HongKong.Our current restaurant locations or rental rates may become unattractivemay affect our expansion plan.Our success depends on our key management personnel and experienced andcapable personnel,as well as our ability to attract,motivate and retaina sufficient number of capable employees.The ho

246、tpot restaurant market in HongKong is highly competitive.We,through our HongKong subsidiaries,have a relatively short operatinghistory compared to some of our established competitors and facesignificant risks and challenges in a rapidly evolving market,which makesit difficult to effectively assess o

247、ur future prospects.We may not be able to implement our business strategies and future planssuccessfully.We may undertake acquisitions,investments,joint ventures,or otherstrategic alliances,which could present unforeseen integrationdifficulties or costs and may not enhance our business as we expect.

248、Our business,operating results and financial condition,have been,andmay continue to be,materially and adversely affected by sustainedoutbreaks of the coronavirus(COVID-19).We may incur losses or experience disruption of our operations as a resultof act of god,unforeseen or catastrophic events,includ

249、ing pandemics,terrorist attacks,or natural disasters.Our management team lacks experience in managing a U.S.public companyand complying with laws applicable to such company,the failure of whichmay adversely affect our business,financial condition and results ofoperations.Failure to comply with data

250、privacy,data protection,or any other lawsand regulations related to data privacy and security,or the failure toprotect client data or prevent breaches of our information systems,couldexpose us to liability or reputational damage and materially and adverselyaffect our business,financial condition,and

251、 results of operations.For a detailed description of the risks above,please refer to pages 26 to 37.8Table of ContentsRisks Related to Our Corporate StructureWe rely on dividends and other distributions on equity paid by oursubsidiaries to fund any cash and financing requirements we may have,andany

252、limitation on the ability of our subsidiaries to make payments to uscould have a material adverse effect on our ability to conduct ourbusiness.See more detailed discussion of this risk factor on page 37 ofthis prospectus.Our corporate actions will be substantially controlled by our ControllingShareh

253、older,Happy City Group Limited,which will have the ability tocontrol or exert significant influence over important corporate mattersthat require approval of shareholders,which may deprive you of anopportunity to receive a premium for your Class A Ordinary Shares andmaterially reduce the value of you

254、r investment.Additionally,we may bedeemed to be a“controlled company and may follow certain exemptions fromcertain corporate governance requirements that could adversely affect ourpublic shareholders.We are incorporated under the law of the British Virgin Islands andconduct substantially all of your

255、 operations,and all of our directors andexecutive officers reside,outside of the United States.You may facedifficulties in protecting your interests,and your ability to protectyour rights through U.S.courts may be limited.The laws of BVI provide limited protections for minority shareholders,sominori

256、ty shareholders will not have the same options as to recourse incomparison to the U.S if the shareholders are dissatisfied with theconduct of our affairs.For a detailed description of the risks above,please refer to pages 37 to 39.Risks Relating to Our Class A Ordinary Shares and This OfferingIn add

257、ition to the risks described above,we are subject to general risks anduncertainties relating to our Shares and this offering,including but not limitedto the following:The dual-class structure of our Ordinary Shares will have the effect ofconcentrating voting control with our Controlling Shareholder,

258、Happy CityGroup Limited,which will hold in the aggregate 97.17%of the voting powerof our voting shares following the completion of this Offering,preventingyou and other shareholders from influencing significant decisions,including the election of directors,amendments to our organizationaldocuments a

259、nd any merger,consolidation,sale of all or substantially allof our assets,or other major corporate transaction requiring shareholderapproval.As a“controlled company”under the rules of the Nasdaq Stock MarketLLC,we may choose to exempt our company from certain corporate governancerequirements that co

260、uld have an adverse effect on our public shareholders.Our Class A Ordinary Shares may be prohibited from being traded on anational exchange under the Holding Foreign Companies Accountable Act ifthe PCAOB is unable to inspect our auditors.The delisting of our Class AOrdinary Shares,or the threat of t

261、heir being delisted,may materially andadversely affect the value of your investment.Furthermore,on June22,2021,the U.S.Senate passed the Accelerating Holding Foreign CompaniesAccountable Act,which was signed into law on December29,2022,amendingthe HFCAA to require the SEC to prohibit an issuers secu

262、rities fromtrading on any U.S.stock exchanges if its auditor is not subject toPCAOB inspections for two consecutiveyears instead of three.See moredetailed discussion of this risk factor on page 42 of this prospectus.There has been no public market for our Class A Ordinary Shares prior tothisOffering

263、,and you may not be able to resell our Class A OrdinaryShares at or above the price you paid,or at all.We may experience extreme stock price volatility unrelated to our actualor expected operating performance,financial condition or prospects,making it difficult for prospective investors to assess th

264、e rapidlychanging value of our Class A Ordinary Shares.Our Class A Ordinary Shares may be thinly traded and you may be unable tosell at or near ask prices or at all if you need to sell your shares toraise money or otherwise desire to liquidate your shares.9Table of ContentsOur existing shareholders

265、that are not included in this registrationstatement will be able to sell their Class A Ordinary Shares aftercompletion of this Offering subject to restrictions under the Rule144.You will experience immediate and substantial dilution in the net tangiblebook value of Class A Ordinary Shares purchased.

266、If we fail to meet applicable listing requirements,Nasdaq may delist ourClass A Ordinary Shares from trading,in which case the liquidity andmarket price of our Class A Ordinary Shares could decline.The sale or availability for sale of substantial amounts of our Class AOrdinary Shares in the public m

267、arket could adversely affect the marketprice of our Class A Ordinary Shares.Because the amount,timing,and whether or not we distribute dividends atall is entirely at the discretion of our board of directors,you must relyon price appreciation of our Class A Ordinary Shares for return on yourinvestmen

268、t.We are a foreign private issuer within the meaning of the rules under theExchange Act,and as such we are exempt from certain provisionsapplicable to U.S.domestic public companies.As a foreign private issuer,we are permitted to adopt certain homecountry practices in relation to corporate governance

269、 matters that differsignificantly from Nasdaq corporate governance listing standards.Thesepractices may afford less protection to shareholders than they would enjoyif we complied fully with corporate governance listing standards.We may lose our foreign private issuer status in the future,which could

270、result in significant additional costs and expenses.There can be no assurance that we will not be a passive foreign investmentcompany,or PFIC,for UnitedStates federal income tax purposes for anytaxable year,which could subject UnitedStates investors in our Class AOrdinary Shares to significant adver

271、se United States income taxconsequences.We will incur increased costs as a result of being a public company,particularly after we cease to qualify as an emerging growth company.We are an“emerging growth company,”and the reduced disclosurerequirements applicable to emerging growth companies may make

272、our Class AOrdinary Shares less attractive to investors.For a detailed description of the risks above,please refer to pages 40 to 50.Regulatory Development in the PRCHongKong is a special administrative region of the PRC and the basic policies ofthe PRC regarding HongKong are reflected in the Basic

273、Law,which is a national lawof the PRC and the constitutional document for HongKong.The Basic Law providesHongKong with a high degree of autonomy and executive,legislative and independentjudicial powers,including that of final adjudication under the principle of“onecountry,two systems.”However,there

274、is no assurance that there will not be anychanges in the economic,political and legal environment in Hong Kong in thefuture.If there is a significant change to current political arrangements betweenMainland China and HongKong,companies operating in HongKong may face similarregulatory risks as those

275、operated in Mainland China,including their ability tooffer securities to investors,list their securities on a U.S.or other foreignexchange,and conduct their business or accept foreign investment.In light ofChinas recent expansion of authority in Hong Kong,there are risks anduncertainties which we ca

276、nnot foresee for the time being,and rules,regulationsand the enforcement of laws in China can change quickly with little or no advancenotice.The PRC government may intervene or influence the current and futureoperations in HongKong at any time or may exert more oversight and control overofferings co

277、nducted overseas and/or foreign investment in issuers like us.We are aware that,recently,the PRC government initiated a series of regulatoryactions and statements to regulate business operations in certain areas in MainlandChina with little advance notice,including cracking down on illegal activitie

278、s inthe securities market,enhancing supervision over Mainland China-basedcompanieslisted overseas using a variable interest entity structure,adopting new measuresto extend the scope of cybersecurity reviews,and expanding the efforts in anti-monopolyenforcement.For example,on June10,2021,the Standing

279、 Committee of the10Table of ContentsNational Peoples Congress enacted the PRC Data Security Law,which took effect onSeptember1,2021.The law requires data collection to be conducted in a legitimateand proper manner,and stipulates that,for the purpose of data protection,dataprocessing activities must

280、be conducted based on data classification andhierarchical protection system for data security.On July 6,2021,the GeneralOffice of the Communist Party of China Central Committee and the General Office ofthe State Council jointly issued a document to crack down on illegal activities inthe securities m

281、arket and promote the high-quality development of the capitalmarket,which,among other things,requires the relevant governmental authoritiesto strengthen cross-borderoversight of law-enforcementand judicial cooperation,to enhance supervision over Mainland China-basedcompanies listed overseas,and toes

282、tablish and improve the system of extraterritorial application of the PRCsecurities laws.On August20,2021,the 30thmeeting of the Standing Committee of the 13thNationalPeoples Congress voted and passed the“Personal Information Protection Law of thePeoples Republic of China,”or“PRC Personal Informatio

283、n Protection Law,”whichbecame effective on November1,2021.The PRC Personal Information Protection Lawapplies to the processing of personal information of natural persons within theterritory of Mainland China that is carried out outside of Mainland China where(1)such processing is for the purpose of

284、providing products or services fornatural persons within Mainland China,(2)such processing is to analyze orevaluate the behavior of natural persons within Mainland China,or(3)there areany other circumstances stipulated by related laws and administrative regulations.On December 24,2021,the China Secu

285、rities Regulatory Commission(“CSRC”),together with other relevant government authorities in Mainland China issued theProvisions of the State Council on the Administration of Overseas SecuritiesOffering and Listing by Domestic Companies(Draft for Comments)and the Measuresfor the Filing of Overseas Se

286、curities Offering and Listing by Domestic Companies(Draft for Comments)(collectively to be referred as the“Draft Overseas ListingRegulations”).The Draft Overseas Listing Regulations require that a Mainland Chinadomestic enterprise seeking to issue and list its shares overseas(“OverseasIssuance and L

287、isting”)shall complete the filing procedures of and submit therelevant information to CSRC.The Overseas Issuance and Listing include direct andindirect issuance and listing.Where an enterprise whose principal businessactivities are conducted in Mainland China seeks to issue and list its shares inthe

288、 name of an overseas enterprise(“Overseas Issuer”)on the basis of the equity,assets,income or other similar rights and interests of the relevant Mainland Chinadomestic enterprise,such activities shall be deemed an indirect overseas issuanceand listing(“Indirect Overseas Issuance and Listing”)under t

289、he Draft OverseasListing Regulations.On December 28,2021,the CAC jointly with the relevantauthorities formally published the Measures for Cybersecurity Review(2021)whichtook effect on February15,2022 and replace the former Measures for CybersecurityReview(2020)issued on July 10,2021.The Measures for

290、 Cybersecurity Review(2021)provide that operators of critical information infrastructure purchasingnetwork products and services,and online platform operators(together with theoperators of critical information infrastructure,the“Operators”)carrying outdata processing activities that affect or may af

291、fect national security,shallconduct a cybersecurity review,any online platform operator who controls more thanone million users personal information must go through a cybersecurity review bythe cybersecurity review office if it seeks to be listed in a foreign country.On February 17,2023,the CSRC rel

292、eased the Trial Administrative Measures ofOverseas Securities Offering and Listing by Domestic Companies,or the TrialAdministrative Measures,and five supporting guidelines,which came into effect onMarch31,2023.The Trial Administrative Measures further stipulate the rules andrequirements for overseas

293、 offering and listing conducted by PRC domestic companies.The Overseas Listing Regulations require that a PRC domestic enterprise seeking toissue and list its shares overseas shall complete the filing procedures of andsubmit the relevant information to CSRC,failing which we may be fined between RMB1

294、 million and RMB 10 million.Happy City is a holding company incorporated in the BVI with operating entitiessolely based in HongKong,and it does not have any subsidiary or VIE in MainlandChina or intend to acquire any equity interest in any domestic companies withinMainland China,nor is it controlled

295、 by any companies or individuals of MainlandChina.Further,we are headquartered in HongKong with all of our officers andmembers of the board of directors based in HongKong,and all of our revenues andprofits are generated by our Operating Subsidiaries in Hong Kong.However,wecannot assure you that we w

296、ill not be subject to PRC law and regulation,or berequired to file with the CSRC if the Draft Rules on Overseas Listing were to befully enacted in the future.As advised and confirmed by China Commercial Law Firm,our counsel with respect toPRC legal matters,the Measures for Cybersecurity Review(2021)

297、,PRC Data SecurityLaw,the PRC Personal Information Protection Law and the Trial AdministrativeMeasures will not have an impact on our business,operations or this Offering,nordo we or our HongKong subsidiaries are covered by permission requirements from theCAC that is required11Table of Contentsto ap

298、prove our HongKong subsidiaries operations,as our HongKong subsidiarieswill not be deemed to be an“Operator”or a“data processor”that are requiredto file for cybersecurity review before listing in the United States.Because:(i)our HongKong subsidiaries were incorporated in HongKong and operate only in

299、HongKong without any subsidiary or VIE structure in Mainland China and each of theMeasures for Cybersecurity Review(2021),the PRC Personal Information ProtectionLaw,the Draft Overseas Listing Regulations,and the Trial Administrative Measuresdo not clearly provide whether it shall be applied to a com

300、pany based in HongKongor an offering by a company like ours;(ii)as of date of this prospectus,ourOperating Subsidiaries has in aggregate collected and stored the personalinformation of approximately less than one million Mainland China individuals andhas acquired the clients separate consents;(iii)a

301、ll of the data our OperatingSubsidiaries has collected is stored in servers located in HongKong and(iv)asof the date of this prospectus,neither of our Operating Subsidiaries has beeninformed by any PRC governmental authority of any requirement that it files for aCSRC review,nor received any inquiry,

302、notice,warning,or sanction in such respectinitiated by the CAC or related governmental regulatory authorities;and(v)dataprocessed in our business should not have a bearing on national security nor affector may affect national security,and we have not been notified by any authoritiesof being classifi

303、ed as an Operator.Moreover,as advised by David Fong&Co.,pursuant to the Basic Law of theHongKong Special Administrative Region,or the Basic Law,PRC laws and regulationsshall not currently be applied in HongKong except for those listed in AnnexIIIof the Basic Law(which is confined to laws relating to

304、 national defense,foreignaffairs and other matters that are not within the scope of autonomy).Based on PRC laws and regulations effective as of the date of this prospectus andsubject to interpretations of these laws and regulations that may be adopted byMainland China authorities,as advised by China

305、 Commercial Law Firm,neither we norour subsidiaries,including our Operating Subsidiaries in HongKong,are subject toTrial Administrative Measures,and neither we nor our subsidiaries are currentlyrequired to obtain any permission or approval from the Mainland China authorities,including the CSRC and C

306、AC,to operate our business or to offer the securitiesbeing registered to foreign investors.Additionally,neither we nor oursubsidiaries are required to obtain CSRC or CAC approval prior to its listing on anexchange in the U.S.Hence,as of the date of this prospectus,neither we nor ourOperating Subsidi

307、aries have ever applied for any such permission or approval,andno permissions or approvals have been denied as of the date of this prospectus.However,given the uncertainties arising from the legal system in Mainland Chinaand HongKong,including uncertainties regarding the interpretation and enforceme

308、ntof PRC laws and regulations and the significant authority of the PRC government tointervene or influence the offshore holding company headquartered in HongKong,there remains significant uncertainty in the interpretation and enforcement ofDraft Overseas Listing Regulations,relevant Mainland China d

309、ata privacy,cybersecurity laws and other regulations.Since the Trial Administrative Measureswas newly promulgated,its interpretation,application and enforcement remainunclear and there also remains significant uncertainty as to the enactment,interpretation and implementation of other regulatory requ

310、irements related tooverseas securities offerings and other capital markets activities.If Trial Administrative Measures become applicable to us or our OperatingSubsidiaries in Hong Kong,if any of our Operating Subsidiaries is deemed to be an“Operator”,or if the Measures for Cybersecurity Review(2021)

311、or the PRCPersonal Information Protection Law become applicable to our OperatingSubsidiaries,the business operation of our Operating Subsidiaries and the listingof our Class A Ordinary Shares in the UnitedStates could be subject to the CACscybersecurity review or the CSRC Overseas Issuance and Listi

312、ng review in thefuture.While we do not believe we are covered by the permission requirements from CSRC orCAC,investors of our company and our business may face potential uncertainty fromenactment,interpretation and implementation of regulatory requirements and theactions taken by the PRC government

313、affecting our business,overseas securitiesofferings and other capital market activities.If we and our subsidiaries(i)donot receive or maintain such permissions or approvals,should the approval berequired in the future by the PRC government,(ii)inadvertently conclude that suchpermissions or approvals

314、 are not required,or(iii)applicable laws,regulations,or interpretations change and we are required to obtain such permissions orapprovals in the future,our operations and financial conditions could bematerially adversely affected,and our ability to offer securities to investorscould be significantly

315、 limited or completely hindered and the securities currentlybeing offered may substantially decline in value and be worthless.If theapplicable laws,regulations,or interpretations change and our OperatingSubsidiaries become subject to the CAC or CSRC review,12Table of Contentswe cannot assure you tha

316、t our Operating Subsidiaries will be able to comply withthe regulatory requirements in all respects and our current practice of collectingand processing personal information may be ordered to be rectified or terminated byregulatory authorities.Moreover,if there is a significant change to the current

317、 political arrangementsbetween the PRC and Hong Kong,or the applicable laws,regulations,orinterpretations change,and/or if we were required to obtain such permissions orapprovals in the future in connection with the listing or continued listing of oursecurities on a stock exchange outside of the PRC

318、,it is uncertain how long it willtake for us to obtain such approval,and,even if we obtain such approval,theapproval could be rescinded.Any failure to obtain or a delay in obtaining thenecessary permissions from the PRC authorities to conduct offerings or list outsideof the PRC may subject us to san

319、ctions imposed by the PRC regulatory authorities,which could include fines and penalties,proceedings against us,and other forms ofsanctions,and our ability to conduct our business,invest into the Mainland Chinaas foreign investments or accept foreign investments,ability to offer or continueto offer

320、Class A Ordinary Shares to investors or list on the U.S.or other overseasexchange may be restricted,and the value of our Class A Ordinary Shares maysignificantly decline or be worthless,our business,reputation,financialcondition,and results of operations may be materially and adversely affected.SeeR

321、isk FactorsRisks Relating to Doing Business in the PRC“If thePRCgovernment chooses to extend the oversight and control over offerings that areconducted overseas and/or foreign investment in MainlandChina-basedissuers toHongKong-basedissuers,such action may significantly limit or completely hinderour

322、 ability to offer or continue to offer Class A Ordinary Shares to investors andcause the value of our Class A Ordinary Shares to significantly decline or beworthless.”on page24.Implications of Being an“Emerging Growth Company”As a company with less than US$1.235billion in revenues during our last fi

323、scalyear,we qualify as an“emerging growth company”as defined in the Jumpstart OurBusiness Startups Actof2012,or the JOBS Act.An“emerging growth company”maytake advantage of reduced reporting requirements that are otherwise applicable tolarger public companies.In particular,as an emerging growth comp

324、any,we:may present only two years of audited financial statements and onlytwoyears of related Managements Discussion and Analysis of FinancialCondition and Results of Operations,or“MD&A”;are not required to provide a detailed narrative disclosure discussing ourcompensation principles,objectives and

325、elements and analyzing how thoseelements fit with our principles and objectives,which is commonlyreferred to as“compensation discussion and analysis;”are not required to obtain an attestation and report from our auditors onour managements assessment of our internal control over financialreporting pu

326、rsuant to the Sarbanes-OxleyActof2002;are not required to obtain a non-binding advisory vote from ourshareholders on executive compensation or golden parachute arrangements(commonly referred to as the“say-on-pay,”“say-on frequency”and“say-on-golden-parachute”votes);are exempt from certain executive

327、compensation disclosure provisionsrequiring a pay-for-performance graph and chief executive officer payratio disclosure;are eligible to claim longer phase-inperiods for the adoption of new orrevised financial accounting standards under 107 of the JOBS Act;andwill not be required to conduct an evalua

328、tion of our internal control overfinancial reporting until our second annual report on Form20-F followingthe effectiveness of our initial public offering.We intend to take advantage of all of these reduced reporting requirements andexemptions,including the longer phase-in periods for the adoption of

329、 new orrevised financial accounting standards under 107 of theJOBS Act.Our election touse the phase-inperiods may make it difficult to compare our financial statementsto those of non-emerginggrowth companies and other emerging growth companies thathave opted out of the phase-inperiods under 107 of t

330、heJOBS Act.13Table of ContentsWe will remain an emerging growth company until the earliest of(i)the lastdayof the fiscal year during which we have total annual gross revenues of at leastUS$1.235 billion;(ii)the last day of our fiscal year following the fifthanniversary of the completion of this Offe

331、ring;(iii)the date on which we have,during the preceding three-yearperiod,issued more than US$1.0billion in non-convertible debt;or(iv)the date on which we are deemed to be a“largeaccelerated filer”under theSecurities ExchangeActof1934,as amended,ortheExchangeAct,which would occur if the market valu

332、e of our Class A OrdinaryShares that are held by non-affiliatesexceeds US$700.0million as of the lastbusinessday of our most recently completed second fiscal quarter.Once we cease tobe an emerging growth company,we will not be entitled to the exemptions providedin theJOBS Actdiscussed above.Implicat

333、ion of Being a Foreign Private IssuerWe are a foreign private issuer within the meaning of the rules under theSecurities ExchangeActof1934,as amended(the“ExchangeAct”).As such,weare exempt from certain provisions applicable to United States domestic publiccompanies.For example:we are not required to provide as many Exchange Act reports,or asfrequently,as a domestic public company;for interim repor