Happy City Holdings Limited 美股IPO招股说明书

If this Form is apost-effective amendment filed pursuant to Rule 462(d)under the Securities Act,checkthe following box and list the Securities Act registration statement number of the earliereffective registration statement for the same offering.☐ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule405of the Securities Actof 1933. Emerging growth company☒ If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if the registrant has elected not to use the extended transition period forcomplyingwith anynewor revised financial accounting standards**provided pursuant toSection 7(a)(2)(B)of the Securities Act.☐ **Theterm“new or revised financial accounting standard”refers to any update issued by the FinancialAccounting Standards Board to its Accounting Standards Codification after April5, 2012.Theregistrant hereby amends this registration statement on such date or dates as maybenecessary to delay its effective date until the registrant shall file a furtheramendmentwhich specifically states that this registration statement shall thereafterbecomeeffective in accordance with Section8(a)ofthe Securities Actof1933,asamended,or until the registration statement shall become effective on such date astheU.S.Securitiesand Exchange Commission,acting pursuant to such Section8(a),maydetermine. Table of Contents Theinformation in this prospectus is not complete and may be changed.Wewillnot sell these securities until the registration statement filed withtheU.S.Securitiesand Exchange Commission is effective.This prospectusisnot an offer to sell these securities and it is not soliciting an offertobuy these securities in any state where the offer or sale is notpermitted. PRELIMINARYPROSPECTUS HAPPY CITY HOLDINGS LIMITED 1,000,000Class A Ordinary Shares Thisis an initial public offering(the“Offering”)of 1,000,000 Class A ordinarysharesof no par value(the“ClassA Ordinary Shares”),of Happy City HoldingsLimited(“Happy City”or the“Company”),representing 14.29%of the Class AOrdinaryShares following completion of the Offering.We expect the initial publicofferingprice will be between US$5.00 and US$7.00 per Class A Ordinary Share(the“OfferingPrice”).We have reserved the symbol“HCHL”for purpose of listing ourClassA Ordinary Shares on the Nasdaq Capital Market.Prior to this Offering,therehasbeen no public market for our Class A Ordinary Shares.This Offering iscontingenton the listing of our Class A Ordinary Shares on the Nasdaq CapitalMarket. However, there is no assurance that such application will be approved, and ifourapplication is not approved by the Nasdaq Capital Market,this Offering will notbe completed. HappyCity’s issued share capital is a dual-class structure consisting of Class AOrdinaryShares and Class B Ordinary Shares.Class A Ordinary Shares are the onlyclass of Ordinary Shares being offered in this Offering. Each of the Class A OrdinaryShareshas 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) Class AOrdinaryShare at any time at the option of the holder thereof but Class A OrdinaryShares are not convertible into Class B Ordinary Shares. Dueto the disparate voting powers associated with our two classes of ordinaryshares, following this Offering, Happy City Group Limited (“Happy City Group” or the“ControllingShareholder”),our largest shareholder,will retain controlling votingpowerin the Company based on having approximately 97.17%of the aggregate votingpowerof our issued and outstanding Class A and Class B Ordinary Shares,assumingthat the underwriters do not exercise their over-allotment option. As a result, HappyCityGroup can control the outcome of matters submitted to the shareholders forapproval. Additionally, we will be deemed a “controlled company” within the meaningofthe Nasdaq listing rules and follow certain exemptions from certain corporategovernancerequirements that could adversely affect our public shareholders.For amoredetailed discussion of the risk of the Company being a controlled company,see“RiskFactors—RisksRelated to Our Corporate Structure—Thedual-classstructure of our Ordinary Shares will have the effect of concentrating voting controlwithour Controlling Shareholder,Happy City Group Limited,which will hold in theaggregate97.17% of the voting power of our voting shares following the completion ofthisOffering,preventing you and other shareholders from influencing significantdecisions,including the election of directors,amendments to our organizationaldocumentsand any merger,consolidation,sale of all or substantially all of ourassets,or other major corporate transaction requiring shareholder approval.”onpage40 and“Prospectus Summary—Implication of Being a Controlled Company”onpage 14 of this prospectus. Investingin our Class A Ordinary Shares involves a high degree of risk,includingthe risk of