Happy City Holdings Ltd-A美股招股说明书(2025-06-23版)

1,100,000Class A Ordinary Shares Thisis an initial public offering(the“Offering”)of 1,100,000 Class A ordinarysharesof no par value(the“ClassA Ordinary Shares”),of Happy City HoldingsLimited(“Happy City”or the“Company”),representing 15.49%of the Class AOrdinaryShares following completion of the Offering.The initial public offeringpriceis US$5.00 per Class A Ordinary Share(the“Offering Price”).Our Class AOrdinary Shares have been approved for listing on the Nasdaq Capital Market under thesymbol “HCHL”. 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 97.13%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 theaggregate 97.13% 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 losing your entire investment.See“Risk Factors”beginningon page 18 to read about factors you should consider beforebuyingour Class A Ordinary Shares. Weare an“emerging growth company”and a“foreign private issuer”under thefederalsecurities laws and will be subject to reduced public company reportingrequirements. See “Prospectus Summary—Implications of Being an “Emerging GrowthCompany”and“Implications of Our Being a Foreign Private Issuer”on page 13 andpage 14 for additional information. HappyCityHoldingsLimited,orHappyCity,isaholdingcompanyincorporatedin British Virgin Islands(“BVI”).As a holding company withnomaterialoperations,HappyCityconductsallofitsoperationsinHongKongthrough its wholly-owned subsidiaries A-One President Limited,TopwellGoldLimited,MillionGreatInternationalLimited,andEastHarmonyLimited(collectively referred as the“Operating Subsidiaries”),allincorporated under the laws of Hong Kong.Investors in our Class AOrdinaryShares should be aware that they will not and may never directlyholdequity interests in the Operating Subsidiaries,but rather purchasingequitysolelyinHappyCity,theBVIholdingcompany.Thisstructureinvolvesunique risks to the investors,and the PRC regulatory authoritiescoulddisallow this structure,which would likely result in a materialchangein our operations and/or a material change in the value of thesecuritiesHappy City is registering for sale,including that such event couldcause the value of such securities to significantly decline or becomeworthless.Currently,all of our operations are conducted in Hong Kong,andsubstantiallyall of our assets are located in Hong Kong, Table of Contents outsidetheUnitedStates.Allourdirectors,officersandseniormanagementare located in Hong Kong,and all or a substantial portion oftheirassets are located outside of the United States.Shareholders mayfacedifficultiesenforcingtheirlegalrightsunderUnitedStatessecuritieslaws against us or our directors and officers. Allofouroperationsareconductedbyourwholly-ownedOperatingSubsidiariesinHongKong.Weandoursubsidiariesdonothaveanyoperationor maintain office or personnel in Mainland China,nor currentlydowe have,nor intend to have,any contractual arrangements to establish avariableinterest entit