Happy City Holdings Ltd-A美股招股说明书(2025-11-12版)

HAPPY CITY HOLDINGS LIMITED Thisprospectus relates to the offer and resale,by the Selling Shareholdersidentified in this prospectus(the “Selling Shareholders”) from time to time of up toan aggregate of 6,000,000 Class A ordinary shares (the “Class A Ordinary Shares”) ofnopar value(the“Resale Shares”),of Happy City Holdings Limited(“Happy City”or the “Company”), a British Virgin Islands business company with limited liability.OurClass A Ordinary Shares trade on the Nasdaq Stock Market under the symbol“HCHL.” OnNovember 10,2025,the closing price of our Class A Ordinary Shares wasUS$3.30 per share. TheSelling Shareholders are identified in the table commencing on page 100 of thisprospectus.The Selling Shareholders may offer,sell or distribute all or a portionofthe securities hereby registered publicly or through private transactions atprevailingmarket prices.No underwriter or other person has been engaged tofacilitatethe sale of the Class A Ordinary Shares in this offering.The SellingShareholdersmay be deemed underwriters of the Class A Ordinary Shares that it isoffering.Happy City is not selling any shares in this offering,and Happy City willnot receive any of the proceeds from such sales of the Resale Shares. Happy City willbearall costs,expenses,and fees in connection with the registration of thesesecurities, including with regard to compliance with state securities or “blue sky”laws.The Selling Shareholders will bear all commissions and discounts,if any,attributableto their sale of the Resale Shares.See“Plan of Distribution”beginningon page103.Out of the 6,000,000 Class A Ordinary Shares that may beofferedor sold by Selling Shareholders identified in this prospectus,3,040,000ClassA Ordinary Shares are subject to certain lock-up restrictions,pursuant to theLock-Up Agreements as further described below and elsewhere in this prospectus. TheseClassA Ordinary Shares held by the Selling Shareholders may be sold after theexpirationof the applicable lock-up periods pursuant to the Lock-Up Agreements.Themarket price of our Class A Ordinary Shares could decline if the Selling Shareholderssella significant portion of our Class A Ordinary Shares or are perceived by themarket as intending to sell them. 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,HappyCityGroupLimited(“HappyCityGroup”orthe“ControllingShareholder”),our largest shareholder,will continue to retain controlling votingpowerin the Company based on having approximately 97.13%of the aggregate votingpower of our issued and outstanding Class A and Class B Ordinary Shares. As a result,Happy City Group can control the outcome of matters submitted to the shareholders forapproval.Additionally,we are a“controlled company”within the meaning of theNasdaqlisting rules and may 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 have the effect of concentrating voting control withourControlling Shareholder,Happy City Group Limited,which holdings in theaggregate97.13%of the voting power of our voting shares,preventing you and othershareholdersfrom influencing significant decisions,including the election ofdirectors,amendments to our organizational documents and any merger,consolidation,saleof all or substantially all of our assets,or other major corporate transactionrequiring shareholder approval.” on page 40 and “Prospectus Summary—Implicationof Being a Controlled Company” on page 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. Table of Contents HappyCityHoldingsLimited,orHappyCity,isaholdingcompanyincorporatedin British Virgin Islands(“BVI”).As a holding company withnomaterial operations,H