Happy City Holdings Limited Prices 1.1M Share IPO at $5/sh

Happy City Holdings Limited (Nasdaq: HCHL) (the “Company”), an established all-you-can-eat hotpot restaurant operator in Hong Kong , today announced the pricing of its initial public offering (the “Offering”) of 1,100,000 Class A ordinary shares (the “Class A Ordinary Shares”), at a price of $5.00 per Class A Ordinary Share (the “Offering Price”).

The Class A Ordinary Shares are expected to begin trading on the Nasdaq Capital Market on June 24, 2025 under the symbol “HCHL.” The Offering is expected to close on June 25, 2025, subject to the satisfaction of customary closing conditions.

The Company expects to receive aggregate gross proceeds of US$5.5 million from the Offering, before deducting underwriting discounts and other related expenses. In addition, the Company has granted the underwriters a 45-day option to purchase up to an additional 165,000 Class A Ordinary Shares of the Company, at the Offering Price, representing 15% of the Class A Ordinary Shares sold in the Offering (the “Over-allotment Option”). Assuming that the Over-allotment Option is exercised, the Company is expected to receive gross proceeds amounting to $6.325 million, before deducting underwriting discounts and commissions and estimated offering expenses.

The Company intends to use the net proceeds for its business expansion in Hong Kong and Southeast Asia region and working capital and general corporate purposes.

The Offering is conducted on a firm commitment basis. Dominari Securities LLC is acting as the representative of the underwriters, with Revere Securities LLC and Pacific Century Securities LLC acting as the co-underwriters (collectively, the “Underwriters”) for the Offering. Ortoli Rosenstadt LLP, Ogier, David Fong & Co. and China Commercial Law Firm are acting as United States, British Virgin Islands, Hong Kong and People’s Republic of China legal counsels to the Company, respectively. AOGB CPA LIMITED is acting as the reporting accountants of the Company. VCL Law LLP is acting as legal counsel to the Underwriters for the Offering.

The Offering is being conducted pursuant to the Company’s Registration Statement on Form F-1 (File No. 333- 285856) previously filed with, and subsequently declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on May 30, 2025. The Offering is being made only by means of a prospectus. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, copies of the prospectus relating to the Offering may be obtained, when available, from Dominari Securities LLC by email at info@dominarisecurities.com, by standard mail to Dominari Securities LLC, 725 Fifth Avenue, 23rd Floor New York, NY 10022, or by telephone at (212) 393-4500; or from Revere Securities LLC by email at contact@reveresecurities.com, by standard mail to Revere Securities LLC, 560 Lexington Avenue, 16th Floor, New York, NY 10022, or by telephone at +1 (212) 688-2350; or from Pacific Century Securities LLC by email at project@pcsecurities.us, by standard mail to Pacific Century Securities, LLC, 60-20 Woodside (OTC:WOPEY) Avenue Ste 211 Queens, NY 11377, or by telephone at 212-970-8868.

Before you invest, you should read the prospectus and other documents the Company has filed or will file with the SEC for more information about the Company and the Offering. This press release has been prepared for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, and no sale of these securities may be made in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.