SecProbe.io

December 31, 2024
Suk Yee Kwan
Chief Executive Officer
Happy City Holdings Ltd
30 Cecil Street
#19-08 Prudential Tower
Singapore
Re:Happy City Holdings Ltd
Draft Registration Statement on Form F-1
Submitted December 3, 2024
CIK No. 0002046656
Dear Suk Yee Kwan:
            We have reviewed your draft registration statement and have the following
comment(s).
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1 Submitted December 3, 2024
Cover Page
1.Where you discuss the HFCAA, please revise to acknowledge that it was amended by
the Consolidated Appropriations Act, 2023, and discuss how it and related regulations
will affect your company.
2.Please revise the cover page to include a discussion of the enforceability of civil
liabilities in Hong Kong, China's Enterprise Tax Law, and disclose on the cover page
how regulatory actions related to data security or anti-monopoly concerns in Hong
Kong have or may impact your ability to conduct business, accept foreign investment
or list on a U.S./foreign exchange.

December 31, 2024
Page 2
3.Where you discuss cash transfers throughout your organization on the cover page and
in the Prospectus Summary, please provide cross-references to the condensed
consolidating schedule and the consolidated financial statements.
4.We note your statement here and throughout the prospectus that "[a]s advised by our
PRC Counsel, China Commercial Law Firm, the laws and regulations of the PRC do
not currently have any material impact on the transfer of cash from Happy City to the
Operating Subsidiaries or from the Operating Subsidiaries to Happy City, our
shareholders and the U.S. investors." Please revise in each instance to remove the
materiality qualifier.
5.We note your statement that "[a]s advised by our PRC Counsel, China Commercial
Law Firm, neither we nor our subsidiaries are currently required to obtain any
permission or approval from the PRC authorities, including the CSRC and CAC, to
operate our business and offer the securities being registered to foreign investors." In
addition to this statement, please revise to clearly state whether you are subject to the
Trial Measures.
Prospectus Summary, page 1
6.Please revise the prospectus summary to highlight your limited history of
operations to date, revenues, net income/losses, indebtedness, and the indication by
your independent auditor that there is a substantial doubt about your ability to
continue as a going concern.
Corporate History and Structure, page 3
7.Please revise the organizational chart here and on page 52 to show any natural persons
who own interests in each of the entities that control Happy City Holdings Limited,
including the eight shareholders of record that own less than 5%, as indicated in
footnote 1.
Risk Factors Summary, page 6
8.Please revise your summary of risk factors to include a discussion of the liquidity and
enforcement risks, as well as the risk that the Chinese government may intervene or
influence your operations at any time. Separately, for each summary risk factor listed
in this section, please provide a cross-reference to the relevant individual detailed risk
factor.
Regulatory Development in the PRC, page 8
Please revise this section to state whether any permissions or approvals from any
governmental agency have been denied. Please also describe the consequences to you
and your investors if you or your subsidiaries: (i) do not receive or maintain such
permissions or approvals, (ii) inadvertently conclude that such permissions or
approvals are not required, or (iii) applicable laws, regulations, or interpretations
change and you are required to obtain such permissions or approvals in the future. We
also note that you disclose that your Hong Kong and PRC counsel have confirmed
that PRC laws and regulations do not currently have any material impact on your
business, financial condition or results of operations. Please revise to remove the 9.

December 31, 2024
Page 3
materiality qualifier. Additionally, where you reference advice or confirmations from
your counsel, please revise to state whether such information is the opinion of
counsel.
Risk Factors, page 16
10.Please add a risk factor addressing the risks associated with your auditor’s opinion
that there is substantial doubt about your ability to continue as a going concern.
Risks Relating to Doing Business in the Jurisdictions in which we Operate, page 16
11.Here and in the Risk Factors Summary on page 6, please rename the section "Risks
Relating to Doing Business in the Jurisdictions in which we Operate" to "Risks
Relating to Doing Business in the PRC."
Our future growth depends on our ability to open and profitably operate..., page 25
12.We note your statement that "[w]e may also encounter delays when applying for
relevant material licenses during the approval process from the government
authorities, for which the timeline is beyond our control." Please revise to provide
examples of such material licenses and the associated government authorities
responsible for issuing/approving such licenses. Additionally, please define "FEHD
licensing requirements" and provide additional detail on the associated requirements
and relevant government authority that oversees such requirements.
Our Ordinary Shares may be prohibited from being traded on a national exchange..., page 37
13.Please revise update your disclosure to describe the potential consequences to you if
the PRC adopts positions at any time in the future that would prevent the PCAOB
from continuing to inspect or investigate completely accounting firms headquartered
in mainland China or Hong Kong.
Use of Proceeds, page 47
14.We note that you plan to use approximately 50% of the proceeds from this offering
for business expansion into Hong Kong and Southeast Asia. To the extent you are
acquiring assets, briefly describe them and their costs. To the extent you are financing
the acquisitions of other businesses, please give a brief description of such businesses
and information on the status of the acquisitions. Refer to Items 3.C.2 and 3 of Form
20-F.
Capitalization, page 49
15.Please tell us your consideration of including bank borrowings and amount due from
director in your calculation of total capitalization. Refer to Item 3.B. of Form 20-F.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Inflation, page 62
16.You state that you experienced inflationary increases in wages, benefits and other
costs. Please expand to identify the principal factors contributing to the inflationary
pressures you have experienced and clarify the resulting impact. Revise your risk
factors to discuss the associated risks as well.

December 31, 2024
Page 4
Industry, page 63
17.We note that you commissioned an industry report from Frost & Sullivan to provide
information regarding the catering services industry and your market position in
Hong Kong. Please file a consent from Frost & Sullivan as an exhibit. Refer to Rule
436 of the Securities Act.
Business, page 67
18.We note the following statements throughout this section. Please revise as indicated
below:
•"We operate an all-you-can-eat hotpot restaurant chain." Please revise to state that
your chain currently consists of three restaurants.
•"Our restaurants are situated in prime locations" with "high foot traffic" and "in
close proximity to public transport." Please provide additional detail as to how
you define high foot traffic and proximity to public transport in relation to your
current restaurants and to the restaurant that you plan to open in Kwun Tong.
•"[W]e believe we can capture further growth by opening more hotpot restaurants
utilizing the proceeds from the Offer." Please revise to state the number of hotpot
restaurants that you believe you will be able to open using the proceeds of this
offering.
•"[H]ence we attribute our success partly to our strong commitment to food
quality" and "continue its success story and achieve sustainable growth in the
future" and "our plan for continued sustainable growth and overall capital
sufficiency." Please revise to disclose how you measure success,
quality, sustainable growth, and capital sufficiency with respect to these
statements.
•"This expansion plan includes the opening of more hotpot restaurants in
Hong Kong and, in particular, establishing our presence in Singapore as a
stepping stone and further tap into the specialty hotpot market in the Southeast
Asia region." To the extent known, please revise to state the number of additional
hotpot restaurants that you expect to open in Hong Kong and Singapore, including
an estimate of any capital expenditures and a timeline of any restaurant openings.
If this information is not known at this time, please revise to state as much.
•With respect to your target profit margins, please revise to disclose such targets,
who prepared them and any underlying bases or assumptions.
•"We believe we have developed a broad, loyal and diverse customer base over
the years" and your "loyalty membership programme." Please revise to discuss the
number of customers in your base and how you track loyalty and diversity.
Additionally, please describe your "loyalty membership programme" in further
detail.
Our Competitive Strengths, page 73
Here and in the summary, please revise your competitive strength disclosure to
explain the basis for your strong brand recognition given your three restaurants and
2.2% market share in the specialty hotpot restaurant market in Hong Kong. If known, 19.

December 31, 2024
Page 5
please also revise to quantify the market of the specialty hotpot restaurant market in
Hong Kong as compared to the entire restaurant market in Hong Kong.
Suppliers, page 75
20.We note that you generally do not enter into long-term contracts with your
suppliers, except for incentive agreements or promotion agreements with certain
beverage and ice-cream suppliers. To the extent such agreements are material, please
revise to summarize the material terms of such agreements and file such agreements
as exhibits. Refer to Item 601(b)(10) of Regulation S-K. Additionally, please revise to
disclose the terms generally used in your supplier contracts.
Regulations, page 77
21.Please revise to discuss the material effects of each regulation on your business. Refer
to Item 4.B.8. of Form 20-F.
Management
Agreements with Executive Officers and/or Directors, page 91
22.Please revise this section to clarify if directors’ employment agreements with you or
any of your subsidiaries provide for benefits upon termination of employment, or an
appropriate negative statement. Refer to Item 6.C.2. of Form 20-F.
Related Party Transactions, page 93
23.We note that you have received licensing fees from Superior Fastening (HK) Limited,
where Mr. Lam is also the director of the related company. However, your disclosure
on page 86 regarding Mr. Lam's business experience notes that Mr. Lam served as the
chairman and CEO of Superior Fastening (HK) Limited from 1988 to 2003. To the
extent that he still serves as a director of Superior Fastening (HK) Limited, please
revise to state as much. Please make similar revisions for Mr. Lam's current roles at
Max Gold Limited, Vincent International Limited, and Marvellous Tech Limited.
24.We note that the related party transactions include payments for management fees,
office support, manpower support income, and licensing fees. Please revise to discuss
the nature of each transaction and file any agreements as exhibits. Refer to Item
601(b)(10) of Regulation S-K.
Description of Shares, page 95
25.We note your disclosure throughout the prospectus regarding each of the Share Splits.
Please provide a discussion here of the history of share capital for the last three years,
including each of the Share Splits. Refer to Item 10.A.6. of Form 20-F.
Legal Matters, page 123
26.We note your statement on page 123 that you relied on legal opinions from Ortoli
Rosenstadt LLP regarding U.S. securities law matters. Please file an opinion and
consent of Ortoli Rosenstadt LLP as exhibits. Refer to Item 601(b)(5) and Item
601(b)(23) of Regulation S-K.

December 31, 2024
Page 6
            Please contact Nasreen Mohammed at 202-551-3773 or Adam Phippen at 202-551-
3336 if you have questions regarding comments on the financial statements and related
matters. Please contact Jenna Hough at 202-551-3063 or Cara Wirth at 202-551-7127 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Jason Ye