CORRESP Filing
Happy City Holdings Ltd
Date: May 28, 2025 · CIK: 0002046656 · Accession: 0001213900-25-047980
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-285856
Letter
Dominari Securities LLC
725 5th Ave, 23 Floor
New York, NY 10022
May 28, 2025
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Trade & Services
100 F Street, NE
Washington, D.C., 20549
Attn: Jenna Hough
Re: Happy City Holdings Limited
Registration Statement on Form F-1, as amended
File No. 333-285856 Request for Acceleration of Effectiveness
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the "Act"), the undersigned, for itself and the other underwriters, hereby join in the request by Happy City Holdings Limited that the effective date of the above-referenced registration statement be accelerated so that it will be declared effective at 5: 00 p.m. on May 30, 2025, or as soon thereafter as is practicable.
Pursuant to Rule 460 under the Act, we wish to advise you that the underwriters will distribute as many copies of the preliminary prospectus to underwriters, dealers, institutions and others as appears to be reasonable to secure adequate distribution.
The undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended.
Very Truly Yours,
Dominari Securities LLC
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CORRESP 1 filename1.htm Dominari Securities LLC 725 5th Ave, 23 Floor New York, NY 10022 May 28, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, NE Washington, D.C., 20549 Attn: Jenna Hough Re: Happy City Holdings Limited Registration Statement on Form F-1, as amended File No. 333-285856 Request for Acceleration of Effectiveness Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended (the "Act"), the undersigned, for itself and the other underwriters, hereby join in the request by Happy City Holdings Limited that the effective date of the above-referenced registration statement be accelerated so that it will be declared effective at 5: 00 p.m. on May 30, 2025, or as soon thereafter as is practicable. Pursuant to Rule 460 under the Act, we wish to advise you that the underwriters will distribute as many copies of the preliminary prospectus to underwriters, dealers, institutions and others as appears to be reasonable to secure adequate distribution. The undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended. Very Truly Yours, Dominari Securities LLC By: /s/ Eric Newman Name: Eric Newman Title: Global Head of Investment Banking cc: Fang Liu, Esq. of VCL Law LLP