(Incorporated in the British Virgin Islands)

We are a restaurant operator that runs three all-you-can-eat hotpot restaurants through our wholly owned operating subsidiaries in Hong Kong. We have been in the restaurant services industry serving the Hong Kong market for over 5 years, which is a relatively short operating history compared to some of our established competitors. Our restaurants serve all-you-can-eat Thai and Japanese hotpot to our customers under the brand names “Thai Pot (泰金鍋)” and “Gyu! Gyu! Shabu Shabu (牛牛殿堂日式火鍋放題)”. As of the date of this prospectus, we operate three restaurants located in the Tsuen Wan District in the New Territories, the Mong Kok District in Kowloon, and the North Point District on Hong Kong Island.

For the years ended August 31, 2024, and August 31, 2023, our revenue was generated from providing food and beverage to customers in our restaurants in North Point, Mong Kok and Tsuen Wan.

We give customers set time limits for dining.

Note: Net income and revenue are in U.S. dollars for the year that ended Aug. 31, 2024.

(Note: Happy City Holdings Limited filed its F-1 on March 17, 2025, and disclosed the terms for its small-cap IPO: The company is offering 1.0 million shares at a price range of $5.00 to $7.00 to raise $6.0 million, if priced at the mid-point of its range.)