Happy City Holdings Limited Announced Partial Exercise of Underwriter’s Over-Allotment Option

Rhea-AI Summary

Happy City Holdings Limited (NASDAQ: HCHL), a Hong Kong-based hotpot restaurant operator, announced that underwriters have partially exercised their over-allotment option to purchase an additional 112,000 Class A Ordinary Shares at $5.00 per share, generating additional gross proceeds of $0.56 million.

Following this exercise, the total IPO size increased to 1,212,000 shares with total gross proceeds of $6.06 million. The company's shares began trading on the Nasdaq Capital Market on June 24, 2025. The proceeds will be used for business expansion in Hong Kong and Southeast Asia, along with working capital and general corporate purposes.

Positive

• Additional capital raised through over-allotment option exercise ($0.56 million)
• Successful listing on NASDAQ Capital Market
• Planned expansion into Southeast Asian markets

Negative

• Relatively small IPO size of $6.06 million total
• Over-allotment option only partially exercised, indicating limited additional demand

Insights

IPO and Capital Markets Specialist

HCHL's IPO overallotment exercise adds $0.56M, bringing total raise to $6.06M for Hong Kong/Southeast Asia expansion.

Happy City Holdings Limited (HCHL) has successfully completed its IPO process with the partial exercise of the underwriter's over-allotment option, generating an additional $0.56 million in gross proceeds. This brings the total capital raised to $6.06 million before deducting underwriting discounts and expenses.

The over-allotment option resulted in 112,000 additional Class A Ordinary Shares being sold at $5.00 per share, increasing the total offering size to 1,212,000 shares. This 9.2% boost to the original offering provides HCHL with additional capital for its stated expansion plans in Hong Kong and Southeast Asia.

The exercise of even a partial over-allotment option typically indicates some level of investor demand beyond the initial offering. However, the relatively modest size of this IPO ($6.06 million) places HCHL in the micro-cap category, which often faces greater volatility and liquidity challenges.

The company's debut on the Nasdaq Capital Market on June 24 was followed by this July 11 over-allotment closing, completing a standard IPO sequence. The firm commitment underwriting structure led by Dominari Securities suggests the underwriters purchased all shares outright rather than working on a best-efforts basis, providing greater certainty for the issuer.

With the capital raising process now complete, HCHL's management can fully focus on executing their hotpot restaurant expansion strategy in Hong Kong and Southeast Asia while investors will be watching for efficient deployment of these newly raised funds.

Hong Kong, July 11, 2025 (GLOBE NEWSWIRE) -- Happy City Holdings Limited (Nasdaq: HCHL) (the “Company”), an established all-you-can-eat hotpot restaurant operator in Hong Kong, today announced that the underwriters of its previously announced initial public offering (the “Offering”) have partially exercised their over-allotment option (the “Over-Allotment Option”) to purchase an additional 112,000 Class A Ordinary Shares at the public offering price of $5.00 per share, resulting in additional gross proceeds of $0.56 million. After giving effect to the partial exercise of the Over-Allotment Option, the total number of Class A Ordinary Shares sold by the Company in the Offering increased to 1,212,000 shares and the gross proceeds increased to $6.06 million, before deducting underwriting discounts and other related expenses. The Over-Allotment Option closing date was July 11, 2025. The Class A Ordinary Shares began trading on the Nasdaq Capital Market June 24, 2025 under the symbol “HCHL.”

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 was conducted on a firm commitment basis. Dominari Securities LLC acts 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 act as United States, British Virgin Islands, Hong Kong and People’s Republic of China legal counsels to the Company, respectively. AOGB CPA LIMITED acts as the reporting accountants of the Company. VCL Law LLP acts as legal counsel to the Underwriters for the Offering.

A registration statement on Form F-1 relating to the Offering was filed with the U.S. Securities and Exchange Commission (the “SEC”) (File Number: 333- 285856), as amended, and was declared effective by the SEC on May 30, 2025. The Offering was made by means of a prospectus, forming a part of the registration statement. 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 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.

About Happy City Holdings Limited

 Headquartered in Hong Kong, we are a restaurant operator that operates three all-you-can-eat hotpot restaurants in Hong Kong serving mixed style, Shabu Shabu-style and Thai-style specialty hotpot. Through our restaurants that are located in various prime locations in Hong Kong, our unique brand image, and our strong commitment to food quality, we offer an immersive dining experience to our customers.

FORWARD-LOOKING STATEMENTS

Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations, including the trading of its Class A Ordinary Shares or the closing of the Offering. Investors can find many (but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct. The Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to read the risk factors contained in the Company’s final prospectus and other reports it files with the SEC before making any investment decisions regarding the Company’s securities. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law.

Contacts
Happy City Holdings Limited
Investor Relations
Email: info@happycitys.com

FAQ

What is the total amount raised in Happy City Holdings (HCHL) IPO after the over-allotment option?

After the partial exercise of the over-allotment option, HCHL raised total gross proceeds of $6.06 million from selling 1,212,000 Class A Ordinary Shares at $5.00 per share.

When did Happy City Holdings (HCHL) begin trading on NASDAQ?

Happy City Holdings (HCHL) began trading on the Nasdaq Capital Market on June 24, 2025.

How much was the over-allotment option for HCHL's IPO?

The underwriters purchased an additional 112,000 Class A Ordinary Shares at $5.00 per share, resulting in additional gross proceeds of $0.56 million.

What will Happy City Holdings (HCHL) use the IPO proceeds for?

HCHL intends to use the proceeds for business expansion in Hong Kong and Southeast Asia region, as well as working capital and general corporate purposes.

Who were the underwriters for Happy City Holdings (HCHL) IPO?

Dominari Securities LLC acted as the representative underwriter, with Revere Securities LLC and Pacific Century Securities LLC serving as co-underwriters.