Hong Kong, Jan. 27, 2026 — Happy City Holdings Limited (Nasdaq: HCHL) (the “Company” or “Happy City”) announced today that it received a notice from the staff of the Nasdaq Listing Qualifications department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”), dated January 23, 2026 (the “Notification Letter”). This letter informs the Company that it is not in compliance with the requirement for continued listing of its class A ordinary shares of no par value (the “Class A Ordinary Shares”) on The Nasdaq Capital Market, which mandates a minimum of $2,500,000 in stockholders’ equity, as outlined in Nasdaq Listing Rule 5550(b)(1) (the “Minimum Stockholders’ Equity Rule”).
The Minimum Stockholders’ Equity Rule stipulates that companies listed on The Nasdaq Capital Market must maintain at least $2,500,000 in stockholders’ equity to remain listed. However, based on the Company’s Form 20-F filed on January 14, 2026—where it submitted its audited consolidated financial statements for the year ended August 31, 2025—the Company reported stockholders’ equity of $2,206,497 as of August 31, 2025. As of January 23, 2026, the Company does not meet the alternative criteria related to the market value of listed securities or net income from continuing operations, thus rendering it non-compliant with the Minimum Stockholders’ Equity Rule.
The Company’s Class A Ordinary Shares continue to trade on The Nasdaq Capital Market under the symbol “HCHL,” and receipt of the Notification Letter has not affected the Company’s business operations. The Notification Letter does not immediately impact the Company’s listing status. In line with the Nasdaq Listing Rules, the Company has 45 calendar days—until March 9, 2026—to submit a plan to restore compliance. If the plan is accepted, Nasdaq may grant an extension of up to 180 calendar days from the date of the Notification Letter to demonstrate compliance.
The Company is exploring a variety of measures to regain and maintain compliance, consistent with the Nasdaq Listing Rules and as part of its regular corporate and capital planning activities, with the goal of preserving its continued listing on The Nasdaq Capital Market. The Company intends to submit its compliance plan by or before March 9, 2026, the deadline. There is no guarantee that the Company’s plan will be approved or that it will successfully regain and sustain compliance with the Minimum Stockholders’ Equity Rule and all other applicable continued listing requirements.
About Happy City Holdings Limited
Headquartered in Hong Kong, we operate as a restaurant company with three all-you-can-eat hotpot restaurants in Hong Kong, offering mixed-style, Shabu Shabu-style, and Thai-style specialty hotpot. Through our restaurants located in prime areas of Hong Kong, our distinct brand identity, and our strong focus on food quality, we deliver an engaging dining experience to our customers.
Forward-Looking Statements
This press release includes forward-looking statements that involve risks and uncertainties, such as those related to the Company’s future business plans, growth projections, expansion strategies, and the expected impact of divestments. Actual results may differ significantly due to market conditions, operational performance, regulatory changes, and other factors. The Company assumes no obligation to update forward-looking statements unless required by law.
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Happy City Holdings Limited
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