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                                                            April 24, 2025

Suk Yee Kwan
Chief Executive Officer
Happy City Holdings Ltd
30 Cecil Street
#19-08 Prudential Tower
Singapore

       Re: Happy City Holdings Ltd
           Amendment No. 1 to Registration Statement on Form F-1
           Filed April 14, 2025
           File No. 333-285856
Dear Suk Yee Kwan:

     We have reviewed your amended registration statement and have the
following
comment.

        Please respond to this letter by amending your registration statement
and providing
the requested information. 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 any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Amendment No. 1 to Registration Statement on Form F-1 filed April 14, 2025
General

1.     We note your amended disclosure that your restaurant in North Point
District was
       closed due to "expiration of the lease agreement" and that you "opened a
new flagship
       restaurant . . . in Kwun Tong that features both [of y]our brands."
Please revise the
       "Our Operations" chart on page 74 and the "Facilities" chart on page 84
to
       prominently disclose that your previous location in North Point District
is now closed.
       In light of these events, and given that the new restaurant combines two
of your
       brands, please revise your prospectus to include any material risks
related to this new
       location specifically, and whether you have acquired all necessary
licenses and abided
       by all regulations relevant to the new restaurant's operations. In this
regard, we note
       your statement on page 94 that you "have obtained all relevant licenses
and
 April 24, 2025
Page 2

        certificates for [y]our existing operations in Hong Kong and that [you]
complied with
        all applicable laws, regulations, rules, codes and guidelines in Hong
Kong in
        connection with [y]our business and operations in all material respects
during the year
        ended August 31, 2024 and 2023." The disclosure here should not be
qualified by
        materiality. Please make appropriate revisions.
        Please direct any questions to Eddie Kim at 202-551-8713 or Cara Wirth
at 202-551-
7127.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of Trade &
Services
cc:     Jason Ye
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