Happy City Receives Nasdaq Noncompliance Notice Under Minimum Stockholders' Equity Rule. Gets Time Through March 9 To Regain Compliance

Happy City Holdings Limited (NASDAQ:HCHL) (the "Company" or "Happy City") today announced that the Company 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"), notifying the Company that the Company is not in compliance with the minimum of $2,500,000 in stockholders' equity for continued listing of the Company's class A ordinary shares of no par value (the "Class A Ordinary Shares") on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(b)(1) (the "Minimum Stockholders' Equity Rule").

The Minimum Stockholders' Equity Rule requires companies listed on The Nasdaq Capital Market to maintain a minimum of $2,500,000 in stockholders' equity for continued listing. However, based on the Company's Form 20-F filed on January 14, 2026, where the Company filed 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, and the Company does not meet the alternatives of market value of listed securities or net income from continuing operations as of January 23, 2026, and is thus non-compliant with the Minimum Stockholders' Equity Rule.