Correspondence 0001753926-25-000970 from Hamco Ventures Ltd (CIK 0002039079)
Hamco Ventures Ltd (CIK 0002039079)
Date: June 17, 2025 · CIK: 0002039079 · Accession: 0001753926-25-000970
AI Filing Summary & Sentiment
File numbers found in text: 333-283829
Referenced dates: June 11, 2025
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Hamco
Ventures Limited
Mandar House, 3rd Floor
Johnson’s Ghut, Tortola
British Virgin Islands
June
17, 2025
VIA
EDGAR
Division
of Corporation Finance
Office of Trade & Services
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C., 20549
Re:
Hamco
Ventures Limited
Registration Statement on Form F-1 Amendment No. 3
Response to the Staff’s Comments Dated June 11, 2025
Registration No. 333-283829
Dear Mr. Rhodes, Mr. Decker, Ms. Hough and Mr. Field:
Hamco
Ventures Limited (the “Company”), a foreign private issuer incorporated in the British Virgin Islands (the “Company”),
submits to the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated June 11, 2025 on
the Company’s registration statement on Form F-1, Amendment No. 3 submitted on June 4, 2025. Concurrently with the submission of
this letter, the Company is filing its amendment No. 4 to the registration statement on Form F-1 (the “Amendment No. 4 to the
Registration Statement”).
The
Staff’s comments from its letter dated June 11, 2025 are repeated below in bold and followed by the Company’s responses.
Prospectus
Summary, page 1
1. We
note your response to prior comment 2 and reissue. We note that no changes have been made
to the Prospectus Summary section of the registration statement in response to the prior
comment. We acknowledge the updated disclosure included on the cover page; however, please
ensure that the relevant disclosure is found both on the cover page and in the Prospectus
Summary section. In that regards, please disclose each permission or approval that you and
your subsidiaries, are required to obtain from Chinese authorities to operate your business
and to offer the securities being registered to foreign investors. State whether you or your
subsidiaries are covered by permissions requirements from the China Securities Regulatory
Commission (CSRC), Cyberspace Administration of China (CAC) or any other governmental agency
that is required to approve your operations, and state affirmatively whether you have received
all requisite permissions or approvals and whether any permissions or approvals have been
denied. Please also describe the consequences to you and your
investors
if you or your subsidiaries: (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that such
permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations change and you are required to
obtain such permissions or approvals in the future. If you relied on an opinion of counsel to reach these conclusions, then counsel
should be named and a consent of counsel filed as an exhibit. If you did not consult counsel, then explain why, as well as the basis
for your conclusions regarding whether approvals are required. If you have determined that certain permissions/approvals are not
required/applicable, please discuss how you came to that conclusion, why that is the case, and the basis on which you made that
determination.
We
have updated our disclosure to provide the requisite information requested in this comment to the “Prospectus Summary”.
In addition, we have provided a legal opinion of PRC counsel to the disclosure attached thereto as Exhibit 8.1.
Dilution,
page 47
2. Please
update your net tangible book value to December 31, 2024, as well as any underlying calculated
amounts presented in the dilution table.
We
have updated our disclosure by updating our net tangible book value to December 31, 2024 and underlying calculated amounts presented
in the dilution table.
If
you have any questions or further comments regarding the Amendment No. 4 to the Registration Statement, please contact me via email at
eddy.chow@hamcopartners.com.
Sincerely.
By:
/s/ Chun
Leung Chow, (Eddy)
Name:
Chun Leung Chow, (Eddy)
Title:
Chief Executive Officer, Chief Financial Officer, Director