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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

Date
June 11, 2025
Author
By
Form
CORRESP
Company
Hamco Ventures Ltd (CIK 0002039079)

Letter

VIA EDGAR Division of Corporation Finance Office of Trade & Services 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)

Show Raw Text
CORRESP
1
filename1.htm

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