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1、2025/5/10 23:05sec.gov/Archives/edgar/data/2039079/000175392625000762/g084800_f1a.htmhttps:/www.sec.gov/Archives/edgar/data/2039079/000175392625000762/g084800_f1a.htm1/182F-1/A 1 g084800_f1a.htm F-1/A As filed with the U.S.Securities and Exchange Commission on May 8,2025 Registration No.333-283829 U

2、NITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON,D.C.20549 AMENDMENT NO.2TOFORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HAMCO VENTURES LIMITED(Exact name of Registrant as specified in its charter)British Virgin Islands6794Not Applicable(State or other jurisdiction ofinc

3、orporation or organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)Mandar House,3rd Floor Johnsons Ghut,Tortola British Virgin Islands+852-3511-6108 (Address,including zip code,and telephone number,including area code,of Registrants principal execu

4、tive offices)Interstate Agent Services LLC 301 Mill Road Suite U-5 Hewlett,NY 11557 Tel:718-569-2703 (Name,address,including zip code,and telephone number,including area code,of agent for service)Copies to:John OLeary,Esq.Patrizio&OLeary LLP 300 Carnegie Center,Suite 150 Princeton,NJ 08540 1-609-786

5、-2525 Approximate date of commencement of proposed sale to the public:As soon as practicable after the effective date of thisRegistration Statement.If any of the securities being registered on the Form are to be offered on a delayed or continuous basis pursuant to Rule 415 underthe Securities Act of

6、 1933,check the following box If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,check thefollowing box and list the Securities Act registration statement number of the earlier effective registration statement for the sameoffering.

7、If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pur

8、suant to Rule 462(d)under the Securities Act,check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of th

9、e Securities Act of 1933.2025/5/10 23:05sec.gov/Archives/edgar/data/2039079/000175392625000762/g084800_f1a.htmhttps:/www.sec.gov/Archives/edgar/data/2039079/000175392625000762/g084800_f1a.htm2/182If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicat

10、e by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards provided pursuant to Section 7(a)(2)(B)of the Securities Act.The term“new or revised financial accounting standard”refers to any update issued by

11、 the Financial Accounting StandardsBoard to its Accounting Standards Codification after April 5,2012.THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAYBE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHERAMENDMENT WHICH SPECIFICALLY STA

12、TES THAT THIS REGISTRATION STATEMENT SHALLTHEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a)OF THE SECURITIES ACT OF 1933OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THECOMMISSION,ACTING PURSUANT TO SECTION 8(a),MAY DETERMINE.2025/5/10 23:05sec.gov/Archives/edg

13、ar/data/2039079/000175392625000762/g084800_f1a.htmhttps:/www.sec.gov/Archives/edgar/data/2039079/000175392625000762/g084800_f1a.htm3/182 The information in this preliminary prospectus is not complete and may be changed.We may not sell these securities untilthe registration statement filed with the U

14、nited States Securities and Exchange Commission is declared effective.Thispreliminary prospectus is not an offer to sell these securities and it is not soliciting any offer to buy these securities in anyjurisdiction where the offer or sale is not permitted.Preliminary ProspectusSubject to Completion

15、,Dated ,2025 HAMCO VENTURES LIMITED Up to 2,000,000 Ordinary Shares This is the initial public offering,or the“offering,”of up to 2,000,000 Ordinary Shares common shares,par value US$0.00001 per share(each,an“Ordinary Share”,collectively,“Ordinary Shares”)of Hamco Ventures Limited,a BVI businesscomp

16、any with limited liability incorporated in the BVI which is the holding company and with our principal place of business is inHong Kong.Hamco Ventures Limited(“Hamco,”“Company,”“we,”or“our”)is offering up to 2,000,000 Ordinary Shares in a self-underwritten offering,on the best-efforts basis,meaning

17、that no aggregate minimum offering amount is required to be raised by usin this offering.As such,the actual public offering amount and proceeds to us,if any,are not presently determinable and netproceeds may be substantially less than the total maximum offering set forth above.The Ordinary Shares wi

18、ll be offered at thefixed price of$0.25 per share.This prospectus will permit our officers and directors to offer and sell on behalf of the Company the Ordinary Sharesdirectly to the public,with no commission or other remuneration payable to them for any Ordinary Shares sold.In offering theOrdinary

19、Shares on our behalf,our officers and directors will rely on the safe harbor from the broker-dealer registration set out inRule 3a4-1 under the Securities Exchange Act of 1934,as amended(the“Exchange Act”).We also reserve the right to engageplacement agents as finders in connection with this offerin

20、g.Prior to this offering,there has been no public market for our securities.Our securities are not currently eligible for tradingon any national securities exchange or any over-the-counter markets,including OTC Markets.We intend to have our OrdinaryShares to be eligible for proprietary quotations an

21、d quoted on the OTC Pink marketplace(“OTC Pink)of OTC Markets,Inc.(“OTC Markets”)following the effectiveness of the registration statement.To become eligible for proprietary quotations on OTCMarkets,we require the assistance of a FINRA registered broker that will act as a market maker and submit the

22、 application on ourbehalf to FINRA.At the time of this prospectus,we do not have any market maker that has agreed to assist us with this process.There is no assurance that our securities will become eligible for trading on the OTC Pink or any other quotation service or that anactive market for our O

23、rdinary Shares will develop.Currently,we have 205,100,000 shares of Ordinary Stock,$0.00001 par value,issued and outstanding.We also have38,090,000 preferred shares issued and outstanding.Each preferred share is entitled to ten votes for every Ordinary Share.As of the date of this prospectus,our chi

24、ef executive officer,Chun Leung Chow(Eddy),owns 68,314,280 shares of ourOrdinary Stock,which represents 33.31%of our outstanding Ordinary Shares,issued and outstanding.Mr.Chow owns 38,090,000of our preferred shares,which represent 100%of our preferred shares,issued and outstanding.Therefore,Mr.Chow

25、controls76.98%of the voting power of our shareholders.As such,Mr.Chow has the ability to control matters requiring shareholderapproval,including the election of directors,amendment of organizational documents,and approval of major corporatetransactions,such as a change in control,merger,consolidatio

26、n,or sale of assets.If Mr.Chow sells all of the shares being offered,pursuant to the offering by the Company herein,then he will controlapproximately 76.72%of the voting power of the Company,which still constitutes controlling interest of the Company.We may amend this prospectus from time to time by

27、 filing amendments as required.You should read the entire prospectusand any amendments carefully before you make your investment decision.We are a development stage company that just started its business operations in Hong Kong.The Company is an“emerging growth company”as that term is used in the Ju

28、mpstart Our Business Startups Act of 2021(“JOBS Act”).As such,in thisprospectus,we have taken advantage of certain reduced public company reporting requirements that apply to emerging growthcompanies regarding selected financial data and executive compensation arrangements.Investing in our ordinary

29、shares involves a high degree of risk,including the risk of losing your entire investment.See“Risk Factors”to read about factors you should consider before buying our Ordinary Shares.2025/5/10 23:05sec.gov/Archives/edgar/data/2039079/000175392625000762/g084800_f1a.htmhttps:/www.sec.gov/Archives/edga

30、r/data/2039079/000175392625000762/g084800_f1a.htm4/182Hamco is a BVI business company with limited liability incorporated in the BVI which is the holding company,andis not a Chinese operating company.As a holding company with no material operations,we conduct our operations in HongKong through our o

31、perating subsidiary,Hamco Creek Asia Development Company Limited(“Hamco Creek”).Hong Kongis a special administrative region of the Peoples Republic of China(“PRC”)and the basic policies of the PRC regardingHong Kong are reflected in the Basic Law of the Hong Kong Special Administrative Region(the“Ba

32、sic Law”),which is anational law of the PRC and constitutional document for Hong Kong,which provides Hong Kong with a high degree ofautonomy and executive,legislative and independent judicial powers,including that of final adjudication under theprinciple of“one country,two systems.See“Risk Factors R

33、isks Related to Doing Business in Hong Kong All of ouroperations are in Hong Kong,a special administrative region of the PRC.Due to the long-arm provisions under the current PRClaws and regulations,the Chinese government may exercise significant oversight and discretion over the conduct of our busin

34、essand may intervene in or influence our operations at any time,which could result in a material change in our operations and/or thevalue of our Class A Ordinary Shares.Any actions by the Chinese government to exert more oversight and control over offeringsthat are conducted overseas and/or foreign

35、investment in Hong Kong or China-based issuers could significantly limit or completelyhinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly declineor be worthless.The Chinese government may intervene or impose restrictions on

36、 our ability to move money out of Hong Kong todistribute earnings and pay dividends or to reinvest in our business outside of Hong Kong.Changes in the policies,regulations,rules,and the enforcement of laws of the Chinese government may also be quick with little advance notice and our assertions andb

37、eliefs of the risk imposed by the PRC legal and regulatory system cannot be certain”.As used in this prospectus,terms such as“the Company,”“we,”“us,”“our company,”or“our”refer to Hamco,unless the context suggests otherwise,and when describing Hamcos consolidated financial information,also includes t

38、heHong Kong operating entity,Hamco Creek.We directly hold 100%equity interests in the operating entity in Hong Kong,and we do not have any entities in China and do not currently use a variable interest entity(“VIE”)structure.Our investors will hold Ordinary Shares of Hamco,a BVI business company wit

39、h limited liability incorporated inthe BVI which is the holding company,and not shares of Hamco Creek,our operating Hong Kong company.Such structureinvolves unique risks to investors in our Ordinary Shares.Pursuant to the“long arm”provisions of the laws andregulations of the mainland PRC,as discusse

40、d in more detail in this prospectus,investors face risks that PRC authoritiescould disallow this structure,which would result in a material adverse effect on our operations and would cause the valueof our Ordinary Shares to significantly decline or become worthless.2025/5/10 23:05sec.gov/Archives/ed

41、gar/data/2039079/000175392625000762/g084800_f1a.htmhttps:/www.sec.gov/Archives/edgar/data/2039079/000175392625000762/g084800_f1a.htm5/182 There may be prominent risks associated with our operations being in Hong Kong.There are also risks that theChinese government may intervene or influence our oper

42、ations at any time,or may exert more control over offeringsconducted overseas and/or foreign investment in Hong Kong or PRC-based issuers,which could result in a material changein our operations and/or the value of our securities.If there is a significant change to current political arrangementsbetw

43、een mainland China and Hong Kong,companies operated in Hong Kong may face similar regulatory risks as thoseoperated in the PRC,including its ability to offer securities to investors,list its securities on a U.S.or other foreignexchange,conduct its business or accept foreign investment.We are aware t

44、hat the PRC government recently initiated a series of statements and regulatory actions and new policies toregulate business operations in China with little advance notice,including cracking down on illegal activities in thesecurities market,enhancing supervision over China-based companies listed ov

45、erseas using a VIE structure,exerting morecontrol over offerings conducted overseas and/or foreign investment in China-based issuers,adopting new measures toextend the scope of cybersecurity reviews,and expanding the efforts in anti-monopoly enforcement.On February 17,2023,the China Securities Regul

46、atory Commission(“CSRC”)promulgated the Trial Administrative Measures of the OverseasSecurities Offering and Listing by Domestic Companies(the“Trial Administrative Measures”)and relevant five guidelines,which will become effective on March 31,2023,and will require PRC domestic companies that seek to

47、 offer securities or listin overseas markets,either directly or indirectly,to fulfill the filing procedure with the CSRC:“See“Risk Factors RisksRelated to Doing Business in Hong Kong All of our operations are in Hong Kong,a special administrative region of the PRC.Due to the long-arm provisions unde

48、r current PRC laws and regulations,the Chinese government may exercise significantoversight and discretion over the conduct of our business and may intervene in or influence our operations at any time,whichcould result in a material change in our operations and/or the value of our Ordinary Shares.An

49、y actions by the Chinesegovernment to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in HongKong or China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities toinvestors and cause the

50、 value of such securities to significantly decline or be worthless.The Chinese government may intervene orimpose restrictions on our ability to move money out of Hong Kong to distribute earnings and pay dividends or to reinvest in ourbusiness outside of Hong Kong.Changes in the policies,regulations,

51、rules,and the enforcement of laws of the Chinese governmentmay also be quick with little advance notice,and our assertions and beliefs of the risk imposed by the PRC legal and regulatorysystem cannot be certain”.On December 24,2021,the CSRC released the Draft Administrative Provisions and the Draft

52、Filing Measures,both of which had a comment period that expired on January 23,2022.The Draft Administrative Provisions and DraftFiling Measures regulate the administrative system,record-filing management,and other related rules in respect of thedirect or indirect overseas issuance of listed and trad

53、ed securities by“domestic enterprises.”The Draft AdministrativeProvisions specify that the CSRC has regulatory authority over the“overseas securities offering and listing by domesticenterprises”,and requires“domestic enterprises”to complete filing procedures with the CSRC if they wish to list overse

54、as.On April 2,2022,the CSRC published the Notice on Seeking Public Comments on the Provisions on StrengtheningConfidentiality and Archives Management of Overseas Securities Issuance and Listing by Domestic Enterprises(Draft forComments),for public comment.These rules state that in the overseas listi

55、ng activities of domestic companies,domesticcompanies,as well as securities companies and securities service institutions providing relevant securities services thereof,should establish a sound system of confidentiality and archival work,shall not disclose state secrets,or harm the state andpublic i

56、nterests.On February 17,2023,the CSRC released the Trial Measures for Administration of Overseas Securities Offeringsand Listings by Domestic Companies and five interpretive guidelines(collectively,the“CSRC Filing Rules”).According tothe CSRC Filing Rules,domestic companies that seek to offer or lis

57、t securities overseas,both directly and indirectly,shouldfulfill the filing procedures and report relevant information to the CSRC;any failure to comply with such filling proceduresmay result in administrative penalties,such as an order to rectify,warnings,and fines.Under the CSRC Filing Rules,Chine

58、se domestic companies conducting overseas securities offering and listingactivities,either in direct or indirect form,shall complete filing procedures with the CSRC pursuant to the requirements ofthe CSRC Filing Rules within three working days following their submission of initial public offerings o

59、r listing application.Furthermore,pursuant to the CSRC Filing Rules,if the issuer both meets the following criteria,the overseas securitiesoffering and listing conducted by such issuer will be deemed as indirect overseas offering and listings by a Mainland Chinacompany and such issuer shall fulfil t

60、he CSRC filing procedure prior to its listing on the foreign stock markets:(i)50%ormore of any of the issuers operating revenue,total profit,total assets or net assets as documented in its auditedconsolidated financial statements for the most recent fiscal year is accounted for by Mainland China com

61、panies;and(ii)themain parts of the issuers business activities are conducted in Mainland China,or its main place(s)of business are located inMainland China,or the majority of senior management staff in charge of its business operations and management are PRCcitizens or have their usual place(s)of re

62、sidence located in Mainland China.2025/5/10 23:05sec.gov/Archives/edgar/data/2039079/000175392625000762/g084800_f1a.htmhttps:/www.sec.gov/Archives/edgar/data/2039079/000175392625000762/g084800_f1a.htm6/182As advised by our PRC counsel,Merits&Tree Law Offices,as of the date of this prospectus,on the

63、basis that(i)the Company does not,directly or indirectly,own or control any entity or subsidiary in mainland China,nor is it controlledby any mainland Chinese company or individual directly or indirectly;(ii)the Company and its subsidiaries do not haveany business operations in mainland China;(iii)t

64、he Company currently does not have or intend to set up any subsidiary orenter into any contractual arrangements to establish a variable interest entity structure with any entity in mainland China;(iv)none of the clients and suppliers of the Company and its subsidiaries are located in mainland China

65、and,(v)theCompany and its subsidiaries possess personal information of less than 1 million individuals in the PRC and do not possessany core data or important data of the PRC,or any information which affects or may affect national security of the PRC,we are not required to obtain approvals from the

66、PRC authorities to operate our business or list on the U.S.exchanges andoffer securities;specifically,we are currently not required to obtain any permission or approval from the CSRC,the CACor any other PRC governmental authority to operate our business or to list our securities on a U.S.securities

67、exchange orissue securities to foreign investors.Management understands that as of the date of this prospectus Hamco Creek has no operations in China and is notrequired to complete filing procedures with the CSRC pursuant to the requirements of the CSRC Filing Rules.WhileHamco Creek has no current o

68、perations in China,should we have any future operations in China and should we(i)fail toreceive or maintain such permissions or approvals,(ii)inadvertently conclude that such permissions or approvals are notrequired,or(iii)applicable laws,regulations,or interpretations change and require us to obtai

69、n such permissions orapprovals in the future,we may face sanctions by the CSRC,the CAC or other PRC regulatory agencies.These regulatoryagencies may also impose fines and penalties on our operations in China,as well as limit our ability to pay dividends outsideof China,limit our operations in China,

70、delay or restrict the repatriation of the proceeds from this offering into China ortake other actions that could have a material adverse effect on our business as well as the trading price of our OrdinaryShares.We may be required to restructure our operations to comply with such regulations or poten

71、tially cease operations inthe PRC entirely.The CSRC,the CAC or other PRC regulatory agencies also may take actions requiring us,or making itadvisable for us,to halt this offering before settlement and delivery of our Ordinary Shares.In addition,if the CSRC,theCAC or other regulatory PRC agencies lat

72、er promulgate new rules requiring that we obtain their approvals for thisoffering,we may be unable to obtain a waiver of such approval requirements,if and when procedures are established toobtain such a waiver.Any action taken by the PRC government could significantly limit or completely hinder ouro

73、perations in the PRC and our ability to offer or continue to offer securities to investors and could cause the value of suchsecurities to significantly decline or be worthless.As of the date of this prospectus,the Company and Hamco Creek,its Hong Kong subsidiary,(1)are not required toobtain permissi

74、ons or approvals from any PRC national authorities to operate their businesses or to issue the OrdinaryShares to foreign investors;and(2)are not subject to permission requirements from the China Securities RegulatoryCommission(the“CSRC”),the Cyberspace Administration of China(the“CAC”)or any other e

75、ntity that is required toapprove our operations.This conclusion is based on the fact that:(1)our Companys operating subsidiary is located inHong Kong,(2)we and our subsidiary have no direct operations in mainland China,and(3)pursuant to the Basic Law,national laws of the PRC shall not be applied in

76、Hong Kong except for those listed in Annex III of the Basic Law(which isconfined to laws relating to defense and foreign affairs,as well as other matters outside the autonomy of Hong Kong).However,in light of the recent statements and regulatory actions by the PRC government,such as those related to

77、 theextension of Chinas oversight and control into Hong Kong,the promulgation of regulations prohibiting foreign ownershipof Chinese companies operating in certain industries,which are constantly evolving,and anti-monopoly concerns,we maybe subject to the risks of uncertainty of any future actions o

78、f the PRC government in this regard.If it is determined in thefuture,however,that the approval of the CSRC,the CAC or any other regulatory authority is required for this offering,theoffering will be delayed until we have obtained the relevant approvals.There is also the possibility that we may not b

79、e ableto obtain or maintain such approval or that we inadvertently concluded that such approval was not required.If theapproval was required while we inadvertently concluded that such approval was not required or if applicable laws andregulations or the interpretation of such were modified to requir

80、e us to obtain the CSRC approval in the future,we mayface sanctions by the CSRC,the CAC or other PRC regulatory agencies.These regulatory agencies may impose fines andpenalties on our operations,limit our ability to pay dividends,limit our operations,or take other actions that could have amaterial a

81、dverse effect on our business,financial condition,results of operations and prospects,as well as the trading priceof our securities.The Company has assessed the enforceability of Chinas Enterprise Tax Law.Although the Enterprise Tax Law itself doesnot directly apply to Hong Kong,indirectly,in the ca

82、se of cross-border transactions,failure to adhere to withholding taxes may leadto increased scrutiny and potential disputes with tax authorities.Non-compliance may result in penalties,fines,and legal actionsinitiated by the tax authorities in both mainland China and Hong Kong.While we believe Hong K

83、ongs legal system is renowned for its stability and adherence to the common law principles,theongoing political uncertainties in both China and Hong Kong could potentially pose challenges to this established legal framework.The“one country,two systems”principle,which delineates a high degree of auto

84、nomy for Hong Kong,has faced increasingscrutiny and challenges in recent years.The political landscape and evolving relations between the Chinese central government andHong Kong authorities have led to concerns about potential impacts on the legal system.Political uncertainties,particularly thoseari

85、sing from changes in the interpretation and application of the Basic Law by the National Peoples Congress Standing Committeein Beijing,have created an environment where the autonomy and independence of Hong Kongs legal system may be subject to2025/5/10 23:05sec.gov/Archives/edgar/data/2039079/000175

86、392625000762/g084800_f1a.htmhttps:/www.sec.gov/Archives/edgar/data/2039079/000175392625000762/g084800_f1a.htm7/182reassessment.The imposition of national security laws in Hong Kong and other legislative changes has raised questions about thepotential influence of mainland China on Hong Kongs legal p

87、rocesses.While the legal system in Hong Kong remains distinct,thebroader political context has raised concerns about potential implications for judicial independence,the rule of law,and theenforceability of civil liabilities.The perceived erosion of autonomy in Hong Kong could impact the overall bus

88、iness environment,introducing uncertainties for companies operating in the region.2025/5/10 23:05sec.gov/Archives/edgar/data/2039079/000175392625000762/g084800_f1a.htmhttps:/www.sec.gov/Archives/edgar/data/2039079/000175392625000762/g084800_f1a.htm8/182 In addition to the foregoing risks,adverse cha

89、nges in economic and political policies of the Hong Kong and PRCgovernment could have a material and adverse effect on overall economic growth in China and Hong Kong,which couldmaterially and adversely affect our business.This may also have an adverse impact on the ability of U.S.investors toenforce

90、 a judgment obtained in U.S.Courts against these entities,bring actions in Hong Kong against us or ourmanagement or to effect service of process on the officers and directors managing the Hong Kong subsidiary.Hamco is a BVI company with no operations of its own.Hamco conducts its operations in Hong

91、Kong primarily throughHamco Greek,Hamcos subsidiary in Hong Kong.Hamco may rely on dividends to be paid by its Hong Kong subsidiary to fundits cash and financing requirements,including the funds necessary to pay dividends and other cash distributions to its shareholders,to service any debt it may in

92、cur and to pay its operating expenses.In order for Hamco to pay dividends to its shareholders,it willrely on payments made from its Hong Kong subsidiary to Hamco.As of the date of this prospectus,Hamco does not have bankaccounts.There has been no dividends,distributions or any other cash flows or tr

93、ansfers of assets made among Hamco or thesubsidiaries and no dividends,distributions or any other cash flows or transfers of assets made to shareholders.Hamco does not intend to make dividends or distributions to investors of Hamco in the foreseeable future.We currentlyintend to retain all available

94、 funds and future earnings,if any,for the operation and expansion of our business and do not anticipatedeclaring or paying any dividends in the foreseeable future.Any future determination related to our dividend policy will be made atthe discretion of our board of directors after considering our fin

95、ancial condition,results of operations,capital requirements,contractual requirements,business prospects and other factors the board of directors deems relevant,and subject to the restrictionscontained in any future financing instruments.Hamco(British Virgin Islands)Hamco is permitted under the laws

96、of BVI to provide funding to and receive funding from Hamco Creek through dividenddistributions or other payments of cash without restrictions on the amount of the funds.There are no BVI law restrictions onHamcos ability to receive and provide funding from Hamco Creek.Hamco Creek(Hong Kong)Hamco Cre

97、ek is permitted under the laws of Hong Kong to provide funding to and receive funding from Hamco throughdividend distributions or other payments of cash without restrictions on the amount of the funds.If Hamcos Hong Kongsubsidiary incurs debt on its own behalf in the future,the instruments governing

98、 the debt may restrict its ability to pay dividends ormake other distributions to us.There are no HK law restrictions on Hamco Creeks ability to transfer cash to or receive cash fromHamco in the event Hamco Creek incurs debt.Under the current practice of the Inland Revenue Department of Hong Kong,no

99、 tax is payable in Hong Kong in respect ofdividends paid by Hamco Creek.The laws and regulations of the PRC do not currently have any material impact on transfer of cashfrom Hamco Creek to Hamco or from Hamco to Hamco Creek.There are no restrictions or limitation under the laws of Hong Kongimposed o

100、n the conversion of HK dollar into foreign currencies and the remittance of currencies out of Hong Kong or acrossborders and to U.S investors(See-Consolidated Financial Statements Note 3).The structure of cash flows within our organization,and a summary of the applicable regulations,is as follows:1.

101、Our equity structure is a direct holding structure,that is,the entity issuing Ordinary Shares in this offering isHamco,a BVI business company with limited liability incorporated in the BVI which is holding company,andthe issuer in this offering.It holds a wholly-owned operating direct subsidiary,Ham

102、co Creek,incorporatedand operating in Hong Kong.2.As of the date of this prospectus,the Company has not established or maintained any cash managementpolicies that dictate the purpose,amount and procedure of fund transfers among the Company,oursubsidiaries,or investors.As of the date of this prospect

103、us,there have been no cash and asset transfers betweenthe Company and its Hong Kong subsidiary.Upon the closing of the offering and the receipt of the funds bythe Company investors,these funds can be directly transferred to our Hong Kong subsidiary(See“Consolidated Financial Statements,Note 3”).3.As

104、 of the date of this prospectus,the Company has not declared or paid dividends or made distributions to itsHong Kong operating entity or to investors in the past,nor any dividends or distributions were made by ourHong Kong operating entity to the Company.For the foreseeable future,Hamco intends to u

105、se earnings for thedevelopment of its service and accordingly,we do not expect to pay any cash dividends.4.As a holding company,we may rely on dividends and other distributions on equity paid by Hamco Creek,ourwholly-owned Hong Kong subsidiary,for our cash and financing requirements.The ability of o

106、ur Hong Kong2025/5/10 23:05sec.gov/Archives/edgar/data/2039079/000175392625000762/g084800_f1a.htmhttps:/www.sec.gov/Archives/edgar/data/2039079/000175392625000762/g084800_f1a.htm9/182subsidiary to distribute dividends is based upon its distributable earnings.There is a possibility that the PRCgovern

107、ment could prevent our cash maintained in Hong Kong from leaving or the PRC government may alsointervene or impose restrictions on our ability to move money out of Hong Kong to distribute earnings and paydividends or to reinvest in our business outside of Hong Kong.We rely on dividends from our Hong

108、 Kongsubsidiary for our cash and financing requirements,such as the funds necessary to service any debt we mayincur.Any such controls or restrictions may adversely affect our ability to finance our cash requirements,service debt or make dividends or other distributions to our shareholders.See“Risk F

109、actors Risks Related toDoing Business in Hong Kong All of our operations are in Hong Kong,a special administrative region of the PRC.Due to the long-arm provisions under current PRC laws and regulations,the Chinese government may exercisesignificant oversight and discretion over the conduct of our b

110、usiness and may intervene in or influence our operationsat any time,which could result in a material change in our operations and/or the value of our Ordinary Shares.Anyactions by the Chinese government to exert more oversight and control over offerings that are conducted overseasand/or foreign inve

111、stment in Hong Kong or China-based issuers could significantly limit or completely hinder ourability to offer or continue to offer securities to investors and cause the value of such securities to significantlydecline or be worthless.The Chinese government may intervene or impose restrictions on our

112、 ability to move moneyout of Hong Kong to distribute earnings and pay dividends or to reinvest in our business outside of Hong Kong.Changes in the policies,regulations,rules,and the enforcement of laws of the Chinese government may also be quickwith little advance notice,and our assertions and belie

113、fs of the risk imposed by the PRC legal and regulatory systemcannot be certain”.2025/5/10 23:05sec.gov/Archives/edgar/data/2039079/000175392625000762/g084800_f1a.htmhttps:/www.sec.gov/Archives/edgar/data/2039079/000175392625000762/g084800_f1a.htm10/182 Our Ordinary Shares may be prohibited from trad

114、ing on a national exchange or over-the-counter market underthe Holding Foreign Companies Accountable Act(the“HFCA Act”)if the Public Company Accounting Oversight Board(United States)(the“PCAOB”)is unable to inspect our auditors for two consecutive years.Pursuant to the HFCA Act,thePCAOB issued a Det

115、ermination Report on December 16,2021 which found that the PCAOB is unable to inspect orinvestigate completely registered public accounting firms headquartered in:(i)mainland China of the PRC,and(ii)HongKong;and such report identified the specific registered public accounting firms which are subject

116、 to these determinations.On August 26,2022,the PCAOB signed a Statement of Protocol with the CSRC and Chinas Ministry of Finance(the“PRCMOF”)in respect of cooperation on the oversight of PCAOB-registered public accounting firms based in mainland Chinaand Hong Kong.Pursuant to the Statement of Protoc

117、ol,the PCAOB conducted inspections on select registered publicaccounting firms subject to the Determination Report in Hong Kong between September 2022 and November 2022.OnDecember 15,2022,the PCAOB board announced that it has completed the inspections,determined that it had completeaccess to inspect

118、 or investigate completely registered public accounting firms headquartered in mainland China and HongKong,and voted to vacate the Determination Report.Our auditor,TAAD LLP the independent registered public accounting firm that issues the audit report included inthis prospectus,as an auditor of comp

119、anies that are traded publicly in the United States and a firm registered with thePCAOB,is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess TAADLLPs compliance with applicable professional standards.TAAD LLP,is headquartered in Los Angeles,CA.,a

120、nd can beinspected by the PCAOB.TDDA LLP was not identified in the Determination Report as a firm subject to the PCAOBsdetermination.Notwithstanding the foregoing,in the event that,in the future,the PCAOB determines that it is not able tofully conduct inspections of our auditor for three consecutive

121、 years,or the PCAOB re-evaluates its determination as a resultof any obstruction with the implementation of the Statement of Protocol in the future,trading of our securities on anational securities exchange or in the over-the counter market may be prohibited under the HFCA Act and our access to theU

122、.S.capital markets may be limited or restricted.In addition,on June 22,2021,the U.S.Senate passed the AcceleratingHolding Foreign Companies Accountable Act(the“AHFCAA”),which,if passed by the U.S.House of Representatives andsigned into law,would reduce the period of time for foreign companies to com

123、ply with the PCAOB audits to twoconsecutive years instead of three,thus reducing the time period for triggering the prohibition on trading.On December 29,2022,the Consolidated Appropriations Act,2023(the“CAA”)was signed into law by President Biden.The CAA contained,among other things,an identical pr

124、ovision to the AHFCAA,which reduces the number of consecutive non-inspection yearsrequired for triggering the prohibitions under the HFCA Act from three years to two.We operate in a competitive industry and a highly competitive market.We may be subject to a variety of laws andother obligations regar

125、ding competition laws in Hong Kong,and any failure to comply with applicable laws and obligationscould have a material and adverse effect on our business,financial condition and results of operations.We face significantcompetition in the market due to the presence of a large amount of goods and serv

126、ice providers.We may be subject to theCompetition Ordinance(Chapter 619 of the Laws of Hong Kong)(“Competition Ordinance”),which came into force onDecember 14,2015,laying down three forms of behaviors and imposing three rules intended to prevent and discourageanti-competitive conducts:(i)the first c

127、onduct rule prohibits agreements between undertakings that have the object oreffect of preventing,restricting and distorting competition in Hong Kong;(ii)the second conduct rule prohibitsundertakings with a substantial degree of market power in a market from abusing that power by engaging in conduct

128、 thathas the object or effect of preventing,restricting and distorting competition in Hong Kong;and(iii)the merger ruleprohibits mergers that have or are likely to have the effect of substantially lessening competition in Hong Kong.Currently,the merger rule only applies where an undertaking that dir

129、ectly or indirectly holders a“carrier license”within the meaningof the Telecommunications Ordinance(Chapter 106 of the Laws of Hong Kong)is involved in a merger,and is therefore notapplicable to our business.The Competition Commission is a statutory body in Hong Kong established to investigate any c

130、ontraventionagainst and enforce on the provisions of the Competition Ordinance,and the Competition Tribunal is a tribunal set upunder the Competition Ordinance,as part of the Hong Kong judiciary,to hear and decide cases relating to competition lawin Hong Kong.Under the guidelines and policies publis

131、hed by the Competition Commission,possible outcomes ofinvestigation of contravention of the Competition Ordinance may include the acceptance of commitment given by theinfringer,the issuing of warning notice or infringement notice,commencement of proceedings in the Competition Tribunal,applying for c

132、onsent order,referral of complaint to a government agency and the conduct of a market study.TheCompetition Tribunal may order remedies including pecuniary penalty,disqualification order,or other orders under theCompetition Ordinance.The guidelines and policies published by the Competition Commission

133、 in Hong Kong did notmention any remedies which may affect an entitys ability to accept foreign investment or list on a U.S./foreign exchange asa result of the non-compliance of the Competition Ordinance.2025/5/10 23:05sec.gov/Archives/edgar/data/2039079/000175392625000762/g084800_f1a.htmhttps:/www.

134、sec.gov/Archives/edgar/data/2039079/000175392625000762/g084800_f1a.htm11/182 Operating our business in Hong Kong,we are subject to the Personal Data(Privacy)Ordinance(Chapter 486 ofthe Laws of Hong Kong)(the“PDPO”or the“Personal Data(Privacy)Ordinance”),which imposes a duty on any data userwho,eithe

135、r alone or jointly with other persons,controls the collection,holding,processing or use of any personal datawhich relates directly or indirectly to a living individual and can be used to identify that individual.Under the PDPO,datausers shall take all practicable steps to protect the personal data t

136、hey hold from any unauthorized or accidental access,processing,erasure,loss,or use.Once collected,such personal data should not be kept longer than necessary for thefulfilment of the purpose for which it is or is to be used and shall be erased if it is no longer required,unless erasure isprohibited

137、by law or is not in the public interest.The PDPO also confers on the Privacy Commissioner for Personal Data(“Privacy Commissioner”)power to conduct investigations and institute prosecutions.The data protection principles(collectively,the“DPP”or the“Data Protection Principles”),which are contained in

138、 Schedule 1 to the PDPO,outline howdata users should collect,handle,and use personal data,complemented by other provisions imposing further compliancerequirements.The collective objective of DPPs is to ensure that personal data is collected on a fully informed basis and in afair manner,with due cons

139、ideration towards minimizing the amount of personal data collected.Once collected,the personaldata should be processed in a secure manner and should only be kept for as long as necessary for the fulfilment of thepurposes of using the data.Use of the data should be limited to or related to the origin

140、al collection purpose.Data subjectsare given certain rights,inter alia:(a)the right to be informed by a data user whether the data user holds personal data ofwhich the individual is the data subject;(b)if the data user holds such data,to be supplied with a copy of such data;and(c)the right to reques

141、t correction of any data they consider to be inaccurate.The Privacy Commissioner may carry outcriminal investigations and institute prosecution for certain offenses.Depending on the severity of the cases,the PrivacyCommissioner will decide whether to prosecute or refer cases involving suspected comm

142、ission to the Department of Justiceof Hong Kong.Victims may also seek compensation by civil action from data users for damage caused by a contravention ofthe PDPO.The Commissioner may provide legal assistance to the aggrieved data subjects if the Commissioner deems fit todo so.No regulatory approval

143、 is required for the Company to transfer cash or other assets to its subsidiary:subject todue corporate authorization in accordance with our memorandum and articles of association(“Memorandum and Articlesof Association”)and compliance with the BVI Act,there is no prohibition under the laws of the BV

144、I and its Memorandumand Articles of Association(as amended from time to time)preventing the Company to provide funding to its directsubsidiary through shareholders loans or equity contributions.The Company is not prohibited under the laws of the BVIto provide funding to its Hong Kong operating subsi

145、diary,Hamco Creek,subject to certain compliance with the BVI Actand its Memorandum and Articles of Association.As a holding company,the Company may rely on dividends and otherdistributions on equity paid by its subsidiary for its cash and financing requirements.According to the CompaniesOrdinance of

146、 Hong Kong,a Hong Kong company may make a distribution out of profits available for distribution.IfHamco Creek incurs debt on its own behalf in the future,the instruments governing such debt may restrict its ability to paydividends to the Company.Additionally,as of the date of this prospectus,there

147、are no further Hong Kong statutoryrestrictions on the amount of funds which may be distributed by us by dividend.However,in the future,funds may not beavailable to fund operations or for other use outside of Hong Kong,due to interventions in,or the imposition of restrictionsand limitations on,our ab

148、ility or on our subsidiarys ability by the PRC government to transfer cash or other assets.Anylimitation on the ability of our subsidiary to make payments to us could have a material adverse effect on our ability toconduct our business and might materially decrease the value of our Ordinary Shares o

149、r cause them to be worthless.For amore detailed discussion of how the cash is transferred within our organization.Hamco Creek did not adopt and does not maintain any cash management policies and procedures as of the date ofthis prospectus.On June 22,2021,the U.S.Senate passed the Accelerating Holdin

150、g Foreign Companies Accountable Act(“AHFCAA”)and on December 29,2022,a legislation entitled“Consolidated Appropriations Act,2023”(the“Consolidated Appropriations Act”)was signed into law by President Biden,which contained,among other things,anidentical provision to AHFCAA and amended the HFCAA by re

151、quiring the SEC to prohibit an issuers securities frominitial listing or trading on any U.S.stock exchanges or on OTC Markets if its auditor is not subject to PCAOB inspectionsfor two consecutive years instead of three,thus reducing the time before your securities may be prohibited from trading orde

152、listed.The delisting,or the cessation of trading of our Ordinary Shares,or the threat of their being delisted or prohibitedfrom being traded,may materially and adversely affect the value of your investment.Neither the Securities and Exchange Commission nor any other regulatory body has approved or d

153、isapproved ofthese securities or determined if this prospectus is truthful or complete.Any representation to the contrary is a criminaloffense.The date of this prospectus is May 8,2025 2025/5/10 23:05sec.gov/Archives/edgar/data/2039079/000175392625000762/g084800_f1a.htmhttps:/www.sec.gov/Archives/ed

154、gar/data/2039079/000175392625000762/g084800_f1a.htm12/182 Table of Contents PagePROSPECTUS SUMMARY1THE OFFERING8SUMMARY CONSOLIDATED FINANCIAL DATA9RISK FACTORS11SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS42USE OF PROCEEDS44DIVIDEND POLICY45DILUTION46EXCHANGE RATE INFORMATION47OUR HISTORY AND

155、CORPORATE STRUCTURE48MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION49BUSINESS54REGULATIONS57MANAGEMENT66PRINCIPAL SHAREHOLDERS69RELATED PARTY TRANSACTIONS70DESCRIPTION OF SHARE CAPITAL71SHARES ELIGIBLE FOR FUTURE SALE80TAXATION82PLAN OF DISTRIBUTION87LEGAL MATTER

156、S92EXPERTS93ENFORCEABILITY OF CIVIL LIABILITIES94WHERE YOU CAN FIND ADDITIONAL INFORMATION95INDEX TO CONSOLIDATED FINANCIAL STATEMENTSF-1PART II INFORMATION NOT REQUIRED IN PROSPECTUSII-1EXHIBITS96SIGNATURES97 2025/5/10 23:05sec.gov/Archives/edgar/data/2039079/000175392625000762/g084800_f1a.htmhttps

157、:/www.sec.gov/Archives/edgar/data/2039079/000175392625000762/g084800_f1a.htm13/182 You should rely only on the information contained in this prospectus or contained in any free writing prospectusfiled with the Securities and Exchange Commission(the“SEC”).We have not authorized anyone to provide anyi

158、nformation or to make any representations other than those contained in this prospectus or in any free writingprospectuses we have prepared.We do not take any responsibility for,and can provide no assurance as to the reliability of,any other information that others may give you.The information conta

159、ined in this prospectus is accurate only as of the dateof this prospectus,regardless of the time of delivery of this prospectus or of any sale of the Ordinary Shares.Our business,financial condition,operating results,and prospects may have changed since that date.For investors outside of the UnitedS

160、tates,we have not done anything that would permit this offering or possession or distribution of this prospectus in anyjurisdiction where action for that purpose is required,other than in the United States.Persons outside the United Stateswho come into possession of this prospectus must inform thems

161、elves about,and observe any restrictions relating to,theoffering of the Ordinary Shares by the registered shareholders and the distribution of this prospectus outside of the UnitedStates.The Company is incorporated under the laws of the BVI as a BVI business company with limited liability and all of

162、 ouroutstanding securities are owned by non-U.S.residents.Under the rules of the SEC,we currently qualify for treatment as a“foreignprivate issuer.”As a foreign private issuer,we will not be required to file periodic reports and financial statements with the SEC asfrequently or as promptly as domest

163、ic registrants whose securities are registered under the Exchange Act.Conventions that Apply to this Prospectus Our financial statements have been prepared in accordance with generally accepted accounting principles in the UnitedStates(“US GAAP”)We present our consolidated financial statements in U.

164、S.dollars.Our fiscal year ends on June 30 of each year.Some amounts in this prospectus may not total due to rounding.Allpercentages have been calculated using unrounded amounts.Throughout this prospectus,we provide a number of key performance indicators used by our management and often usedby compet

165、itors in our industry.These and other key performance indicators are discussed in more detail in the section entitled“Managements Discussion and Analysis of Financial Condition and Results of Operations”We define certain terms used in thisprospectus as follows:Unless otherwise indicated or the conte

166、xt otherwise requires,references in this prospectus to:“Ordinary Shares”are to our Ordinary Shares,0.00001 par value per share;“China”or the“PRC”are to the Peoples Republic of China,excluding,for the purposes of this prospectus only,Hong Kong,Macau and Taiwan;“Company”,“we,”“us,”“our,”“the Company”,

167、and“Hamco”refer to Hamco Ventures Limited,a BVI businesscompany with limited liability“Hamco Creek”our wholly owned subsidiary,Hamco Creek Asia Development Company Limited,is a limitedcompany that was organized under the laws of Hong Kong;“Hong Kong”are to Hong Kong Special Administrative Region of

168、the Peoples Republic of China.“HKD”or“HK$”refers to Hong Kong Dollars,the official currency of Hong Kong.“US$,”“U.S.dollars,”“$,”or“dollars”are to the legal currency of the United States;“BVI”are to the British Virgin Islands.“BVI Act”are to the BVI Business Companies Act,2004 as amended from time t

169、o time.“PCAOB”are to the U.S.Public Company Accounting Oversight Board.We do not have any material operations of our own and we are a holding company with operations conducted in HongKong through our Hong Kong subsidiary Hamco Creek Asia Development Company Limited,using Hong Kong dollars,thecurrenc

170、y of Hong Kong.Hamco Creek Asia Development Company Limited reporting currency is Hong Kong dollars.Thisprospectus contains translations of certain foreign currency amounts into U.S.dollars(See“Exchange Rate Information”).2025/5/10 23:05sec.gov/Archives/edgar/data/2039079/000175392625000762/g084800_

171、f1a.htmhttps:/www.sec.gov/Archives/edgar/data/2039079/000175392625000762/g084800_f1a.htm14/182 2025/5/10 23:05sec.gov/Archives/edgar/data/2039079/000175392625000762/g084800_f1a.htmhttps:/www.sec.gov/Archives/edgar/data/2039079/000175392625000762/g084800_f1a.htm15/182 PROSPECTUS SUMMARY The following

172、 summary highlights information contained elsewhere in this prospectus and does not contain all of theinformation you should consider before investing in our Ordinary Shares.You should read the entire prospectus carefully,including“Risk Factors,”“Managements Discussion and Analysis of Financial Cond

173、ition and Results of Operations,”and ourconsolidated financial statements and the related notes thereto,in each case included in this prospectus.You should carefullyconsider,among other things,the matters discussed in the section of this prospectus titled“Business”before making aninvestment decision

174、.Unless the context otherwise requires,all references to“Hamco,”“we,”“us,”“our,”the“Company,”andsimilar designations refer to Hamco Ventures Limited,a BVI business company and its wholly owned subsidiary.Overview Hamco Ventures Limited(“Hamco”)is a newly formed holding company incorporated on Februa

175、ry 7,2024,under thelaws of the BVI with limited liability,and has no material operations of its own.The Company conducts all its operations inHong Kong through its wholly-owned operating subsidiary,Hamco Creek Asia Development Company Limited(“HamcoCreek”),incorporated in Hong Kong on March 1,2024,w

176、hich have just started its business operations.Hamco Creek is a dynamic and innovative franchise development company specializing in the food&beveragesindustry with its headquarter located in Hong Kong.We offer tailored consultant solutions to both emerging restaurant brandswho are seeking to franch

177、ise a business for the first time and established franchisors who are looking to improve its operation,ITsystem,online/offline marketing Etc.We also provide services to assist clients to analysis market condition,perform feasibilitystudy,market entry,competitor research and due diligence on franchis

178、e opportunities.We presently offer our services to clients in Hong Kong and intend to expand the distribution of our services into othercountries as opportunities permit.Our Offering We have authorized capital stock consisting of 900,000,000 shares of Common Stock,$0.00001 par value per share(“Commo

179、n Stock”)and 900,000,00 shares of preferred shares at no par value.Currently,we have 205,100,000 shares of Ordinary Stock,$0.00001 par value,issued and outstanding.We also have38,090,000 preferred shares issued and outstanding.Each preferred share is entitled to ten votes for every Ordinary Share.Th

180、rough this offering we will register a total of 2,000,000 Ordinary Shares.These shares represent 2,000,000 additional sharesof common stock to be issued by us in a direct public offering.We may endeavor to sell all 2,000,000 shares of common stockafter this registration becomes effective.The price a

181、t which we,the company,offer these shares is at a fixed price of$0.25 pershare for the duration of the offering.There is no arrangement to address the possible effect of the offering on the price of thestock.We will receive all proceeds from the sale of our common stock.As of the date of this Regist

182、ration Statement,our chief executive officer,Chun Leung Chow(Eddy),owns 68,314,280shares of our Ordinary Stock,which represents 33.31%of our outstanding Ordinary Shares,issued and outstanding.Mr.Chowowns 38,090,000 of our preferred shares,which represent 100%of our preferred shares,issued and outsta

183、nding.As of the date ofthis prospectus,Mr.Chow controls 76.98%of the voting power of our shareholders.As such,Mr.Chow has the ability to controlmatters requiring shareholder approval,including the election of directors,amendment of organizational documents,andapproval of major corporate transactions

184、,such as a change in control,merger,consolidation,or sale of assets.If Mr.Chow sells all of the shares being offered,pursuant to the offering by the Company herein,then he will controlapproximately 76.72%of the voting power of the Company,which still constitutes controlling interest of the Company.T

185、he proceeds from the sale of the securities sold on behalf of the Company will be placed directly into the Companysaccount,or a designated account to be used as escrow;any investor who purchases shares will have no assurance that anymonies,beside their own,will be subscribed to the prospectus.All pr

186、oceeds from the sale of the securities are non-refundable,except as may be required by applicable laws.No arrangement has been made for escrow currently,and we are not aware,at this time,of any potential impact thismay have on investors.If we are to utilize the services of an escrow agent,it is our

187、intent to have arrangements with an escrowagent established before commencing this offering.As indicated throughout,however,we may not utilize the services of anescrow agent.Currently,there is no limitation on the use of our funds,however,it is crucial to highlight that due to politicaluncertainty,t

188、here might be limitations imposed,by the PRC,in the future.The regulatory environment and government policies2025/5/10 23:05sec.gov/Archives/edgar/data/2039079/000175392625000762/g084800_f1a.htmhttps:/www.sec.gov/Archives/edgar/data/2039079/000175392625000762/g084800_f1a.htm16/182in Hong Kong may ev

189、olve and we recognize the potential for future changes that could impact the ability to freely transferfunds.As a result,we may not be available to fund our operations,and in such an event we may not be able to use funds for anyother uses outside of Hong Kong.Currently,all of our cash is in Hong Kon

190、g and there is no limitation on the ability to transfer cash across borders of ourfunds,however,it is crucial to highlight that due to political uncertainty,there might be limitations imposed,by the PRC,in thefuture.The regulatory environment and government policies in Hong Kong may evolve and we re

191、cognize the potential for futurechanges that could impact the ability to freely transfer funds.As a result,we may not be available to fund our operations,and insuch an event we may not be able to use funds for any other uses outside of Hong Kong.It should be highlighted that we have nocurrent intent

192、ion to distribute dividends.As of September 30,2024,the Company had$95,687 in cash.Our monthly burn rate is estimated to be approximately$8,000 and will run out of fund in 12 months.If the Company does not generate substantial revenues or fails to raise sufficientcapital in this offering,it will hav

193、e to explore other financing activities to provide it with the liquidity and capital resources itneeds to meet its working capital requirements and to make capital investments in connection with ongoing operations.Management anticipates that the Company will be dependent in the near future on additi

194、onal investment capital to fundoperating expenses.Management estimates the funding need for continued operations to be$125,000 and an addition of$125,000 to implement the Companys plan of operation for the next 12 months.The Company intends to position itself so thatit will be able to raise addition

195、al funds through the capital markets.Since the Company cannot give assurance that it will be ableto secure the necessary capital when needed,there is a substantial doubt that the Company will be able to continue operations asa going concern following the issuance of these financial statements.The fi

196、nancial statements do not include any adjustmentsthat might result from its inability to consummate the Proposed Public Offering or its inability to continue as a going concern.Risk Factors Summary Risks Related to Our Business We are a newly formed company with no operating history that has just st

197、arted its business operations and hasgenerated minimum revenue.We have limited development activities that we completed since inception,that beingthat on June 5,2024,our Hong Kong subsidiary Hamco Creek entered into a service agreement with a client inHong Kong.The client is considering entering int

198、o the Hong Kong market to develop a franchise business,as suchthe client engaged Hamco Creek to perform an initial market study of Hong Kong QSR market.An investment inour securities is highly risky and could result in a complete loss of your investment if we are unsuccessful in ourbusiness plan.If

199、our business plan is not successful,we may not be able to continue operations as a going concern and ourshareholders may lose their entire investment in us.If the company does not obtain substantial additional financing,including the financing sought in this offering,itsability to execute on its bus

200、iness plan as outlined in this prospectus will be impaired.Our failure to develop our franchise development business may limit our potential revenues and decrease the valueof your Ordinary Shares.The Companys business growth and results of operations may be affected by changes in global and regional

201、macroeconomic conditions.A sustained outbreak of the COVID-19 virus could have a material adverse impact on our business,operatingresults and financial condition.Despite our marketing and other efforts,we may fail to acquire new customers,which could have a materialadverse effect on our business,fin

202、ancial condition,and results of operations.Risks Relating to Our Management We have two officers and two directors.Our officers are currently allocating a portion of their time to othercompanies,which creates potential conflict of interest with our business and reduces allocation of their time toman

203、aging the Companys business operations.12025/5/10 23:05sec.gov/Archives/edgar/data/2039079/000175392625000762/g084800_f1a.htmhttps:/www.sec.gov/Archives/edgar/data/2039079/000175392625000762/g084800_f1a.htm17/182 The loss of the services of our officers or our failure to timely identify and retain c

204、ompetent personnel couldnegatively impact our ability to develop our products and services.If we are unable to hire,retain or motivate our employee,we may not be able to grow effectively.Our internal controls over financial reporting may not be effective and our independent registered publicaccounti

205、ng firm may not be able to certify as to their effectiveness,which could have a significant and adverseeffect on our business and reputation.Our lack of an independent audit committee and audit committee financial expert at this time may hinder our Boardof Directors effectiveness in monitoring the C

206、ompanys compliance with its disclosure and accounting obligations.Until we establish such a committee,we will be unable to obtain a listing on a national securities exchange.Our Board of Directors acts as our compensation committee,which presents the risk that compensation andbenefits paid to those

207、executive officers who are board members and other officers may not be commensurate withour financial performance.Limitations on director and officer liability and indemnification of our Companys officers and directors by us maydiscourage shareholders from bringing a lawsuit against an officer or di

208、rector.Our management has no experience in managing an SEC reporting public company.We currently do not have insurance coverage covering all risks related to our business and operations.Risks Related to Doing Business in Hong Kong We are subject to risks arising from the legal system in Hong Kong an

209、d China,including risks anduncertainties regarding the enforcement of laws and that rules and regulations in Hong Kong and China can changequickly with little or no advance notice.There is also a risk that the Chinese government may intervene orinfluence our operations at any time,or may exert more

210、control over offerings conducted overseas and/or foreigninvestment in Hong Kong or PRC-based issuers,which could result in a material change in our operations and/orthe value of our securities.We face a risk that changes in the policies of the PRC government could have asignificant impact upon the b

211、usiness we may be able to conduct in the Hong Kong currently,and in the future,inChina,and the profitability of such business.This risk could significantly limit or completely hinder your abilityto offer or continue to offer securities to investors and cause the value of such securities to significa

212、ntly decline orbe worthless.See“Risk Factors Risks Related to Doing Business in Hong Kong All of our operations are inHong Kong,a special administrative region of the PRC.Due to the long-arm provisions under current PRC lawsand regulations,the Chinese government may exercise significant oversight an

213、d discretion over the conduct of ourbusiness and may intervene in or influence our operations at any time,which could result in a material change inour operations and/or the value of our Ordinary Shares.Any actions by the Chinese government to exert moreoversight and control over offerings that are

214、conducted overseas and/or foreign investment in Hong Kong orChina-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securitiesto investors and cause the value of such securities to significantly decline or be worthless.The Chinesegovernment may in

215、tervene or impose restrictions on our ability to move money out of Hong Kong to distributeearnings and pay dividends or to reinvest in our business outside of Hong Kong.Changes in the policies,regulations,rules,and the enforcement of laws of the Chinese government may also be quick with little advan

216、cenotice,and our assertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot becertain”on page 18.All operations of the Companys operating subsidiary are in Hong Kong,a special administrative regionof the PRC.However,due to the long arm provisions under the current PRC l

217、aws and regulations,the PRCgovernment may exercise significant oversight and discretion over the conduct of our business and may intervenein or influence our operations at any time,which could result in a material change in our operations and/or thevalue of our Ordinary Shares.See“Risk Factors Risks

218、 Related to Doing Business in Hong Kong All of ouroperations are in Hong Kong,a special administrative region of the PRC.Due to the long-arm provisions undercurrent PRC laws and regulations,the Chinese government may exercise significant oversight and discretion overthe conduct of our business and m

219、ay intervene in or influence our operations at any time,which could result in amaterial change in our operations and/or the value of our Ordinary Shares.Any actions by the Chinesegovernment to exert more oversight and control over offerings that are conducted overseas and/or foreigninvestment in Hon

220、g Kong or China-based issuers could significantly limit or completely hinder our ability to offeror continue to offer securities to investors and cause the value of such securities to significantly decline or be2025/5/10 23:05sec.gov/Archives/edgar/data/2039079/000175392625000762/g084800_f1a.htmhttp

221、s:/www.sec.gov/Archives/edgar/data/2039079/000175392625000762/g084800_f1a.htm18/182worthless.The Chinese government may intervene or impose restrictions on our ability to move money out of HongKong to distribute earnings and pay dividends or to reinvest in our business outside of Hong Kong.Changes i

222、n thepolicies,regulations,rules,and the enforcement of laws of the Chinese government may also be quick with littleadvance notice,and our assertions and beliefs of the risk imposed by the PRC legal and regulatory system cannotbe certain”on page 18.Although the audit report included in this prospectu

223、s was issued by U.S.auditors who are currentlyinspected by the PCAOB,if it is later determined that the PCAOB is unable to inspect or investigate theCompanys auditor completely,investors would be deprived of the benefits of such inspection and the OrdinaryShares may be delisted or prohibited from tr

224、ading.See“Risk Factors Risks Related to Doing Business inHong Kong Although the audit report included in this prospectus was issued by U.S.auditors who are currentlyinspected by the PCAOB,if it is later determined that the PCAOB is unable to inspect or investigate the Companysauditor completely,inve

225、stors would be deprived of the benefits of such inspection and the Ordinary Shares may bedelisted or prohibited from trading.The Consolidated Appropriations Act,which amended the HFCAA,nowrequires the SEC to prohibit our securities from trading on any U.S.stock exchanges if our auditor is not subjec

226、t toPCAOB inspections for two(2)consecutive years instead of three(3)consecutive years”on page 25.Adverse regulatory developments in China may subject us to additional regulatory review,and additionaldisclosure requirements and regulatory scrutiny to be adopted by the SEC in response to risks relate

227、d to recentregulatory developments in China may impose additional compliance requirements for companies like us withHong Kong-based operations,all of which could increase our compliance costs,subject us to additional disclosurerequirements.See“Risk Factors Risks Related to Doing Business in Hong Kon

228、g All of our operations are inHong Kong,a special administrative region of the PRC.Due to the long-arm provisions under current PRC lawsand regulations,the Chinese government may exercise significant oversight and discretion over the conduct of ourbusiness and may intervene in or influence our opera

229、tions at any time,which could result in a material change inour operations and/or the value of our Ordinary Shares.Any actions by the Chinese government to exert moreoversight and control over offerings that are conducted overseas and/or foreign investment in Hong Kong orChina-based issuers could si

230、gnificantly limit or completely hinder our ability to offer or continue to offer securitiesto investors and cause the value of such securities to significantly decline or be worthless.The Chinese governmentmay intervene or impose restrictions on our ability to move money out of Hong Kong to distribu

231、te earnings andpay dividends or to reinvest in our business outside of Hong Kong.Changes in the policies,regulations,rules,andthe enforcement of laws of the Chinese government may also be quick with little advance notice,and our assertionsand beliefs of the risk imposed by the PRC legal and regulato

232、ry system cannot be certain”on page 18.Failure to comply with cybersecurity,data privacy,data protection,or any other laws and regulationsrelated to data may materially and adversely affect our business,financial condition,and results of operations.See“Risk Factors Risks Related to Doing Business in

233、 Hong Kong Failure to comply with cybersecurity,dataprivacy,data protection,or any other laws and regulations related to data may materially and adversely affect ourbusiness,financial condition,and results of operations”on page 29.If any dividend is declared in the future and paid in a foreign curre

234、ncy,you may be taxed on a largeramount in U.S.dollars than the U.S.dollar amount that you will actually ultimately receive.See“Risk Factors Risks Related to Doing Business in Hong Kong If any dividend is declared in the future and paid in a foreigncurrency,you may be taxed on a larger amount in U.S.

235、dollars than the U.S.dollar amount that you will actuallyultimately receive”on page 30.PRC regulations relating to offshore investment activities by PRC residents may limit our Hong Kongsubsidiarys ability to increase their registered capital or distribute profits to us or otherwise expose us to lia

236、bilityand penalties under PRC law.See“Risk Factors Risks Related to Doing Business in Hong Kong PRCregulations relating to offshore investment activities by PRC residents may limit our Hong Kong subsidiarysability to increase their registered capital or distribute profits to us or otherwise expose u

237、s to liability andpenalties under PRC law”on page 30.The future development of national security laws and regulations in Hong Kong could materially impactour business by possibly triggering sanctions and other measures which can cause economic harm to ourbusiness.See“Risk Factors Risks Related to Do

238、ing Business in Hong Kong The future development ofnational security laws and regulations in Hong Kong could materially impact our business by possibly triggeringsanctions and other measures which can cause economic harm to our business”on page 31.Our Hong Kong subsidiary may be subject to restricti

239、ons on paying dividends or making other paymentsto us,which may restrict its ability to satisfy liquidity requirements,conduct business and pay dividends to holdersof our Ordinary Shares.We may be affected by the currency peg system in Hong Kong.See“Risk Factors RisksRelated to Doing Business in Hon

240、g Kong Our Hong Kong subsidiary may be subject to restrictions on payingdividends or making other payments to us,which may restrict its ability to satisfy liquidity requirements,conductbusiness and pay dividends to holders of our Ordinary Shares”on page 31.2025/5/10 23:05sec.gov/Archives/edgar/data/

241、2039079/000175392625000762/g084800_f1a.htmhttps:/www.sec.gov/Archives/edgar/data/2039079/000175392625000762/g084800_f1a.htm19/182 22025/5/10 23:05sec.gov/Archives/edgar/data/2039079/000175392625000762/g084800_f1a.htmhttps:/www.sec.gov/Archives/edgar/data/2039079/000175392625000762/g084800_f1a.htm20/

242、182 Risks Related to This Offering and the Ordinary Shares Our failure to raise sufficient capital in this offering may cause our shareholders to lose their entire investment inus.There is no current trading market for our Ordinary Shares and if a trading market does not develop,purchasers ofour sec

243、urities may have difficulty selling their shares.The trading price of our Ordinary Shares may be volatile which could result in substantial losses to you.“Penny Stock”rules may make buying or selling our Ordinary Shares difficult.FINRA sales practice requirements may also limit a stockholders abilit

244、y to buy and sell our Ordinary Shares.We are an“emerging growth company”under the JOBS Act of 2012 and a“smaller reporting company”and,as aresult of the reduced disclosure and governance requirements applicable to emerging growth companies andsmaller reporting companies,our Ordinary Shares may be le

245、ss attractive to investors.Our chief executive officer and director currently holds a sufficient total outstanding voting power of ouroutstanding Ordinary Shares that will enable him to control the outcome of matters over our business,includingsignificant corporate actions submitted to shareholders

246、for approval,such as mergers,consolidations,election ofdirectors,and take actions that may not be in the best interest of the Company or other shareholders,includinginvestors purchasing Ordinary Shares in this offering.we have security laws exposure.Because we do not intend to pay any cash dividends

247、 on our Ordinary Shares,our shareholders will not be able toreceive a return on their shares unless they sell them.We may,in the future,issue additional shares of Ordinary Shares,which would reduce investors percent ofownership and may dilute our share value.Investors may have difficulty enforcing j

248、udgments against us,our directors and management.As the rights of a shareholder under the laws of BVI differ from those under U.S.law,you may have fewerprotections than you would as a shareholder of a U.S.corporation.Our chief executive officer and director has broad discretion to determine how to u

249、se the funds raised in theoffering and may use them in ways that may not enhance our results of operations or the price of our shares ofOrdinary Shares.We are selling shares offered in this prospectus without an underwriter and may not be able to sell any of the sharesoffered herein.32025/5/10 23:05

250、sec.gov/Archives/edgar/data/2039079/000175392625000762/g084800_f1a.htmhttps:/www.sec.gov/Archives/edgar/data/2039079/000175392625000762/g084800_f1a.htm21/182 Corporate History and Structure The following diagram illustrates our corporate structure,including our holding company,as of the date of this

251、prospectus.The issuer in this offering is Hamco Ventures Limited,a company incorporated under the laws of the BVI.Ouroperations are conducted primarily through our Hong Kong wholly-owned subsidiary,Hamco Creek Asia DevelopmentCompany Limited.The Company was incorporated on February 7,2024 as a BVI b

252、usiness company with limited liability under the lawsof the BVI.The Company owns 100%of its wholly owned subsidiary,Hamco Creek Asia Development Company Limited,acompany incorporated in Hong Kong on March 1,2024.Cash Transfers and Dividend Distributions We conduct the majority of our operations in H

253、ong Kong and maintain our bank accounts and balances primarily inlicensed banks in Hong Kong.If needed,cash can be transferred between our holding company and subsidiary throughintercompany fund advances,and there are currently no restrictions that would prevent the transferring of funds between our

254、BVI holding company and our subsidiary in Hong Kong.No transfer of cash or other types of assets has been made between ourBVI holding company and our subsidiary as of the date of this prospectus.(See-Consolidated Financial Statements Note 3).As of the date of this prospectus,the Company has not esta

255、blished or maintained any cash management policies thatdictate the purpose,amount and procedure of fund transfers among the Company,our Hong Kong subsidiary or investors andthere have been no cash and asset transfers between the Company and its Hong Kong subsidiary.As of the date of thisprospectus,H

256、amco Ventures has not declared or paid dividends or made distributions to its Hong Kong operating entity or toinvestors in the past,nor any dividends or distributions were made by our Hong Kong operating entity to Hamco,being the BVIholding company.Our directors have complete discretion on whether t

257、o distribute dividends,subject to applicable laws.We donot have any current plan to declare or pay any cash dividends on our ordinary shares in the foreseeable future after this offering.Currently,substantially all of our operations are in Hong Kong.Hong Kong is a special administrative region of th

258、e PRC and thebasic policies of the PRC regarding Hong Kong are reflected in the Basic Law,providing Hong Kong with a high degree ofautonomy and executive,legislative and independent judicial powers,including that of final adjudication under the principle of“one country,two systems”.The laws and regu

259、lations of the PRC do not currently have any material impact on transfer of cashfrom us to Hamco Creek or from Hamco Creek to us and the investors in the U.S.In addition,there are no restrictions orlimitations under the laws of Hong Kong imposed on the conversion of Hong Kong dollar into foreign cur

260、rencies and theremittance of currencies out of Hong Kong or across borders and to U.S investors.Currently,all of our operations are in Hong Kong.Hong Kong is a special administrative region of the PRC and thebasic policies of the PRC regarding Hong Kong are reflected in the Basic Law.The arrangement

261、 provides Hong Kong with ahigh degree of autonomy and executive,legislative and independent judicial powers,including that of final adjudication underthe principle of“one country,two systems”and a distinct set of laws and regulations.The laws and regulations of mainlandChina do not currently have an

262、y material impact on transfer of cash from the Company to Hamco Creek or from Hamco Creekto the Company and the investors in the U.S.Hamco Creek currently intends to retain all available funds and future earnings,if any,for the operation and expansionof its business and does not anticipate declaring

263、 or paying any dividends in the foreseeable future.There are no significantrestrictions and limitations on our ability to distribute earnings from our businesses,including our subsidiary,to the parentcompany and U.S.investors or our ability to settle amounts owed.There are no restrictions on foreign

264、 exchange or our ability totransfer cash between entities within our group,across borders,or to U.S.investors.However,the PRC government has2025/5/10 23:05sec.gov/Archives/edgar/data/2039079/000175392625000762/g084800_f1a.htmhttps:/www.sec.gov/Archives/edgar/data/2039079/000175392625000762/g084800_f

265、1a.htm22/182significant authority to intervene or influence the China operations of an offshore holding company at any time,and suchoversight may also extend to our Hong Kong operating company.We cannot assure you that the PRC government will notprevent us from transferring the cash we maintain in H

266、ong Kong outside of Hong Kong,or restrict our ability to deploy our cashinto business or to pay dividends.In addition,if Hamco Creek incurs debt on its own behalf in the future,the instrumentsgoverning the debt may restrict its ability to pay dividends or make other distributions to us.Any limitatio

267、n on our ability totransfer or use our cash could materially and adversely limit our ability to grow,make investments or acquisitions that could bebeneficial to our business,pay dividends,or otherwise fund and conduct our business.Under the current practice of the Inland Revenue Department of Hong K

268、ong,no tax is payable in Hong Kong in respectof dividends paid by us.The laws and regulations of the PRC do not currently have any material impact on transfer of cash fromHamco to our Hong Kong subsidiary or from our Hong Kong subsidiary to Hamco.There are no restrictions or limitation underthe laws

269、 of Hong Kong imposed on the conversion of Hong Kong dollar into foreign currencies and the remittance of currenciesout of Hong Kong or across borders and to U.S.investors.42025/5/10 23:05sec.gov/Archives/edgar/data/2039079/000175392625000762/g084800_f1a.htmhttps:/www.sec.gov/Archives/edgar/data/203

270、9079/000175392625000762/g084800_f1a.htm23/182 Enforceability of Civil Liabilities We are incorporated under the laws of the BVI as a business company with limited liability.Substantially all of ourassets are located outside the United States.In addition,all our directors and officers are nationals o

271、r residents of jurisdictionsother than the United States and all or a substantial portion of their assets are located outside the United States.As a result,itmay be difficult for investors to effect service of process within the United States upon us or these persons or to enforcejudgments obtained

272、in U.S.courts against us or them,including judgments predicated upon the civil liability provisions of thesecurities laws of the United States or any state in the United States.It may also be difficult for you to enforce judgmentsobtained in U.S.courts based on the civil liability provisions of the

273、U.S.federal securities laws against us and our officers anddirectors.We have appointed Interstate Agent Services LLC as our agent upon whom process may be served in any actionbrought against us under the securities laws of the United States.Appleby,our counsel as to the laws of the BVI,has advised u

274、s that there is uncertainty as to whether the courts of theBVI would(i)recognize or enforce judgments of United States courts obtained against us or our directors or officers to imposeliabilities predicated upon the civil liability provisions of the securities laws of the United States or any state

275、in the UnitedStates;or(ii)entertain original actions brought in the BVI against us or our directors or officers predicated upon the federalsecurities laws of the United States or the securities law of any state in the United States.We have been advised by Appleby that although there is no statutory

276、enforcement in the BVI of judgments obtained inthe federal or state courts of the United States(and the BVI is not a party to any treaties for the reciprocal enforcement orrecognition of such judgments),the courts of the BVI would recognize as a valid judgment,a final and conclusive judgment inperso

277、nam obtained in the federal or state courts in the United States under which a sum of money is payable(other than a sum ofmoney payable in respect of multiple damages,taxes or other charges of a like nature or in respect of a fine or other penalty)andwould give a judgment based thereon provided that

278、(a)such courts had proper jurisdiction over the parties subject to suchjudgment,(b)such courts did not contravene the rules of natural justice of the BVI,(c)such judgment was not obtained by fraud,(d)the enforcement of the judgment would not be contrary to the public policy of the BVI,(e)no new admi

279、ssible evidencerelevant to the action is submitted prior to the rendering of the judgment by the courts of the BVI and(f)there is due compliancewith the correct procedures under the laws of the BVI.However,the BVI courts are unlikely to enforce a punitive judgment of aUnited States court predicated

280、upon the civil liability provisions of the federal securities laws in the United States without retrialon the merits if such judgment is determined by the courts of the BVI to give rise to obligations to make payments that may beregarded as fines,penalties or punitive in nature.Substantially all of

281、our assets are located outside the United States.In addition,our officer and directors are nationals orresidents of jurisdictions other than the United States and all or a substantial portion of their assets are located outside the UnitedStates.As a result,it may be difficult for investors to effect

282、 service of process within the United States upon us or these persons.Name Position Nationality ResidenceChun Leung Chow,(Eddy)Chief Executive Officer,Chief FinancialOfficer and director U.S.A Hong Kong Christie Ju Chief Operating Officer,director Canada Hong Kong A judgment of a court in the United

283、 States predicated upon U.S.federal or state securities laws may be enforced inHong Kong at common law by bringing an action in a Hong Kong court on that judgment for the amount due thereunder,andthen seeking summary judgment on the strength of the foreign judgment,provided that the foreign judgment

284、,among otherthings,is(1)for a debt or a definite sum of money(not being taxes or similar charges to a foreign government taxing authorityor a fine or other penalty),and(2)final and conclusive on the merits of the claim,but not otherwise.Such a judgment may not,in any event,be so enforced in Hong Kon

285、g if(a)it was obtained by fraud,(b)the proceedings in which the judgment wasobtained were opposed to natural justice,(c)its enforcement or recognition would be contrary to the public policy of HongKong,(d)the court of the United States was not jurisdictionally competent,or the judgment was in confli

286、ct with a prior HongKong judgment.Hong Kong has no arrangement for the reciprocal enforcement of judgments with the United States.As a result,there isuncertainty as to the enforceability in Hong Kong,in original actions or in actions for enforcement,of judgments of U.S.courtsof civil liabilities pre

287、dicated solely upon the federal securities laws of the United States or the securities laws of any state orterritory within the United States.Our Revenue Model 2025/5/10 23:05sec.gov/Archives/edgar/data/2039079/000175392625000762/g084800_f1a.htmhttps:/www.sec.gov/Archives/edgar/data/2039079/00017539

288、2625000762/g084800_f1a.htm24/182We anticipate deriving our primary sources of revenue from service fees charge for our consultant businesses.Thesefees may include consultation fees,franchise system development fees,ongoing support fees,IT support fee,marketing fee,market research fee and project-bas

289、ed fees for additional services.As of the date of this prospectus,Hamco Creek has contractedwith one Hong Kong based company to provide franchise development consulting services to analyst the QSR opportunities inHong Kong.52025/5/10 23:05sec.gov/Archives/edgar/data/2039079/000175392625000762/g08480

290、0_f1a.htmhttps:/www.sec.gov/Archives/edgar/data/2039079/000175392625000762/g084800_f1a.htm25/182 Our Mission Our mission is to assist business owners,entrepreneurs and established franchisors to realize their full potential throughour strategic franchising solutions.We are committed to driving succe

291、ss and sustainable growth in the competitive franchisinglandscape.We strive to foster long-term partnerships and drive sustainable growth for our clients.Growth Strategy Hamcos growth strategy is multifaceted and encompasses several key initiatives:Client Acquisition:We prioritize client acquisition

292、 efforts to expand our client base in Hong Kong and beyond.Through targeted marketing initiatives,networking events,and strategic partnerships,we aim to attract emergingbrands and established franchisors seeking growth opportunities.By fostering relationships built on trust andreliability,we positio

293、n ourselves as the preferred partner for franchise development needs.Service Enhancement:Continuous improvement of our services is paramount to meeting the evolving needs of ourconsulting clients.We invest in enhancing our service offerings through feedback mechanisms,industry research,and innovatio

294、n.By staying abreast of industry trends and best practices,we ensure that our services remain cutting-edge and aligned with the ever-changing demands of the market.Talent Development:Our team is our greatest asset,and we are committed to investing in their professionaldevelopment and growth.Through

295、training programs,skill-building initiatives,and opportunities for advancement,we empower our team members to deliver exceptional service and drive sustainable business growth.In addition,we are committed to attracting top-tier talent to our team by recruiting professionals in various domains releva

296、nt tofranchise development.62025/5/10 23:05sec.gov/Archives/edgar/data/2039079/000175392625000762/g084800_f1a.htmhttps:/www.sec.gov/Archives/edgar/data/2039079/000175392625000762/g084800_f1a.htm26/182 Competitions Because of our limited operating history,our management has not yet obtained market re

297、search,conducted byindependent and qualified professionals,to indicate that demand exists for the type of services we intend to offer.We also haveno access to information as to the number of franchise development companies in Hong Kong that are providing services similarto those we are contemplating

298、.However,the Company is aware that it competes in the franchise development industry withglobal,regional and local franchise development companies.Some of competitors have significantly greater financial,marketing,personnel and other resources than we do,and many of competitors are well established

299、in markets in which weintend to expand.In addition,many of our competitors have greater name recognition globally or in some of the local marketsin which we intend to enter.Any inability to successfully compete with the competitors in our markets will place downwardpressure on our brand awareness to

300、 customers and decision made by customers,and may prevent us from increasing orsustaining our revenues and profitability.The Company cannot assure you that the efforts to enhance its business will besuccessful or that it will be able to compete effectively or efficiently with current or future compe

301、titors.Corporate Information Our principal address is 717 Grand Millennian Plaza 181 QRC Hong Kong.Our registered office in the BVI is locatedat Mandar House,3rd Floor,Johnsons Ghut,Tortola,British Virgin Islands.Implications of Being an Emerging Growth Company As a company with less than$1.07 billi

302、on in revenue during our last fiscal year,we qualify as an“emerging growthcompany”as defined in the Jumpstart Our Business Startups Act of 2012,as amended,or the JOBS Act.As long as we remainan emerging growth company,we may rely on exemptions from some of the reporting requirements applicable to pu

303、bliccompanies that are not emerging growth companies.These exemptions include:(1)being permitted to provide only two years ofselected financial data(rather than five years)and only two years of audited financial statements(rather than three years),inaddition to any required unaudited interim financi

304、al statements,with correspondingly reduced“Managements Discussion andAnalysis of Financial Condition and Results of Operations”disclosure;(2)not being required to comply with the auditorattestation requirements of the Sarbanes-Oxley Act of 2002 in the assessment of our internal control over financia

305、l reporting;and(3)not being required to comply with any new or revised financial accounting standards until such date that a private company isotherwise required to comply with such new or revised accounting standards.We have taken,and may continue to take,advantage of some of these exemptions until

306、 we are no longer an emerging growth company.The JOBS Act also provides that anemerging growth company does not need to comply with any new or revised financial accounting standards until such date that aprivate company is otherwise required to comply with such new or revised accounting standards is

307、sued subsequent to theenactment of the JOBS Act until such time as those standards apply to private companies.The Company has elected to use theextended transition period under the JOBS Act and plans to delay the adoption of the following new or revised accountingstandards until the private company

308、adoption dates.Accordingly,its financial statements may not be comparable to financialstatements of public companies that comply with such new or revised accounting standards.We will remain an emerging growth company until the earliest of:(1)the last day of our fiscal year during which wehave total

309、annual gross revenues of at least$1.07 billion;(2)the last day of our fiscal year following the fifth anniversary of thecompletion of our initial public offering;(3)the date on which we have,during the previous three-year period,issued more than$1.00 billion in non-convertible debt;or(4)the date on

310、which we become a“large accelerated filer”under the Exchange Act,which would occur if we have been a public company for at least 12 months and the market value of our Shares held by non-affiliates exceeds$700 million as of the last business day of our most recently completed second fiscal quarter.We

311、 will not beentitled to the above exemptions if we cease to be an emerging growth company.72025/5/10 23:05sec.gov/Archives/edgar/data/2039079/000175392625000762/g084800_f1a.htmhttps:/www.sec.gov/Archives/edgar/data/2039079/000175392625000762/g084800_f1a.htm27/182 The Offering Ordinary Shares Offered

312、:Up to 2,000,000 Ordinary Shares(the“Ordinary Shares”)The Ordinary Shares are beingoffered directly by the Company on a best effort basis.We are not required to sell anyOrdinary Shares in this offering.IPO price:The IPO price will be$0.25 per Ordinary Share.Ordinary Shares Issued andOutstanding Afte

313、r Completion ofthis Offering:As of the date of this prospectus,there are 205,100,000 shares of our Ordinary Shares issuedand outstanding.In the event all of the 2,000,000 shares being registered in this offering aresold,we will have 207,100,000 shares issued and outstanding.Voting RightsOrdinary Sha

314、res are entitled to one(1)vote per share Preferred Shares are entitled to ten(10)votes per share.Method of Offering:This offering is being conducted on a“best efforts no minimum”basis,meaning that noaggregate minimum offering amount is required to be raised by us in this offering.As such,the actual

315、public offering amount and proceeds to us,if any,are not presently determinedand net proceeds may be substantially less than the total maximum offering set forth above.This prospectus will permit our officers and directors to sell our securities directly to thepublic,with no commission or other remu

316、neration payable to them for any Ordinary Sharesthey may sell.In offering the securities on our behalf,our officers and directors will rely onthe safe harbor from broker-dealer registration set out in Rule 3a4-1 under the ExchangeAct.Use of Proceeds:We will receive all of the proceeds from the sale

317、of the shares of our Ordinary Shares.Theproceeds will be used for working capital and general corporate operating purposes.Market for our Ordinary Shares:There is no and never has been a trading market for our securities.Our Ordinary Shares arenot traded on any US stock exchange or quoted on any ove

318、r-the-counter system quotation.After the effective date of the registration statement relating to this prospectus,we intend toapply for proprietary quotations through a market maker that will submit an application toFINRA,requesting eligibility of our Ordinary Shares to be quoted by broker dealers o

319、n OTCPink.As of the date of this prospectus,we do not yet have a market maker who has agreed tofile such application There is no assurance that we will obtain eligibility for proprietary quotations of ourOrdinary Shares on OTC Markets,that a trading market will develop,or,if developed,that itwill be

320、 sustained.Consequently,a purchaser of Ordinary Shares may find it difficult to resellthe Ordinary Shares offered herein should the purchaser desire to do so when eligible forpublic resale.Risk Factors:See“Risk Factors”and other information included in this prospectus for a discussion offactors you

321、should carefully consider before deciding to invest in our Ordinary Shares.Transfer AgentOur transfer agent and registrar is VStock Transfer.82025/5/10 23:05sec.gov/Archives/edgar/data/2039079/000175392625000762/g084800_f1a.htmhttps:/www.sec.gov/Archives/edgar/data/2039079/000175392625000762/g084800

322、_f1a.htm28/182 SUMMARY CONSOLIDATED FINANCIAL DATA The following summary consolidated financial data as of September 30,2024 has been derived from our auditedconsolidated financial statements included elsewhere in this prospectus.Our consolidated financial statements are prepared andpresented in acc

323、ordance with generally accepted in the United States of America,or US GAAP.Our historical results are notnecessarily indicative of results expected for future periods.You should read this Summary Consolidated Financial Data sectiontogether with our consolidated financial statements and the related n

324、otes and“Managements Discussion and Analysis ofFinancial Condition and Results of Operations”included elsewhere in this prospectus.HAMCO VENTURES LIMITED AND SUBSIDIARYCONSOLIDATED BALANCE SHEET(In U.S.Dollars,except share data or otherwise stated)As ofSeptember 30,2024 As ofJune 30,2024 (Unaudited)

325、(Audited)ASSETS:Current assets:Cash$95,687$120,121Accounts receivable 1,024Subscriptions Receivable 1,056 1,056Deferred offering costs 15,000 15,000Total current assets 111,743 137,201 Total Assets 111,743 137,201 LIABILITIES AND SHAREHOLDERS Current liabilities:Accounts Payable 1 15,001Amount due t

326、o a Director 5,126 5,126 Total Current Liabilities 5,127 20,127 Total Liabilities 5,127 20,127 Commitments and contingencies SHAREHOLDERS EQUITY Preferred shares,no par value;900,000,000 shares authorized;38,090,000 shares issued andoutstanding as of September 30,2024 and June 30,2024,respectively O

327、rdinary shares,$0.00001 par value;900,000,000 shares authorized;205,100,000 shares issuedand outstanding as of September 30,2024 and June 30,2024 respectively 2,051 2,051Additional paid-in Capital 123,505 123,505Accumulated deficit (18,940)(8,482)Total Shareholders Equity 106,616 117,074 Total Liabi

328、lities and Shareholders Equity$111,743$137,201 92025/5/10 23:05sec.gov/Archives/edgar/data/2039079/000175392625000762/g084800_f1a.htmhttps:/www.sec.gov/Archives/edgar/data/2039079/000175392625000762/g084800_f1a.htm29/182 FromJuly 1,2024 toSeptember 30,2024 FromFebruary 7,2024(inception)to June 30,20

329、24 (Unaudited)(Audited)Service income$8$1,280 General and administrative expenses (10,466)(9,762)Loss before tax (10,458)(8,482)Tax expense Net loss$(10,458)$(8,482)Weighted average shares are outstanding,basic and diluted 205,100,000 104,188,889 Basic and diluted net loss per ordinary share$(0.00)$

330、(0.00)102025/5/10 23:05sec.gov/Archives/edgar/data/2039079/000175392625000762/g084800_f1a.htmhttps:/www.sec.gov/Archives/edgar/data/2039079/000175392625000762/g084800_f1a.htm30/182 RISK FACTORS An investment in our Ordinary Shares involves significant risks.You should consider carefully all of the i

331、nformation inthis prospectus,including the risks and uncertainties described below,before making an investment in our Ordinary Shares.Any ofthe following risks could have a material and adverse effect on our business,financial condition and results of operations.In anysuch case,the market price of o

332、ur Shares could decline,and you may lose all or part of your investment.Risks Related to Our Business and Industry We are a newly formed company with no operating history that has just started its business operations and hasgenerated$1,280 revenue.An investment in our securities is highly risky and

333、could result in a complete loss of your investmentif we are unsuccessful in our business plan.Our Company was incorporated on February 7,2024.We have no operating history upon which an evaluation of ourfuture prospects can be made.Based upon current plans,we expect to incur operating losses in future periods as we incursignificant expenses associated with the initial startup of our business.Furthe