HFUS Files S-1/A Amendment, Signals Offering Readiness

TL;DR

**HFUS is inching closer to its public debut, but this S-1/A is just procedural, so don't expect new financials yet.**

AI Summary

Hartford Creative Group, Inc. (HFUS) filed an S-1/A Amendment No. 3 on September 9, 2025, primarily as an exhibits-only filing, indicating no changes to the core financial statements or business operations previously disclosed. The filing includes an updated Form of Underwriting Agreement and an Amended and Restated Bylaws of the Registrant, suggesting preparations for a public offering or significant corporate governance updates. Key personnel, including CEO Sheng-Yih Chang and CFO Lili Dai, signed the amendment, reaffirming their roles as of September 9, 2025. The company previously filed an Employment Agreement with Sheng-Yih Chang on January 7, 2025, and an ICFO Consulting Agreement with Green-Keen Consulting LLC on March 18, 2024. The S-1/A also references a Certificate of Change effective March 31, 2025, indicating recent corporate structural adjustments. While specific revenue and net income figures are not updated in this exhibits-only filing, the continuous amendments suggest ongoing efforts to finalize its registration statement for a potential public sale. The company is classified as a 'smaller reporting company' and an 'emerging growth company'.

Why It Matters

This S-1/A filing, though exhibits-only, signals Hartford Creative Group's continued progress towards an anticipated public offering, which could provide liquidity for early investors and capital for company growth. For potential investors, it indicates the company is actively working through regulatory requirements, but also that core financial details remain unchanged from previous filings. Competitively, a successful offering could enable HFUS to expand its market presence, potentially challenging smaller players in its industry. Employees may see increased stability and growth opportunities as the company secures funding, while customers could benefit from enhanced services or product development.

Risk Assessment

Risk Level: medium — The risk level is medium because this is an exhibits-only filing, meaning no new financial or operational details are provided to assess the company's current health. While the filing indicates progress towards a public offering, the lack of updated financial statements in this amendment means investors must rely on older data, which may not reflect current business conditions. The company is an 'emerging growth company' and 'smaller reporting company,' which often entails higher inherent risks due to less extensive reporting requirements and potentially less mature operations.

Analyst Insight

Investors should view this S-1/A as a procedural step rather than a substantive update. Before making any investment decisions, investors should thoroughly review the full, unamended S-1 filing for comprehensive financial and operational details, and await a definitive pricing or offering announcement.

Executive Compensation

Key Numbers

• 333-285158 — Registration No. (SEC filing identification number for the S-1)
• 7310 — Primary SIC Code (Industry classification for the company)
• 51-0675116 — I.R.S. Employer Identification Number (Company's tax identification number)
• 2025-09-09 — Filing Date (Date S-1/A Amendment No. 3 was filed)
• 2025-03-31 — Certificate of Change Effective Date (Date of a significant corporate structural change)
• 2025-01-07 — Sheng-Yih Chang Employment Agreement Date (Date of CEO's employment agreement)
• 2024-03-18 — ICFO Consulting Agreement Date (Date of consulting agreement with Green-Keen Consulting LLC)

Key Players & Entities

• Hartford Creative Group, Inc. (company) — Registrant
• Sheng-Yih Chang (person) — Chief Executive Officer, President, Director, and agent for service
• Lili Dai (person) — Chief Financial Officer and Principal Accounting Officer
• U.S. Securities and Exchange Commission (regulator) — Filing recipient
• Winston & Strawn LLP (company) — Legal counsel
• Sichenzia Ross Ference Carmel LLP (company) — Legal counsel
• Green-Keen Consulting LLC (company) — ICFO Consulting Agreement counterparty
• Woodburn and Wedge (company) — Legal opinion provider
• Simon & Edward, LLP (company) — Consent provider
• Yuan Lu (person) — Director

FAQ

Industry Context

Hartford Creative Group operates within the broader creative services and marketing industry. This sector is characterized by a high degree of competition, rapid technological advancements, and evolving client demands for digital and integrated solutions. Companies in this space often differentiate themselves through specialized services, creative talent, and client relationship management.

Regulatory Implications

As a company pursuing a public offering, Hartford Creative Group must comply with the stringent disclosure and reporting requirements of the Securities Act of 1933 and the Securities Exchange Act of 1934. Its status as an 'emerging growth company' and 'smaller reporting company' may provide some flexibility in compliance timelines and disclosure burdens.

What Investors Should Do

1. Monitor for updated financial statements and prospectus details.
2. Review the finalized Underwriting Agreement and Amended Bylaws.

Key Dates

• 2025-09-09: Filing of S-1/A Amendment No. 3 — Indicates ongoing preparations for a public offering, with this amendment being an exhibits-only filing.
• 2025-03-31: Certificate of Change Effective Date — Signifies a recent corporate structural adjustment, potentially in preparation for the offering.
• 2025-01-07: Sheng-Yih Chang Employment Agreement Date — Formalizes the CEO's employment terms, crucial for leadership stability during the IPO process.
• 2024-03-18: ICFO Consulting Agreement Date — Highlights the engagement of external financial expertise, potentially for IPO readiness or financial management.

Glossary

S-1/A

An amendment to a registration statement filed with the SEC on Form S-1, used for new securities offerings. (This filing is an amendment to Hartford Creative Group's S-1, indicating it is in the process of registering securities for a public offering.)

Smaller Reporting Company

A company that meets certain SEC criteria for reduced reporting requirements, typically due to its size. (Hartford Creative Group's classification as a smaller reporting company suggests it may benefit from certain regulatory accommodations.)

Emerging Growth Company

A company that has total annual gross revenues of less than $1.235 billion during its most recently completed fiscal year, and is eligible for certain scaled disclosure requirements. (This classification allows Hartford Creative Group to utilize extended transition periods for complying with new or revised accounting standards, potentially simplifying its initial public offering process.)

Form of Underwriting Agreement

A template document outlining the terms and conditions under which an underwriter agrees to purchase securities from an issuer in a public offering. (Its inclusion as an exhibit suggests the company is finalizing terms with potential underwriters for its IPO.)

Amended and Restated Bylaws

A revised and consolidated set of rules governing the internal management and operations of a corporation. (Updates to bylaws often reflect corporate governance changes, which are common in preparation for a public offering.)

Year-Over-Year Comparison

This filing, Amendment No. 3 to the S-1/A, is an exhibits-only update and does not contain revised financial statements or operational data compared to previous filings. Therefore, a direct comparison of key metrics like revenue growth or margin changes is not possible with this specific amendment. The primary indication of progress is the inclusion of updated exhibits such as the Form of Underwriting Agreement and Amended Bylaws, suggesting continued movement towards a public offering.

Filing Documents

• forms-1a.htm (S-1/A) — 78KB
• ex5-1.htm (EX-5.1) — 20KB
• ex5-1_001.jpg (GRAPHIC) — 23KB
• 0001641172-25-026954.txt ( ) — 131KB

Description of Capital Stock

Description of Capital Stock 5.1 Opinion of Woodburn and Wedge 10.1* Form of Indemnification Agreement 10.2* Employment Agreement between the Registrant and Sheng-Yih Chang (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 7, 2025) 10.3* ICFO Consulting Agreement, dated March 18, 2024, between the Registrant and Green-Keen Consulting LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 3, 2024) 10.4 * Employment Agreement between the Registrant and Lili Dai 14.1* Code of Business Conduct and Ethics 21.1* List of Subsidiaries of the Registrant 23.1* Consent of Simon & Edward, LLP 23.2 Consent of Woodburn and Wedge (included in Exhibit 5.1) 24.1* Power of Attorney (included on signature page) 99.1* Consent of Sheng-Yih Chang 99.2* Consent of Yuan Lu 99.3* Consent of Xin Dong 99.4* Consent of Guo Jurong 99.5* Consent of Shen Yiqian 107 * Fee Table * Previously filed. ** To be filed by amendment. ++ Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(10). The omitted information is not material and would likely cause competitive harm to the Company if publicly disclosed. The Company agrees to furnish an unredacted copy to the SEC upon its request. # Certain schedules and exhibits have been omitted in compliance with Regulation S-K Item 601(a)(5). The Company agrees to furnish a copy of any omitted schedule or exhibit to the SEC upon its request. (b) Financial is not applicable or is shown in the financial statements or notes thereto. II-1

SIGNATURES

SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. HARTFORD CREATIVE GROUP, INC. Date: September 9, 2025 By: /s/ Sheng-Yih Chang Sheng-Yih Chang Chief Executive Officer KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Sheng-Yih Chang, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934 this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Name Title Date /s/ Sheng-Yih Chang Chief Executive Officer, President, Dir. September 9, 2025 Sheng-Yih Chang (Principal Executive Officer) /s/ Lili Dai Chief Financial Officer September 9, 2025 Lili Dai (Principal Accounting Officer) /s/ Yuan Lu Director September 9, 2025 Yuan Lu /s/ Xin Dong Director September 9, 2025 Xin Dong /s/ Jurong Guo Director September 9, 2025 Jurong Guo /s/ Yiqian Shen Director September 9, 2025 Yiqian Shen II-2

View Full Filing

View this S-1/A filing on SEC EDGAR