SEC Comment Letter for Fitness Fanatics Ltd (FIT) (CIK 0002065232) (FIT) — Sep 22, 2025
Fitness Fanatics Ltd (FIT) (CIK 0002065232)
Date: Sept. 22, 2025 · CIK: 0002065232 · Accession: 0000000000-25-010271
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-289484
Letter
September 22, 2025 Mr. Ho Hin Shun Chief Executive Officer Fitness Fanatics Ltd Flat 15, Block F, UG/F. Wah Lok Industrial Centre 31-35 Shan Mei Street Fo Tan, New Territories Hong Kong Re:Fitness Fanatics Ltd Amendment No. 2 to Registration Statement on Form F-1 Filed September 8, 2025 File No. 333-289484 Dear Mr. Ho Hin Shun: We have reviewed your amended registration statement and have the following comment(s). Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Amendment No. 2 to Registration Statement on Form F-1 Risk Factors We may not maintain the listing of our Class A Ordinary Shares..., page 39 1.We note that Nasdaq recently proposed a new rule that would require companies principally operating in China, including Hong Kong and Macau, to raise at least $25 million in an initial public offering to list on Nasdaq. Please revise your risk factor to address the potential effects this proposal could have on your ability to list and maintain a listing on the Nasdaq Capital Market.
September 22, 2025 Page 2 Exhibits 2.We note the removal of the symbol indicating redacted items from Exhibits 10.1 and 10.2; however, it appears that these exhibits are still redacted. Please restore the marking indicating redacted exhibits, or explain why you believe the symbols are no longer necessary. Please contact Abe Friedman at 202-551-8298 or Adam Phippen at 202-551-3336 if you have questions regarding comments on the financial statements and related matters. Please contact Nicholas Nalbantian at 202-551-7470 or Taylor Beech at 202-551- 4515 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc:Kyle Leung
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September 22, 2025
Mr. Ho Hin Shun
Chief Executive Officer
Fitness Fanatics Ltd
Flat 15, Block F, UG/F.
Wah Lok Industrial Centre
31-35 Shan Mei Street
Fo Tan, New Territories
Hong Kong
Re:Fitness Fanatics Ltd
Amendment No. 2 to Registration Statement on Form F-1
Filed September 8, 2025
File No. 333-289484
Dear Mr. Ho Hin Shun:
We have reviewed your amended registration statement and have the following
comment(s).
Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Amendment No. 2 to Registration Statement on Form F-1
Risk Factors
We may not maintain the listing of our Class A Ordinary Shares..., page 39
1.We note that Nasdaq recently proposed a new rule that would require companies
principally operating in China, including Hong Kong and Macau, to raise at least $25
million in an initial public offering to list on Nasdaq. Please revise your risk factor to
address the potential effects this proposal could have on your ability to list and
maintain a listing on the Nasdaq Capital Market.
September 22, 2025
Page 2
Exhibits
2.We note the removal of the symbol indicating redacted items from Exhibits 10.1 and
10.2; however, it appears that these exhibits are still redacted. Please restore the
marking indicating redacted exhibits, or explain why you believe the symbols are no
longer necessary.
Please contact Abe Friedman at 202-551-8298 or Adam Phippen at 202-551-3336 if
you have questions regarding comments on the financial statements and related
matters. Please contact Nicholas Nalbantian at 202-551-7470 or Taylor Beech at 202-551-
4515 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Kyle Leung