SEC Company Response from Fitness Fanatics Ltd (FIT) (CIK 0002065232) (FIT) — Sep 22, 2025
Fitness Fanatics Ltd (FIT) (CIK 0002065232)
Date: Sept. 22, 2025 · CIK: 0002065232 · Accession: 0001493152-25-014445
AI Filing Summary & Sentiment
File numbers found in text: 333-289484
Referenced dates: September 22, 2025
Show Raw Text
CORRESP
1
filename1.htm
September
22, 2025
Via
Edgar
Division
of Corporation Finance
Office
of Trade & Services
U.S.
Securities and Exchange Commission
100
F Street, NE
Washington,
D.C., 20549
Attention:
Abe
Friedman
Adam
Phippen
Nicholas
Nalbantian
Taylor
Beech
Re:
Fitness
Fanatics Ltd
Amendment
No. 2 to Registration Statement on Form F-1
Filed
September 8, 2025
File No. 333-289484
Ladies
and Gentlemen:
On
behalf of our client, Fitness Fanatics Ltd, a foreign private issuer organized under the laws of the Cayman Islands (the “Company”),
we submit to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
this letter setting forth the Company’s response to the comments contained in the Staff’s letter dated September 22, 2025
on the Company’s Amendment No.2 to Registration Statement on Form F-1 filed on September 8, 2025. Concurrently with the submission
of this letter, the Company is submitting its revised registration statement on Form F-1 (the “Revised Registration Statement”)
and certain exhibits via EDGAR to the Commission.
The
Staff’s comments from its letter dated September 22, 2025 are repeated below in bold and followed by the Company’s responses.
We have included page numbers to refer to the location in the Revised Registration Statement where the language addressing the comments
appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Revised Registration Statement.
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.
The
Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has included an additional risk
factor disclosure to address the potential effects such proposal could have on the Company’s ability to list and maintain a
listing on the Nasdaq Capital Market on Page 34 of the Revised Registration Statement.
Concord
& Sage PC. Email: info@concordsage.com
1360
Valley Vista Dr, Suite 140, Diamond Bar CA 91765
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.
The
Company acknowledges the Staff’s comment and has revised the exhibit index on Page 157 of the Revised Registration Statement
to restore the marking indicating redacted exhibits.
Very
truly yours,
/s/
Kyle Leung
Name:
Kyle
Leung
Partner
Concord
& Sage PC
Concord
& Sage PC. Email: info@concordsage.com
1360
Valley Vista Dr, Suite 140, Diamond Bar CA 91765