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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

Date
Sept. 22, 2025
Author
Kyle Leung
Form
CORRESP
Company
Fitness Fanatics Ltd (FIT) (CIK 0002065232)

Letter

September 22, 2025

Via Edgar

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

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

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

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