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SEC Company Response from Fitness Fanatics Ltd (FIT) (CIK 0002065232) (FIT) — Sep 26, 2025

Fitness Fanatics Ltd (FIT) (CIK 0002065232)
Date: Sept. 26, 2025 · CIK: 0002065232 · Accession: 0001493152-25-015047

AI Filing Summary & Sentiment

File numbers found in text: 333-289484

Date
Sept. 26, 2025
Author
Capital, LLC
Form
CORRESP
Company
Fitness Fanatics Ltd (FIT) (CIK 0002065232)

Letter

September 26, 2025

VIA EDGAR

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

F Street, N.E.

Washington, DC 20549

Attention: Abe Friedman

Adam Phippen

Nicholas Nalbantian

Taylor Beech

Re: Fitness Fanatics Limited

Registration Statement on Form F-1, as amended (File No. 333- 289484)

Request for Acceleration of Effectiveness

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), we, the underwriter (the “Underwriter”), hereby join in the request of Fitness Fanatics Limited (the “Registrant”), for the acceleration of the effective date of the Registrant’s Registration Statement on Form F-1 (File No. 333-289484) (as amended, the “Registration Statement”), relating to a public offering of Class A ordinary shares of the Registrant, US$0.000025 par value, so that the Registration Statement may be declared effective on September 30, 2025, at 4:00 p.m. Eastern Time, or as soon thereafter as practicable. The undersigned, as the Underwriter, confirms that it is aware of its obligations under the Securities Act.

Pursuant to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

Very
truly yours,
Bancroft
Capital, LLC

Show Raw Text
CORRESP
1
filename1.htm

September
26, 2025

VIA
EDGAR

Division
of Corporation Finance

Office
of Trade & Services

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
DC 20549

  Attention:
  Abe
  Friedman

  Adam
  Phippen

  Nicholas
  Nalbantian

  Taylor
  Beech

  Re:
  Fitness
  Fanatics Limited

  Registration
  Statement on Form F-1, as amended (File No. 333- 289484)

  Request
  for Acceleration of Effectiveness

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), we, the underwriter (the
“Underwriter”), hereby join in the request of Fitness Fanatics Limited (the “Registrant”), for the
acceleration of the effective date of the Registrant’s Registration Statement on Form F-1 (File No. 333-289484) (as amended,
the “Registration Statement”), relating to a public offering of Class A ordinary shares of the Registrant, US$0.000025
par value, so that the Registration Statement may be declared effective on September 30, 2025, at 4:00 p.m. Eastern Time, or as soon
thereafter as practicable. The undersigned, as the Underwriter, confirms that it is aware of its obligations under the Securities
Act.

Pursuant
to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated
to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears
to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

  Very
  truly yours,

  Bancroft
  Capital, LLC

  /s/
  Robert L. Malin

  Name:
  Robert
  L. Malin

  Title:
  Managing
  Director, Investment Banking