Fitness Fanatics withdraws prior IPO registration

Rhea-AI Filing Summary

Fitness Fanatics Limited has requested withdrawal of its prior effective Form F-1 that registered the offering and sale of 1,400,000 Class A ordinary shares for its IPO and 600,000 Class A ordinary shares for a resale by a selling shareholder, noting that no securities were sold. The company plans to file a new Form F-1 registering approximately 7,000,000 ordinary shares for its IPO, reflecting a larger offering, updated professional advisors, and the latest audited financial statements. Fitness Fanatics asks that fees paid for the original Form F-1 be credited under Rule 457(p) toward the registration fee for the new filing.

Filing Explained

Fitness Fanatics Limited has requested withdrawal of its prior effective F-1, but the filing describes withdrawal as conditional: it will be deemed granted on August 13, 2026 unless the SEC gives notice within 15 days that it will not grant the request.

Key Figures

Original IPO shares registered: 1,400,000 Class A ordinary shares Original resale shares registered: 600,000 Class A ordinary shares Planned new IPO registration size: approximately 7,000,000 ordinary shares +1 more

4 metrics

Original IPO shares registered 1,400,000 Class A ordinary shares Shares registered for the company’s IPO in the Original F-1

Original resale shares registered 600,000 Class A ordinary shares Shares registered for resale by a selling shareholder in the Original F-1

Planned new IPO registration size approximately 7,000,000 ordinary shares Shares to be registered in the New F-1 for the IPO

SEC response window fifteen days Period for SEC to notify the company if withdrawal will not be granted

Key Terms

Registration Statement on Form F-1, initial public offering, Resale, Rule 457(p)

4 terms

Registration Statement on Form F-1 regulatory

"filed a Registration Statement on Form F-1 (File No. 333-289484)"

A registration statement on Form F-1 is a legal document companies file with regulators to offer their shares to investors in a foreign country or market. It provides essential information about the company's business, finances, and risks, helping investors make informed decisions about whether to buy its stock. This process ensures transparency and protects investors by making company details publicly available before trading begins.

initial public offering financial

"ordinary shares in connection with its initial public offering (the “IPO”)"

An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.

Resale financial

"to register 600,000 Class A ordinary shares being sold by a selling shareholder (the “Resale”)"

Resale is the act of selling an item, asset, or security by someone who previously bought it rather than by the original maker or issuer. It matters to investors because resale activity affects how easily an investment can be sold, the price buyers are willing to pay, and the potential profit or loss — like selling a used car: condition, demand and market rules determine what you can get for it.

Rule 457(p) regulatory

"requests that, in accordance with Rule 457(p) of the Securities Act, all fees paid"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why is Fitness Fanatics Limited (FIT) withdrawing its original Form F-1?

Fitness Fanatics Limited is withdrawing its original Form F-1 because no securities were sold under that registration. The company intends to file a new Form F-1 with updated financials, advisor information, and an increased IPO share amount.

How many shares did Fitness Fanatics (FIT) register in its original Form F-1?

The original Form F-1 registered 1,400,000 Class A ordinary shares for the IPO and 600,000 Class A ordinary shares for resale by a selling shareholder. Fitness Fanatics states that no securities were sold under this prior registration.

What does Fitness Fanatics (FIT) plan to register in its new Form F-1?

Fitness Fanatics plans to register approximately 7,000,000 ordinary shares in a new Form F-1 for its IPO. The new filing will also include updated professional advisors and the company’s latest audited financial statements while remaining largely similar to the original.

Did Fitness Fanatics (FIT) complete its IPO or resale under the original Form F-1?

No. Fitness Fanatics states that neither the IPO nor the Resale occurred pursuant to the original Form F-1 and that no securities were sold under that registration statement before requesting its withdrawal.

How will previously paid SEC fees be treated for Fitness Fanatics (FIT)?

Fitness Fanatics acknowledges no refund of fees paid with the original Form F-1 but requests that all such fees be credited under Rule 457(p) for future use, including offsetting registration fees for the new Form F-1.

When is the withdrawal of Fitness Fanatics’ original Form F-1 deemed granted?

The company understands the withdrawal will be deemed granted on the filing date of its application, unless within fifteen days it receives notice from the SEC that the application will not be granted.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/13/2026 - 06:39 AM Accepted by SEC EDGAR 08/13/2026 - 06:39 AM Learn about SEC filing dates

Fitness Fanatics Limited

Flat 15, Block F, UG/F., Wah Lok Industrial Centre

31-35 Shan Mei Street, Fo Tan, New Territories, Hong Kong

Tel: (852) 3100 0001

August 13, 2026

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:	Fitness Fanatics Limited
	Request to Withdraw
	Registration Statement on Form F-1 (File No. 333-289484), which became effective on September 30, 2025 in accordance with Section 8(a) of the Securities Act of 1933, as amended (the “Securities Act”)

Ladies and Gentlemen:

Fitness Fanatics Limited, a Cayman Islands exempted company (the “Company”), filed a Registration Statement on Form F-1 (File No. 333-289484) with the Securities and Exchange Commission (the “Commission”) that became effective on September 30, 2025 (the “Original F-1”), to register the offering and sale of an aggregate of 1,400,000 Class A ordinary shares in connection with its initial public offering (the “IPO”) and to register 600,000 Class A ordinary shares being sold by a selling shareholder (the “Resale”). While the Original F-1 became effective, neither the IPO nor the Resale occurred pursuant to the Original F-1.

Pursuant to Rule 477 under the Securities Act, the Company hereby respectfully requests that the Commission consent to the withdrawal, effective as of the date hereof or at the earliest practicable date hereafter, of the Original F-1, together with all exhibits thereto. No securities were sold pursuant to the Original F-1 or in any offering pursuant to the Original F-1.

The Company plans to file a new Registration Statement on Form F-1 (the “New F-1”) registering approximately 7,000,000 ordinary shares of the Company in connection with its IPO. The New F-1 reflects, amongst other things, an increase in the size of the original offering for the IPO, updates to its professional advisors, and the inclusion of the Company’s latest audited financial statements, but is otherwise substantially similar to the Original F-1.

It is our understanding that this application for withdrawal of the Original F-1 will be deemed granted as of the date that it is filed with the Commission unless, within fifteen days after such date, the Company receives notice from the Commission that this application will not be granted.

The Company acknowledges that no refund will be made for fees paid to the Commission in connection with filing the Original F-1. However, the Company respectfully requests that, in accordance with Rule 457(p) of the Securities Act, all fees paid to the Commission in connection with the filing of the Original F-1 be credited for future use, including to offset the registration fee payable with respect to the Company’s ordinary shares that are to be registered on the New F-1.

Should you have any questions regarding this request for withdrawal, please contact Kyle Leung, Esq. of KLJ Law Group, P.C. by telephone at +1 929-989-7572 or via email at kyle.leung@kljlawgroup.com.

Very truly yours,

Fitness Fanatics Limited
By:	/s/ Ho Hin Shun
Name:	Ho Hin Shun
Title:	Chief Executive Officer
Date:	August 13, 2026