UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES
EXCHANGE ACT OF 1934
For
the month of March 2026
Commission
File Number 001-41774
Fitell
Corporation
(Translation
of registrant’s name into English)
23-25
Mangrove Lane
Taren
Point, NSW 2229
Australia
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F ☒ Form
40-F ☐
CONTENTS
On
March 5, 2026, Fitell Corporation issued a press release titled “Fitell Corporation Announces Completion of Redomiciliation to
the British Virgin Islands”. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated by reference herein.
INCORPORATION
BY REFERENCE
The
information contained in this Form 6-K shall be deemed filed with the Securities and Exchange Commission (“SEC”) solely for
purposes of incorporation by reference into and as part of the registration statements on Form F-3 (File No.333-284232) of the registrant
on file with the SEC.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release: Fitell Corporation Announces Completion of Redomiciliation to the British Virgin Islands |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
| Date:
March 5, 2026 |
FITELL
CORPORATION |
| |
|
|
| |
By: |
/s/
Yinying Lu |
| |
|
Yinying
Lu |
| |
|
Chief
Executive Officer and Director |
| |
|
(Principal
Executive Officer) |
Exhibit
99.1
Fitell
Corporation Announces Completion of Redomiciliation to the British Virgin Islands
Taren
Point, Australia, March 5, 2026 (GLOBE NEWSWIRE) — Fitell Corporation (NASDAQ: FTEL) (“Fitell” or the “Company”)
announced completion of its redomiciliation from the Cayman Islands to the British Virgin Islands as a BVI business company (the “BVI
Company”). The redomiciliation was approved by the shareholders of the Company at the Company’s extraordinary general meeting
of shareholders on December 12, 2025.
The
redomiciliation was completed following the close of trading on the Nasdaq Capital Market on March 6, 2026. At completion, all issued
and outstanding ordinary shares of Fitell were exchanged on a one-for-one basis for newly issued shares of ordinary shares of the BVI
Company. Fitell’s class A ordinary shares will continue to trade on The Nasdaq Capital Market under the symbol “FTEL”
with the new CUSIP number G3514S104.
The
Company expects the redomiciliation to save costs and streamline reporting requirements, in addition to reducing the associated administrative
burden for the Company and investors.
For
more information on the redomiciliation of the Company, please refer to the Company’s filings with the Securities and Exchange
Commission, which are available on its Investor Relations website.
About
Fitell Corporation
Fitell
Corporation, through GD Wellness Pty Ltd (“GD”), its wholly owned subsidiary, is an online retailer of gym and fitness equipment
both under its proprietary brands and other brand names in Australia. The company’s mission is to build an ecosystem with a whole
fitness and wellness experience powered by technology to our customers. GD has served over 100,000 customers with large portions of sales
from repeat customers over the years. The Company’s brand portfolio can be categorized into three proprietary brands under its
Gym Direct brand: Muscle Motion, Rapid Motion, and FleetX, in over 2,000 stock-keeping units (SKUs). For additional information, please
visit the Company’s website at www.fitellcorp.com.
Forward-Looking
Statements
Certain
statements in this release, other than purely historical information, including estimates, projections, statements relating to our business
plans, objectives and expected operating results, and the assumptions upon which those statements are based, are “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believe,”
“project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,”
“future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,”
“will be,” “will continue,” “will likely result” and similar expressions. Forward-looking statements
are based on current expectations and assumptions, and are subject to risks and uncertainties, regulatory issues, unanticipated issues
on Nasdaq with respect to implementing the loyalty payment, as well as risks set forth in the Company’s filings with the Securities
and Exchange Commission (the “Commission”) including its Form 20-F for the year ended June 30, 2025 which was filed on November
14, 2025 and Form 6-K reports filed in connection with our earnings result and other filings with the Commission. We undertake no obligation
to update or revise publicly any forward-looking statements, whether because of new information, future events or otherwise, except to
the extent required by law. We cannot guarantee that future results reflected in the forward-looking statements will occur.
For
more information, please contact:
Chief
Financial Officer
Edwin Tam
edwin@gymdirect.com.au
Investor
Relations
ir@fitellcorp.com
