Fitness Fanatics: securities offering (amended)

Cover page 3 changes

filed with the U.S. Securities and Exchange Commission on August 22, 2025.

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TO COMPLETION, DATED AUGUST 11, 22, 2025

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date of this prospectus is [●] August 22, 2025

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Risk factors 1 change

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success depends on the continuous contributions of our executive directors and senior management. In particular, we rely on the expertise and experience of Mr. Ho, our founder, executive director and chief executive officer, and Mr. Chan, our co-founder and executive director, to take the lead on our strategic planning and overall business development. If one or more key personnel are unable or unwilling to continue in their present positions within our Group, we may be unable to replace them easily or at all. This may cause a significant disruption to our business operations and implementation of our future plans, and we may have to incur additional and potentially significant expenses to recruit and train their replacements. All these may materially and adversely affect our business, financial condition and results of operations.

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Dilution 2 changes

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net tangible book value per share represents our total tangible assets (total assets excluding goodwill and other intangible assets, net) less total liabilities, divided by the number of outstanding Class A Ordinary Shares. After giving effect to the sale of Class A Ordinary Shares in this Offering by the Company at an initial public offering price of US$[4.50] per Class A Ordinary Share (being the mid-point of the offer price range set out on the cover of this prospectus), after deducting US$640,000 US$720,000 in underwriting discounts and commissions and estimated Offering expenses payable by the Company of approximately US$1,136,665, US$1,196,665, the pro forma as adjusted net tangible book value as of December 31, 2024 would have been approximately US$5,984,844, US$6,604,844, or US$0.20 US$0.22 per Class A Ordinary Share. This represents an immediate increase in pro forma as adjusted net tangible book value of US$0.12 US$0.14 per Class A Ordinary Share to our existing stockholders and an immediate dilution of US$3.80 US$4.28 per Class A Ordinary Share to new investors purchasing Class A Ordinary Shares in this Offering.

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per Class A Ordinary Share attributable to the investors in this Offering [0.12] [0.14] Pro forma net tangible book value per Class A Ordinary Share after giving effect to this Offering [0.20] [0.22] Dilution per Class A Ordinary Share to new investors participating in this Offering [3.80] [4.28] (1) Being the mid-point of the offer price range.

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MD&A 6 changes

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July 11, 2025, the Company and Mr. Ngan entered into a subscription agreement whereby Mr. Ngan subscribed for 4,077 Class to the effective date of the registration statement of which this prospectus forms a part, on [●], for the purpose of maintaining proportional shareholdings before and after the Offering and taking into account of the public float requirement of Nasdaq Capital Market, the Company [will effect] a [1:40] sub-division of its shares (a "forward stock split").

July 11, 2025, the Company and Mr. Ngan entered into a subscription agreement whereby Mr. Ngan subscribed for 4,077 Class A Ordinary Shares.

Prior to the effective date of the registration

statement of which this prospectus forms a part, on [●], for the purpose of maintaining proportional shareholdings before and after the Offering and taking into account of the public float requirement of Nasdaq Capital Market, the Company [will effect] a 1:40 sub-division of its shares (a "forward stock split"). Following the forward stock split, the Company's authorized share capital will remain becomes US$1,000,000 divided into 40,000,000,000 shares, comprising of (a) 36,000,000,000 Class A Ordinary Shares with a par value of US$0.000025 each; and (b) 4,000,000,000 Class B Ordinary Shares with a par value of US$0.000025 each). On [●], each of our existing Shareholders, namely Hintech, Dixon, Elytron, Cipher, Blueberry, Tenmoku, Billion, Comet, Ace, Chestnut, Feldspar, Daily, Mr. Chen Wei, Mr. Chen Jackson Jadyn, Supreme, Mr. Mak and Mr. Ngan [will surrender] 2,797,377 Class A Ordinary Shares, 2,089,642 Class A Ordinary Shares, 1,475,160 Class A Ordinary Shares, 777,275 Class A Ordinary Shares, 524,400 Class A Ordinary Shares, 524,400 Class A Ordinary Shares, 524,400 Class A Ordinary Shares, 524,400 Class A Ordinary Shares, 515,280 Class A Ordinary Shares, 467,400 Class A Ordinary Shares, 467,400 Class A Ordinary Shares, 369,360 Class A Ordinary Shares, 28,010 Class A Ordinary Shares, 160,056 Class A Ordinary Shares, 72,025 Class A Ordinary Shares, 36,936 Class A Ordinary Shares and 46,478 Class A Ordinary Shares, respectively, to the Company, or approximately 28.5% of their shareholdings each. None of these shareholders surrendering their Class A Ordinary Shares [will receive] any consideration for surrender of their ordinary shares, nor are there any agreements or arrangements in place under which any of these shareholders will surrender their remaining Class A Ordinary Shares. Unless otherwise indicated, all references to ordinary shares, share data, per share data, and related information have been retroactively adjusted, where applicable, in this prospectus to reflect the 1:40 forward stock split and the Class A Ordinary Shares surrendered by our existing shareholders on [●], 2025 as if they had occurred at the beginning of the earliest period presented. Following the forward stock split and surrenders and prior to this Offering, there will be 28,600,000 Class A Ordinary Shares issued.

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Immediately prior to this Offering, Hintech, Dixon,

Dixon, Elytron, Cipher, Blueberry, Tenmoku, Billion, Comet, Ace, Chestnut, Feldspar, Daily, Mr. Chen Wei, Mr. Chen Jackson Jadyn, Supreme, Mr. Mak and Mr. Ngan will be holding 7,017,983 Class A Ordinary Shares, 5,242,437 Class A Ordinary Shares, 3,700,840 Class A Ordinary Shares, 1,950,005 Class A Ordinary Shares, 1,315,600 Class A Ordinary Shares, 1,315,600 Class A Ordinary Shares, 1,315,600 Class A Ordinary Shares, 1,315,600 Class A Ordinary Shares, 1,292,720 Class A Ordinary Shares, 1,172,600 Class A Ordinary Shares, 1,172,600 Class A Ordinary Shares, 926,640 Class A Ordinary Shares, 70,270 Class A Ordinary Shares, 401,544 Class A Ordinary Shares, 180,695 Class A Ordinary Shares, 92,664 Class A Ordinary Shares and 116,602 Class A Ordinary Shares, respectively. Our Class B Ordinary Shares will be held by Hintech and Dixon as to 1,000,000 Class B Ordinary Shares and 800,000 Class B Ordinary Shares, respectively.

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Management 5 changes

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At incorporation, our authorized

incorporation, our authorized share capital was US$1,000,000 divided into 1,000,000,000 shares with a par value of US$0.001 each, comprising of (a) 900,000,000 Class A Ordinary Shares with a par value of US$0.001 each, and (b) 100,000,000 Class B Ordinary Shares with a par value of US$0.001 each. Prior to this Offering, our authorized share capital will be is US$1,000,000 divided into 40,000,000,000 shares with a par value of US$0.000025 per share, comprising of (a) 36,000,000,000 Class A Ordinary Shares with a par value of US$0.000025 each, and (b) 4,000,000,000 Class B Ordinary Shares with a par value of US$0.000025 each. As of the date of this prospectus, 28,600,000 Class A Ordinary Shares and 1,800,000 Class B Ordinary Shares are issued and outstanding.

Immediately prior to the completion

prior to the completion of this Offering, we will have 28,600,000 Class A Ordinary Shares and 1,800,000 Class B Ordinary Shares issued and outstanding. All of our shares issued and outstanding prior to the completion of the offering are and will be fully paid, and all of our shares to be issued in the offering will be issued as fully paid and non-assessable, and are issued in registered form, and are issued when registered in our register of members.

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registration statement of which this prospectus forms a part, on [●], for the purpose of maintaining proportional shareholdings before and after the Offering and taking into account of the public float requirement of Nasdaq Capital Market, the Company [will effect] a 1:40 sub-division of its shares (a "forward stock split"). Following the forward stock split, the Company's authorized share capital will remain becomes US$1,000,000 divided into 40,000,000,000 shares, comprising of (a) 36,000,000,000 Class A Ordinary Shares with a par value of US$0.000025 each; and (b) 4,000,000,000 Class B Ordinary Shares with a par value of US$0.000025 each. On [●], each of our existing Shareholders, namely Hintech, Dixon, Elytron, Cipher, Blueberry, Tenmoku, Billion, Comet, Ace, Chestnut, Feldspar, Daily, Mr. Chen Wei, Mr. Chen Jackson Jadyn, Supreme, Mr. Mak and Mr. Ngan [will surrender] 2,797,377 Class A Ordinary Shares, 2,089,643 Class A Ordinary Shares, 1,475,160 Class A Ordinary Shares, 777,275 Class A Ordinary Shares, 524,400 Class A Ordinary Shares, 524,400 Class A Ordinary Shares, 524,400 Class A Ordinary Shares, 524,400 Class A Ordinary Shares, 515,280 Class A Ordinary Shares, 467,400 Class A Ordinary Shares, 467,400 Class A Ordinary Shares, 369,360 Class A Ordinary Shares, 28,010 Class A Ordinary Shares, 160,056 Class A Ordinary Shares, 72,025 Class A Ordinary Shares, 36,936 Class A Ordinary Shares and 46,478 Class A Ordinary Shares, respectively, to the Company, or approximately 28.5% of their shareholdings each. None of these shareholders surrendering their Class A Ordinary Shares [will receive] any consideration for surrender of their ordinary shares, nor are there any agreements or arrangements in place under which any of these shareholders will surrender their remaining Class A Ordinary Shares.

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Exhibits 3 changes

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Amended and Restated Memorandum and Articles of Association of the Registrant, as adopted by special resolution passed on [date] 5.1* Opinion of Conyers Dill & Pearman regarding the validity of securities being registered 5.2* Opinion of Robertsons regarding Hong Kong legal matters 5.3* Opinion of Guangdong Wesley Law Firm regarding PRC legal matters 5.4* Opinion of Christopher & Lee Ong regarding Malaysia legal matters 8.1* Opinion of Conyers Dill & Pearman regarding certain Cayman Islands tax matters (included in Exhibit 5.1) 8.2* Opinion of Guangdong Wesley Law Firm regarding certain PRC tax matters (included in Exhibit 5.3) 8.3* Opinion of Christopher & Lee Wong Ong regarding certain Malaysian tax matters (included in Exhibit [5.2]) 5.4) 10.1**^ ^ Distributor Agreement between the largest supplier and Myron Ltd commencing on September 3, 2024 10.2** ^ Letter of appointment appointing NW Group International Limited as authorized exclusive distributor with effect from January 1, 2025 10.3** Form of Director Offer Letter between the Registrant and each of its directors 10.4** Form of Employment Agreement between the Registrant and each of its executive officers 10.5** Form of Indemnification Agreement between the Registrant and each of its directors and executive directors 21.1** List of Subsidiaries of the Registrant 23.1* Consent of Conyers Dill & Pearman (included in Exhibits [5.1] and [8.1]) 23.2* Consent of Robertsons (included in Exhibit [5.2]) 23.3* Consent of Guangdong Wesley Law Firm (included in Exhibit [5.3]) 23.4* Consent of Christopher & Lee Ong (included in Exhibit [5.4]) 23.5** Consent of ARK Pro CPA & Co 24.1 Power of Attorney (included on signature page) 99.1** Independent director Offer Letter with Ms. Hu Compensation Recovery Policy of the Registrant 99.2** Independent director Offer Letter with Mr. Sung Insider Trading Policy of the Registrant 99.3** Independent director Offer Letter with Mr. Anthony Wong Whistleblowe Policy of the Registrant 99.4* Equity Incentive Plan 99.5** Code of Ethics of the Registrant 99.6** Consent of Ms. Hu 99.7** Consent of Mr. Sung 99.8** Consent of Mr. Anthony Wong 99.9** Audit Committee Charter of the Registrant 99.10** Compensation Committee Charter of the Registrant 99.11** Nomination Committee Charter of the Registrant 107** Filing Fee Table * To be filed by amendment ** Previously filed Filed herewith ^ Certain confidential information contained in this exhibit, has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K, because it (i) is not material and (ii) would be competitively harmful if publicly disclosed.

to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Hong Kong, on August 11, 22, 2025.

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to the Securities Act of 1933 as amended, the undersigned, the duly authorized representative in the United States of America, has signed this registration statement thereto in New York, NY on August 11, 22, 2025.