Fitness Fanatics: securities offering (amended)

What changed since the last draft

2 changes since the F-1/A filed Sep 8, 2025

Compared with the F-1/A 0001493152-25-012787, filed Sep 8, 2025.

1. New Risk factors

   note Nasdaq recently filed a proposed rule changed with the SEC that would require companies principally…

   are a company with substantial operations conducted in Hong Kong and Mainland China and, as such, may be subject to this proposed rule.

   From the filings

   Now

   note Nasdaq recently filed a proposed rule changed with the SEC 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. are a company with substantial operations conducted in Hong Kong and Mainland China and, as such, may be subject to this proposed rule. Based on our plan to offer an aggregate 2,000,000 Class A Ordinary Shares on a firm commitment basis, of which 1,400,000 Class A Ordinary Shares are offered by us and 600,000 Class A Ordinary Shares are offered by the Selling Shareholder at an expected price between the range of US$4.00 to US$6.00 per share, the gross offering proceeds would be US$9,000,000 (assuming the Offering Price of US$4.50, being the mid-point of the Offering Price range). These expected proceeds are below the proposed minimum threshold of $25 million. this proposal has not yet been approved by the SEC, there is no assurance that it will not be adopted. If this proposal is approved and we fail to meet the minimum offering size requirement, our securities will not be approved for listing on Nasdaq. Furthermore, even if we are able to successfully list, this rule change may be part of a broader trend of heightened regulatory scrutiny and stricter listing requirements for companies with principal operations in China, Hong Kong, and Macau. Our ability to conduct future offerings or maintain our listing could be adversely affected if Nasdaq or the SEC implements additional stringent criteria. We may be required to expend significant resources to address any future regulatory changes or concerns, which could divert our management's attention and resources from our business operations. Any such events could have a material adverse effect on our business, financial condition, and results of operations, and could cause a significant decline in the value of our securities. also note that the proposed rule would, under the "net income…

2. Changed Risk factors

   will be subject to changing laws, rules and regulations in the U.S. regarding regulatory matters, corporate…

   Adds "face risks related to Nasdaq's proposed rule on $25 million dollar minimum offering size…".

   From the filings

   Before

   will be subject to changing laws, rules and regulations in the U.S. regarding regulatory matters, corporate governance and public disclosure that will increase both our costs and the risks associated with non-compliance. this Offering, we will be subject to rules and regulations by various governing bodies and self-regulatory organizations, including, for example, the SEC and the NASDAQ, which are charged with the protection of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law. Our efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to result in increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities. as these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes, we may be subject to penalties and our business may be harmed. on banking facilities and risks of non-renewal or rising interest rates of December 31, 2024, we rely on banking facilities, including trade loans, from various financial institutions to support our operational funding needs and maintain liquidity. These facilities are critical to our ability to manage cash flow, procure inventory, and meet our financial obligations. However, there is no assurance that these banks will renew our banking facilities on favorable terms, or at all, upon their expiration. Factors such as changes in economic conditions, shifts in bank policies, or a deterioration in our financial position could lead to a…

   Now

   will be subject to changing laws, rules and regulations in the U.S. regarding regulatory matters, corporate governance and public disclosure that will increase both our costs and the risks associated with non-compliance. this Offering, we will be subject to rules and regulations by various governing bodies and self-regulatory organizations, including, for example, the SEC and the NASDAQ, which are charged with the protection of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law. Our efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to result in increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities. as these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes, we may be subject to penalties and our business may be harmed. on banking facilities and risks of non-renewal or rising interest rates of December 31, 2024, we rely on banking facilities, including trade loans, from various financial institutions to support our operational funding needs and maintain liquidity. These facilities are critical to our ability to manage cash flow, procure inventory, and meet our financial obligations. However, there is no assurance that these banks will renew our banking facilities on favorable terms, or at all, upon their expiration. Factors such as changes in economic conditions, shifts in bank policies, or a deterioration in our financial position could lead to a…

Compared by code from the two drafts’ text: offering terms first, then sections and risk factors added or removed, numbers that moved, and rewording. No model wrote this list. Not investment advice.