Fitness Fanatics: securities offering (amended)

Cover page 3 changes

filed with the U.S. Securities and Exchange Commission on August 14, September 22, 2026.

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reorganization of the Company has not been completed and the Company plans to complete the reorganization before the effectiveness of the Registration Statement. Prior to this Offering, the Company will be is authorized to issue 40,000,000,000 Ordinary Shares of par value of US$0.000025 each.

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to this Offering, [15,500,000] Ordinary Shares will be are issued and outstanding. Subsequent to the Offering, [22,500,000]

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Forward-looking statements 5 changes

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of our Company as adopted on [*]. The current articles of association of our Company were adopted on March 28, 2025 and shall be replaced by the amended and restated articles of association to be adopted after completion of the reorganization.

of our Company as adopted on August 29, 2026.

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means Fitness Fanatics (NA) Corporation, a corporation

incorporated under the laws of the State of Nevada and a indirect wholly-owned subsidiary of our Company.

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the amended and restated memorandum of association of our Company as adopted on [*]. The current memorandum of association of our Company was adopted on March 28, 2025 and shall be replaced by the amended and restated memorandum of association to be adopted after completion of the reorganization. August 29, 2026.

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Risk factors 1 change

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you purchase Ordinary Shares in the assumed completion of this Offering, you will pay substantially more than the corresponding amount paid by existing shareholder for their shares and more than our net tangible book value per share. As a result, you will experience immediate and substantial dilution of US$[3.44] US$[3.54] per Ordinary Share, representing the difference between our net tangible book value per Ordinary Share of US$[1.56] US$[1.46] as of December 31, 2025, after giving effect to the net proceeds to us from this Offering, assuming no change to the number of Ordinary Shares offered by us as stated on the cover page of this prospectus and an assumed public offering price of US$[5.00] per Ordinary Share (being the mid-point of the offer price range). See "Dilution" for a more complete description of how the value of your investment in our Ordinary Shares will be diluted upon the completion of this Offering.

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Use of proceeds 1 change

estimate that we will receive net proceeds from the sale of Ordinary Shares of approximately US$[31,510,683] US$[30,175,000] based upon an assumed Offering Price of US$[5.00] per share (being the mid-point of the offer price range set forth on the cover page of this prospectus), of net proceeds from this Offering after deducting underwriting discounts and commissions and estimated Offering expenses of approximately US$[3,489,317] US$[4,825,000] payable by us.

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Capitalization 7 changes

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of the date of this document, the reorganization of the Company has not been completed and the Company plans to complete the reorganization before the effectiveness of the Registration Statement.

Prior to of the date of this Offering, its document, the Company's authorized share capital will be is US$1,000,000 divided into 40,000,000,000 Ordinary Shares with a par value of US$0.000025.

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forma As adjusted, assuming no exercise of over-allotment option (US$) Pro forma As adjusted, assuming full exercise of over-allotment option (US$) Cash and cash equivalents 1,295,360 33,037,208 37,840,958 31,701,525 Debt 9,136,430 9,136,430 9,136,430 Shareholders' Equity:

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shares authorized, US$0.000025 par value, 15,500,000 Ordinary Shares outstanding on an actual basis; [22,500,000] Ordinary Shares outstanding on a pro forma as adjusted basis assuming the over-allotment option is not exercised; and [23,550,000] Ordinary Shares outstanding on a pro forma as adjusted basis assuming the over-allotment option is exercised in full (231,165 ) - - Additional paid-in capital 4,626,712 36,137,221 40,940,945 34,801,538 Accumulated other comprehensive income 47,868 47,868 47,868 Accumulated losses (1,031,370 ) (1,031,370 ) (1,031,370 ) Total Shareholders' Equity 3,412,433 35,154,282 39,958,032 33,818,599 Total Capitalization 12,548,863 44,290,712 49,094,462 42,955,029 A US$[1.00] increase (decrease) in the assumed initial public offering price of US$[5.00] per Ordinary Share, which is the mid-point of the estimated range of the initial public offering price set forth on the front cover of this prospectus, would increase (decrease) each of additional paid-in capital, total shareholders' equity and total capitalization by US$6,405,000, assuming the number of Ordinary Shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts, non-accountable expense allowance, and estimated expenses payable by us.

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We estimate that such net proceeds will be approximately US$[31,510,683].

Reflects the sale of Ordinary Shares in this Offering at an assumed initial public offering price of US$[5.00] per Ordinary Share, and after deducting the estimated underwriting discounts, non-accountable expense allowance, and estimated Offering expenses payable by us. The as-adjusted information is illustrative only, and we will adjust this information based on the actual initial public offering price and other terms of this Offering determined at pricing. Additional paid-in capital reflects the net proceeds we expect to receive, after deducting the underwriting discounts, non-accountable expense allowance, and estimated Offering expenses payable by us.

The as-adjusted information is illustrative only, and we will adjust this information based on the actual initial public offering price and other terms of this Offering determined at pricing. Additional paid-in capital reflects the net proceeds we expect to receive, after deducting the underwriting discounts, non-accountable expense allowance, and estimated Offering expenses payable by us. We estimate that such net proceeds will be approximately US$[30,175,000].

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 Ordinary Shares. After giving effect to the sale of Ordinary Shares in this Offering by the Company at an initial public offering price of US$[5.00] per Ordinary Share (being the mid-point of the offer price range set out on the cover of this prospectus), after deducting underwriting discounts and non-accountable expense allowance, commissions and estimated Offering expenses payable by the Company, the pro forma as adjusted net tangible book value as of December 31, 2025 would have been approximately US$[35,154,281] US$[32,937,764] or US$[1.56] US$[1.46] per Ordinary Share. This represents an immediate increase in pro forma as adjusted net tangible book value of US$[1.34] US$[1.30] per Ordinary Share to our existing stockholders and an immediate dilution of US$[3.44] US$[3.54] per Ordinary Share to new investors purchasing Ordinary Shares in this Offering.

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Historical net tangible book value per Ordinary Share as of December 31, 2025 0.22 0.16 Increase in as adjusted net tangible book value per Ordinary Share attributable to the investors in this Offering 1.34 1.30 Pro forma net tangible book value per Ordinary Share after giving effect to this Offering 1.56 1.46 Dilution per Ordinary Share to new investors participating in this Offering (1) Being the mid-point of the offer price range.

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MD&A 15 changes

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On 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. As of the date of this document, our authorized share capital is US$1,000,000 divided into 40,000,000,000 Ordinary Shares of US$0.000025 each. Following incorporation, our then share capital was held 100% by Hintech as to 100 Class A ordinary shares.

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As of the date of this document,

the Company is owned as to (i) 15,918,303 Class A ordinary shares and 1,000,000 Class B ordinary shares by Hintech; (ii) 5,242,437 Class A ordinary shares and 800,000 Class B ordinary shares by Dixon; and (iii) 3,700,840, 1,950,005, 926,640, 401,544, 180,695, 116,602, 92,664 and 70,270 Class A ordinary shares by Elytron, Cipher, Daily Smile Limited, Mr. Chen Jackson Jadyn, Supreme, Mr. Ngan, Mr. Mak and Mr. Chen Wei, respectively.

of the date of this document, the reorganization of the Company has not been completed and the Company plans to complete the reorganization before the effectiveness of the Registration Statement by completing the following steps.

proposed to surrender 7,291,251 Class A ordinary shares and 1,000,000 Class B ordinary shares;

Upon the completion of these surrender

Subsequent to the re-designation, the Company is owned as to 8,627,053, 2,841,181, 2,005,700, 1,056,821, 502,200, 217,620, 97,929, 63,193, 50,220, 38,083 Ordinary Shares of par value of US$0.000025 each to Hintech, Dixon, Elytron, Cipher, Daily Smile Limited, Mr. Chen Jackson Jadyn, Supreme, Mr. Ngan, Mr. Mak and Mr. Chen Wei, respectively.

July 13, 2026, FF (NA) was incorporated under the laws of the State of Nevada, as one of our subsidiaris. The sole shareholder of FF (NA) is FFA, which holds 5,000 shares of FF (NA). FF (NA) currently does not have any business activities. The Company intends set up a representative office in the U.S. through FF (NA) after the Offering.

On August 29, 2026, (i) Hintech Solutions Limited

proposed to surrender 7,291,250 Class A ordinary shares and 1,000,000 Class B ordinary shares; (ii) Dixon Dynamics Company Limited proposed to surrender 2,401,256 Class A ordinary shares and 800,000 Class B ordinary shares; and (iii) Elytron Innovations Limited, Cipher Fortune Development Limited, Daily Smile Limited, Mr. Chen Jackson Jadyn, Supreme Mr. Mind Limited, Ngan Mr. Chun Wai William, Mak Tsz Wa and Mr. Chen Wei proposed to surrender 1,695,140, 893,184, 424,440, 183,924, 82,766, 53,409, 42,444 and 32,187 Class A ordinary shares, respectively.

transactions, On August 29, 2026, the Company will pass passed board resolutions and shareholder resolutions to re-classify and re-designate each issued and unissued Class A ordinary shares and Class B ordinary shares into Ordinary Shares of par value of US$0.000025, such that the authorized share capital of the Company shall become US$1,000,000 divided into 40,000,000,000 Ordinary Shares of US$0.000025 each. Subsequent to the re-designation, the Company is owned as to 8,627,053, 2,841,181, 2,005,700, 1,056,821, 502,200, 217,620, 97,929, 63,193, 50,220, 38,083 Ordinary Shares of par value of US$0.000025 each to Hintech Solutions Limited, Dixon Dynamics Company Limited, Elytron Innovations Limited, Cipher Fortune Development Limited, Daily Smile Limited, Chen Jackson Jadyn, Supreme Mind Limited, Ngan Chun Wai William, Mak Tsz Wa and Chen Wei, respectively.

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As of the date of this document

After the completion of reorganization

and immediately prior to the Offering

following table sets out the ownership of our Ordinary Shares as of the date of this document. and prior to the Offering.

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Management 9 changes

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are a Cayman Islands exempted company and our affairs are governed by our memorandum and articles of association, as amended from time to time, and the Companies Act (As Revised) of the Cayman Islands, which we refer to as the Companies Act below, and the common law of 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. As of the date of this document, the reorganization of the Company has not been completed and the Company plans to complete the reorganization before the effectiveness of the Registration Statement. As of the date of this document, 28,600,000 Class A our authorized share capital is US$1,000,000 divided into 40,000,000,000 Ordinary Shares with par value of US$0.000025 each. and 1,800,000 Class B ordinary shares with par value As of US$0.000025 each are issued and outstanding. Immediately prior to the completion date of this Offering and after completion of the reorganization, document, we will have 15,500,000 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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following are summaries of material provisions of our current memorandum and articles of association, which will be adopted after completion of the reorganization, and of the Companies Act, insofar as they relate to the material terms of our shares.

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of the date of this document, the Company is owned as to (i) 15,918,303 Class A ordinary shares and 1,000,000 Class B ordinary shares by Hintech Solutions Limited; (ii) 5,242,437 Class A ordinary shares and 800,000 Class B ordinary shares by Dixon Dynamics Company Limited;

and (iii) 3,700,840, 1,950,005, 926,640, 401,544, 180,695, 116,602, 92,664 and 70,270 Class A ordinary shares by Elytron Innovations Limited, Cipher Fortune Development Limited, Daily Smile Limited, Chen Jackson Jadyn, Supreme Mind Limited, Ngan Chun Wai William, Mak Tsz Wa and Chen Wei, respectively..

of the date of this document, the reorganization of the Company has not been completed and the Company plans to complete the reorganization before the effectiveness of the Registration Statement by completing the following steps.

Solutions Limited proposed to surrender 7,291,251 Class A ordinary shares and 1,000,000 Class B ordinary shares;

FF (NA) was incorporated under the laws of the State of Nevada, as one of our subsidiaries. The sole shareholder of FF (NA) is FFA, which holds 5,000 shares of FF (NA). FF (NA) currently does not have any business activities. The Company intends set up a representative office in the U.S. through FF (NA) after the Offering.

(i) Hintech Solutions Limited proposed to surrender 7,291,250 Class A ordinary shares and 1,000,000 Class B ordinary shares; (ii) Dixon Dynamics Company Limited proposed to surrender 2,401,256 Class A ordinary shares and 800,000 Class B ordinary shares; and (iii) Elytron Innovations Limited, Cipher Fortune Development Limited, Daily Smile Limited, Chen Jackson Jadyn, Supreme Mind Limited, Ngan Chun Wai William, Mak Tsz Wa and Chen Wei proposed to surrender 1,695,140, 893,184, 424,440, 183,924, 82,766, 53,409, 42,444 and 32,187 Class A ordinary shares, respectively.

the completion of these surrender transactions, the Company will pass passed board resolutions and shareholder resolutions to re-classify and re-designate each issued and unissued Class A ordinary shares and Class B ordinary shares into Ordinary Shares of par value of US$0.000025, such that the authorized share capital of the Company shall become US$1,000,000 divided into 40,000,000,000 Ordinary Shares of US$0.000025 each. Subsequent to the re-designation, the Company is owned as to 8,627,053, 2,841,181, 2,005,700, 1,056,821, 502,200, 217,620, 97,929, 63,193, 50,220, 38,083 Ordinary Shares of par value of US$0.000025 each to Hintech Solutions Limited, Dixon Dynamics Company Limited, Elytron Innovations Limited, Cipher Fortune Development Limited, Daily Smile Limited, Chen Jackson Jadyn, Supreme Mind Limited, Ngan Chun Wai William, Mak Tsz Wa and Chen Wei, respectively.

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Plan of distribution 25 changes

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3, 2026, except for Notes 1, 11 and 19 as to which the date is September 22, 2026.

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of the date of this report, the Company is owned as to (i) 15,918,303 Class A ordinary shares and 1,000,000 Class B ordinary shares by Hintech Solutions Limited; (ii) 5,242,437 Class A ordinary shares and 800,000 Class B ordinary shares by Dixon Dynamics Company Limited;

and (iii) 3,700,840, 1,950,005, 926,640, 401,544, 180,695, 116,602, 92,664 and 70,270 Class A ordinary shares by Elytron Innovations Limited, Cipher Fortune Development Limited, Daily Smile Limited, Chen Jackson Jadyn, Supreme Mind Limited, Ngan Chun Wai William, Mak Tsz Wa and Chen Wei, respectively.

of the date of this report, the reorganization of the Company has not been completed and the Company plans to complete the reorganization before the effectiveness of the Registration Statement by executing the following steps.

Upon the execution of share surrender

Subsequent to the re-designation, the Company is owned as to 8,627,052, 2,841,181, 2,005,700, 1,056,821, 502,200, 217,620, 97,929, 63,193, 50,220, 38,083 Ordinary Shares of par value of US$0.000025 each to Hintech Solutions Limited, Dixon Dynamics Company Limited, Elytron Innovations Limited, Cipher Fortune Development Limited, Daily Smile Limited, Chen Jackson Jadyn, Supreme Mind Limited, Ngan Chun Wai William, Mak Tsz Wa and Chen Wei, respectively.

March 19, 2026, Blueberry, Tenmoku, Billion, Comet, Ace, Chestnut, Feldspar and Hintech entered into sale and purchase agreements whereby Blueberry, Tenmoku, Billion, Comet, Ace, Chestnut, Feldspar transferred all their respective shares in the Company to Hintech.

July 13, 2026, FF (NA) was incorporated under the laws of the State of Nevada, as one of our subsidiaries. The sole shareholder of FF (NA) is FFA, which holds 5,000 shares of FF (NA). FF (NA) currently does not have any business activities. The Company intends set up a representative office in the U.S. through FF (NA) after the Offering.

Solutions Limited August 29, 2026, (i) Hintech proposed to surrender 7,291,251 7,291,250 Class A ordinary shares and 1,000,000 Class B ordinary shares; (ii) Dixon Dynamics Company Limited proposed to surrender 2,401,256 Class A ordinary shares and 800,000 Class B ordinary shares; and (iii) Elytron, Innovations Limited, Cipher, Fortune Development Limited, Daily, Smile Limited, Mr. Chen Jackson Jadyn, Supreme, Mind Limited, Mr. Ngan, Chun Wai William, Mr. Mak Tsz Wa and Mr. Chen Wei proposed to surrender 1,695,140, 893,184, 424,440, 183,924, 82,766, 53,409, 42,444 and 32,187 Class A ordinary shares, respectively.

transactions, August 29, 2026, the Company will pass passed board resolutions and shareholder resolutions to re-classify and re-designate each issued and unissued Class A ordinary shares and Class B ordinary shares into Ordinary Shares of par value of US$0.000025, such that the authorized share capital of the Company shall become US$1,000,000 divided into 40,000,000,000 Ordinary Shares of US$0.000025 each. Subsequent to the re-designation, the Company is owned as to 8,627,053, 2,841,181, 2,005,700, 1,056,821, 502,200, 217,620, 97,929, 63,193, 50,220, 38,083 Ordinary Shares of par value of US$0.000025 each to Hintech, Dixon, Elytron, Cipher, Daily, Mr. Chen Jackson Jadyn, Supreme, Mr. Ngan, Mr. Mak and Mr. Chen Wei, respectively.

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As of the date of this report, the Company is

owned as to (i) 15,918,303 Class A ordinary shares and 1,000,000 Class B ordinary shares by Hintech Solutions Limited; (ii) 5,242,437 Class A ordinary shares and 800,000 Class B ordinary shares by Dixon Dynamics Company Limited; and (iii) 3,700,840, 1,950,005, 926,640, 401,544, 180,695, 116,602, 92,664 and 70,270 Class A ordinary shares by Elytron Innovations Limited, Cipher Fortune Development Limited, Daily Smile Limited, Chen Jackson Jadyn, Supreme Mind Limited, Ngan Chun Wai William, Mak Tsz Wa and Chen Wei, respectively..

As of the date of this report, the reorganization

of the Company has not been completed and the Company plans to complete the reorganization before the effectiveness of the Registration Statement by executing the following steps.

(i) Hintech Solutions Limited proposed to surrender 7,291,251 Class A ordinary shares and 1,000,000 Class B ordinary shares;

Upon the execution of these surrender

Subsequent to the re-designation, the Company is owned as to 8,627,052, 2,841,181, 2,005,700, 1,056,821, 502,200, 217,620, 97,929, 63,193, 50,220, 38,083 Ordinary Shares of par value of US$0.000025 each to Hintech Solutions Limited, Dixon Dynamics Company Limited, Elytron Innovations Limited, Cipher Fortune Development Limited, Daily Smile Limited, Chen Jackson Jadyn, Supreme Mind Limited, Ngan Chun Wai William, Mak Tsz Wa and Chen Wei, respectively.

March 19, 2026, Blueberry, Tenmoku, Billion, Comet, Ace, Chestnut, Feldspar and Hintech entered into sale and purchase agreements whereby Blueberry, Tenmoku, Billion, Comet, Ace, Chestnut, Feldspar transferred all their respective shares in the Company to Hintech.

July 13, 2026, FF (NA) was incorporated under the laws of the State of Nevada, as one of our subsidiaries. The sole shareholder of FF (NA) is FFA, which holds 5,000 shares of FF (NA). FF (NA) currently does not have any business activities. The Company intends set up a representative office in the U.S. through FF (NA) after the Offering.

August 29, 2026, (i) Hintech proposed to surrender 7,291,250 Class A ordinary shares and 1,000,000 Class B ordinary shares; (ii) Dixon Dynamics Company Limited proposed to surrender 2,401,256 Class A ordinary shares and 800,000 Class B ordinary shares; and (iii) Elytron, Innovations Limited, Cipher, Fortune Development Limited, Daily, Smile Limited, Mr. Chen Jackson Jadyn, Supreme, Mind Limited, Mr. Ngan, Chun Wai William, Mr. Mak Tsz Wa and Mr. Chen Wei proposed to surrender 1,695,140, 893,184, 424,440, 183,924, 82,766, 53,409, 42,444 and 32,187 Class A ordinary shares, respectively.

transactions, August 29, 2026, the Company will pass passed board resolutions and shareholder resolutions to re-classify and re-designate each issued and unissued Class A ordinary shares and Class B ordinary shares into Ordinary Shares of par value of US$0.000025, such that the authorized share capital of the Company shall become US$1,000,000 divided into 40,000,000,000 Ordinary Shares of US$0.000025 each. Subsequent to the re-designation, the Company is owned as to 8,627,053, 2,841,181, 2,005,700, 1,056,821, 502,200, 217,620, 97,929, 63,193, 50,220, 38,083 Ordinary Shares of par value of US$0.000025 each to Hintech, Dixon, Elytron, Cipher, Daily, Mr. Chen Jackson Jadyn, Supreme, Mr. Ngan, Mr. Mak and Mr. Chen Wei, respectively.

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As of the date of this report, the

Company has not completed the Group Reorganization exercise.

The Group Reorganization as detailed

in Note 1 above, was completed on August 29, 2026.

Exhibits 3 changes

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Opinion of Conyers Dill & Pearman regarding the validity of securities being registered 5.2* Opinion of David Fong & Co. 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 8.2* Opinion of Guangdong Wesley Law Firm regarding certain PRC tax matters (included in Exhibit 5.3) 8.3* Opinion of Christopher & Lee Ong regarding certain Malaysian tax matters (included in Exhibit 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 2026 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 8.1) 23.2* Consent of David Fong & Co. (included in Exhibit 5.2) 23.3* Consent of Guangdong Wesley Law Firm 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) 97.1** 99.1* Compensation Recovery Policy of the Registrant 99.1** 99.2* Insider Trading Policy of the Registrant 99.2** 99.3* Whistleblower Policy of the Registrant 99.3** 99.4* Code of Ethics of the Registrant 99.4** 99.5* Audit Committee Charter of the Registrant 99.5** 99.6* Compensation Committee Charter of the Registrant 99.6** 99.7* Nomination Committee Charter of the Registrant 107** Filing Fee Table * Filed herewith ** Previously filed *** To be filed by amendment ^ 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 14, September 22, 2026.

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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 14, September 22, 2026.