Fitness Fanatics files F-1/A for IPO

Cover page 3 changes

filed with the U.S. Securities and Exchange Commission on September 22, November 3, 2026.

26 unchanged paragraphs

TO COMPLETION, DATED [*], NOVEMBER 3, 2026

69 unchanged paragraphs

beginning on page 131. 134.

16 unchanged paragraphs

Forward-looking statements 1 change

118 unchanged paragraphs

Tenmoku Limited, a company incorporated in the BVI with limited liability, which is wholly-owned by Ms. Yip Ka Ki Cherry, an Independent means the period commencing from January 1, 2024 to December 31, 2025. June 30, 2026.

6 unchanged paragraphs

Prospectus summary 2 changes

2 unchanged paragraphs

are a leading sports nutrition distributor/seller in Hong Kong that distributes/sells sports nutrition products in Hong Kong, the Mainland China and Malaysia. Over the years, our Group has penetrated and established a presence across a diverse range of channels, including gymnasiums and fitness centers, or gyms, supermarkets, convenience stores, membership stores, specialty stores, e-commerce platforms and online marketplaces. As of December 31, 2025, June 30, 2026, our Group has over 1,500 points of sale (" POS "), in Hong Kong, Mainland China and Malaysia. In addition to product sales, we provide marketing services to sports nutrition brand owners and other distributors, utilizing our extensive omni-channel sales network.

19 unchanged paragraphs

the six months ended June 30, 2026 and fiscal years ended December 31, 2025 and 2024, no transfers, were made from the Company to its Operating Subsidiaries or vice versa or between the Operating Subsidiaries, or to the Company's investors. If we decide to pay dividends on any of our Ordinary Shares, as a holding company, we will depend on the receipt of funds from our Operating Subsidiaries through dividend payments. We are permitted under the laws of the Cayman Islands and BVI to provide funding to our Operating Subsidiaries through loans and/or capital contributions without restriction on the amount of the funds loaned or contributed.

86 unchanged paragraphs

Risk factors 32 changes

3 unchanged paragraphs

the six months ended June 30, 2026 and the fiscal years ended December 31, 2025 and 2024, we relied heavily on our largest supplier, which is one of the world's largest sports nutrition companies, for the supply of our sports nutrition products. In 2024, we have signed an exclusive distribution agreement agreements with our largest supplier, in 2024, which was renewed in 2026 and covers cover the exclusive distribution rights for three of their sports nutrition brands in Hong Kong For the fiscal year ended December 31, 2025, we have also entered into a one-year and non-exclusive distribution agreements with them, authorizing us to distribute rights for one of their sports nutrition brands in Mainland China. The distribution agreements were renewed in 2025 and 2026. Our Group's revenue generated from the sale of sports nutrition products supplied by our largest supplier amounted to approximately US$10.6 million, US$15.3 million and US$14.1 million, accounted for approximately 72.0%, 71.3% and 72.3% of our revenue during the six months ended June 30, 2026 and fiscal years ended December 31, 2025 and 2024, respectively. Apart from being our key supplier of sports nutrition products, our largest supplier has also been providing us with marketing support and keeping us abreast of the latest industry trends and market statistics, which has facilitated us to stay in the forefront of the distribution of sports nutrition products in Hong Kong and to expand our market share in Mainland China and Malaysia. For the fiscal year ended December 31, 2025 and 2024, the exclusive distribution rights granted to us for three of their sports nutrition brands in Hong Kong also give us control over pricing and distribution, which will help to reduce competition and protect our market share. Should there be any disruption in the supply of sports nutrition products from our largest supplier or should our largest supplier terminate its three distribution agreements with us, we may be able to source its products indirectly from other distributors, but our costs of sourcing its products indirectly may be higher than sourcing directly from our largest supplier and we may be unable to get the same level of service and marketing support from our largest supplier. While we may seek to source alternative sports nutrition products from other suppliers, there is no assurance that such alternative products will be comparable or superior in terms of price, quality, market acceptance and trading terms. Any such disruption or failure to secure equivalent supply would materially and adversely affect our operations, profitability and financial performance.

For the six months ended June 30, 2026 and fiscal year ended December 31, 2025 and 2024, the exclusive distribution rights granted to us for three of their sports nutrition brands in Hong Kong also give us control over pricing and distribution, which will help to reduce competition and protect our market share. Should there be any disruption in the supply of sports nutrition products from our largest supplier or should our largest supplier terminate its three distribution agreements with us, we may be able to source its products indirectly from other distributors, but our costs of sourcing its products indirectly may be higher than sourcing directly from our largest supplier and we may be unable to get the same level of service and marketing support from our largest supplier. While we may seek to source alternative sports nutrition products from other suppliers, there is no assurance that such alternative products will be comparable or superior in terms of price, quality, market acceptance and trading terms. Any such disruption or failure to secure equivalent supply would materially and adversely affect our operations, profitability and financial performance.

have signed distribution agreements with our largest supplier for a one-year term, which are not automatically renew renewed but generally re-negotiated and renewable on an annual basis. Disagreements over business plans, sales and/or purchase targets and marketing activities may arise. Consequently, there is no assurance that we can maintain a long-term business relationship with them or that the distribution agreements will be renewed on terms or prices as favorable as the current ones. In any case, these distribution agreements may be terminated or not renewed for reasons beyond our control, such as a change in our largest supplier's business strategies or an acquisition of the supplier by a third party. Any termination or non-renewal of these distribution agreements, or any material, adverse modification to their existing trade terms, would have a significant negative impact on our sales and operating income. In the event of such a termination, there can be no assurance that we would be able to secure a replacement supplier capable of providing products of comparable quality, brand recognition, or market acceptance on commercially viable terms. The loss of a major supplier, coupled with the potential inability to mitigate the impact through alternative sourcing, could severely impair our business operations, destabilize our financial condition, and materially harm our results of operations. Furthermore, as only one of our agreements with our largest supplier is exclusive, they are not restricted from appointing additional distributors for the same products in territories covered by our non-exclusive agreements. We may therefore face increased competition from other distributors appointed by our largest supplier, potentially leading to price pressure and reduced order volumes from our customers. Our revenue may fall as a result, and our business, financial condition and results of operations may be materially and adversely affected.

We may therefore face increased competition from other distributors appointed by our largest supplier, potentially leading to price pressure and reduced order volumes from our customers. Our revenue may fall as a result, and our business, financial condition and results of operations may be materially and adversely affected.

1 unchanged paragraph

distribution and sales of sports nutrition products accounted for approximately 94.6% and 93.5% of our revenue in the fiscal years ended December 31, 2025 and 2024, respectively. Our business relies on consumer demand for the sports nutrition products we offer, which depends substantially on factors such as (i) consumer preferences and tastes; (ii) consumer spending patterns; (iii) consumer income; (iv) consumer perceptions of and confidence in our product quality; and (v) consumers' awareness and pursuit of a healthy and natural lifestyle. Driven by increasing health awareness, the surge in sports participation and fitness activities as well as the general rise in disposable income, the demands for healthy, functional and natural sports nutrition products, particularly protein powder and healthy/functional low-calorie and low-sugar ready-to-eat snacks and packaged drinks, have been growing continuously. Changes in any of the above factors at any time could result in a decline in consumer demand for the sports nutrition products we offer. Our business development will depend partly on our ability to (a) accurately anticipate changes in market demand and consumer preferences;

distribution and sales of sports nutrition products accounted for approximately 93.2%, 94.6% and 93.5% of our revenue in the six months ended June 30, 2026 and the fiscal years ended December 31, 2025 and 2024, respectively. Our business relies on consumer demand for the sports nutrition products we offer, which depends substantially on factors such as (i) consumer preferences and tastes;

(ii) consumer spending patterns; (iii) consumer income; (iv) consumer perceptions of and confidence in our product quality; and (v) consumers' awareness and pursuit of a healthy and natural lifestyle. Driven by increasing health awareness, the surge in sports participation and fitness activities as well as the general rise in disposable income, the demands for healthy, functional and natural sports nutrition products, particularly protein powder and healthy/functional low-calorie and low-sugar ready-to-eat snacks and packaged drinks, have been growing continuously. Changes in any of the above factors at any time could result in a decline in consumer demand for the sports nutrition products we offer. Our business development will depend partly on our ability to (a) accurately anticipate changes in market demand and consumer preferences; (b) introduce new popular products in a timely manner; (c) differentiate the quality of our products from those of our competitors; and (d) develop appropriate and effective marketing and sales strategies to promote our products. If we fail to anticipate or respond to changes in customer preferences or fail to bring products to market in a timely manner to satisfy customers' evolving demands, our market share and our sales and profitability could be adversely affected. Failure to adapt to evolving consumer preferences or a failure to bring products to market quickly may result in lower sales, increased inventory turnover days, and higher promotional expenses, all of which could exert downward pressure on our pricing and margins, thereby adversely affecting our financial condition.

13 unchanged paragraphs

During the fiscal years ended December 31, 2025

During the six months ended June 30, 2026 and

the fiscal years ended December 31, 2025 and 2024, all the sports nutrition products we distributed/sold were sourced directly by third-party brand owners or via their distributors. Apart from our two largest suppliers, we have not entered into formal distribution or sub-distribution agreements with our remaining third-party brand owners or their distributors. There is no assurance that these suppliers will be able to provide products in a timely manner, or that they will not increase prices, or reduce or cease supply altogether. Price increases by these suppliers could result from various factors beyond our control, such as rising raw material costs, wage inflation, supply chain volatility, or changes in transportation costs and regulatory requirements. If we are unable to maintain a stable supply of products to meet customer demand, we risk losing existing customers, which would materially and adversely affect our business, financial condition and results of operations.

3 unchanged paragraphs

6.8%, 5.4% and 6.5% of our revenue for the six months ended June 30, 2026 and the fiscal years ended December 31, 2025 and 2024, respectively. These services are typically delivered on a case-by-case basis and are not governed by long-term contracts. There is no guarantee that clients will continue to engage us after the contract period ends, as their decisions may hinge on factors beyond our control, such as shifting priorities, budget constraints, or a preference for competitors' offerings. Additionally, our ability to scale these services or maintain competitive pricing could be challenged by increasing market competition or rising operational costs. A decline in recurring engagements or a failure to secure new clients could lead to significant fluctuations or a reduction in our marketing services revenue.

A decline in recurring engagements or a failure to secure new clients could lead to significant fluctuations or a reduction in our marketing services revenue. Such a decrease could lower our overall revenue and profitability, thereby materially and adversely affecting our financial condition and results of operations.

24 unchanged paragraphs

our sports nutrition products to end-consumers. During the six months ended June 30, 2026 and the fiscal years ended December 31, 2025 and 2024, the sale of sports nutrition products through wholesalers and retailers amounted to approximately US$10.5 million, US$14.2 million and US$11.4 million, representing approximately 71.3%, 66.1% and 58.6% of our revenue, respectively. As of December 31, 2025, June 30, 2026, we distributed products to over 130 wholesalers and retailers in Hong Kong, and Mainland China, while in Malaysia, we were focused on direct-to-consumer sales, with plans to expand into wholesale and retail channels in 2026. 2027. The wholesalers and retailers we engaged ranged from owners of brick-and-mortar retail chains and online stores that have regional operations, large wholesalers, gyms, retailers to entrepreneurs. As of December 31, 2025, June 30, 2026, our products were available at over 1,300 points of sale in Hong Kong and Mainland China.

6 unchanged paragraphs

As of December 31, 2025, we distributed products

As of June 30, 2026, we distributed products

19 unchanged paragraphs

Also, third parties may claim that our business operations infringe on their intellectual property rights. These claims may harm our reputation, cost us money to defend, distract the attention of our management and prevent us from offering some services. Confidential intellectual property is increasingly stored or carried on mobile devices, such as laptop computers, which increases the risk of inadvertent disclosure where the mobile devices are lost or stolen and if the information has not been adequately safeguarded or encrypted. This also makes it easier for someone with access to our systems, or someone who gains unauthorized access, to steal information and use it to our disadvantage. Advances in technology, which permit increasingly large amounts of information to be stored on mobile devices or on third-party "cloud" servers, may exacerbate these risks.

operate our own online stores for selling and distributing sports nutrition products in Hong Kong, and Mainland China under the name "Nutritionus" and its Chinese name "營人家族". As of December 31, 2025, June 30, 2026, we have registered three trademarks in Hong Kong and four in Mainland China to protect the brand name of our online stores. Our online business depends, in part, on our ability to identify and protect proprietary information and other intellectual property such as our customer lists and information, platform data and operational processes. We rely on a combination of trade secrets, confidentiality policies, non-disclosure and other contractual arrangements and trademark laws to protect our intellectual property rights. However, we may not adequately protect these rights, and their disclosure to, or use by, third parties may harm our competitive position. Our inability to detect unauthorized use of, or to take appropriate or timely steps to enforce, our intellectual property rights may harm our business. Also, third parties may claim that our business operations infringe on their intellectual property rights. These claims may harm our reputation, cost us money to defend, distract the attention of our management and prevent us from offering some services. Confidential intellectual property is increasingly stored or carried on mobile devices, such as laptop computers, which increases the risk of inadvertent disclosure where the mobile devices are lost or stolen and if the information has not been adequately safeguarded or encrypted. This also makes it easier for someone with access to our systems, or someone who gains unauthorized access, to steal information and use it to our disadvantage.

Advances in technology, which permit increasingly large amounts of information to be stored on mobile devices or on third-party "cloud" servers, may exacerbate these risks.

1 unchanged paragraph

of December 31, 2025, June 30, 2026, we had one self-operated warehouse in Hong Kong and we also utilized the services of six five third-party warehouses, with one in Hong Kong, four three in Mainland China and one in Malaysia. In the event there is any unexpected material disruption at or in the vicinity of these warehouses resulting from the occurrence of any force majeure events, such as fire, storms and floods, which are beyond our control, it may cause substantial damage or destruction to our warehousing premises and/or our stocks. We cannot guarantee that any precautionary measures implemented at our warehousing premises, such as fire safety facilities and CCTV surveillance systems, will be effective in minimizing such risks of business disruptions and potential loss and damages. There is no assurance that we will be able to take adequate steps to mitigate the potential impact of such disruptions effectively. Additionally, if any third-party warehouse operator goes into liquidation, there is no assurance we will be able to recover our inventory. The occurrence of any of such force majeure incidents in the future may cause partial or total loss of our stocks, and result in material damage or destruction to our warehousing facilities. Our operations may be severely impaired or even put to a halt, which may lead to a material adverse impact on our results of operations.

We cannot guarantee that any precautionary measures implemented at our warehousing premises, such as fire safety facilities and CCTV surveillance systems, will be effective in minimizing such risks of business disruptions and potential loss and damages. There is no assurance that we will be able to take adequate steps to mitigate the potential impact of such disruptions effectively. Additionally, if any third-party warehouse operator goes into liquidation, there is no assurance we will be able to recover our inventory. The occurrence of any of such force majeure incidents in the future may cause partial or total loss of our stocks, and result in material damage or destruction to our warehousing facilities. Our operations may be severely impaired or even put to a halt, which may lead to a material adverse impact on our results of operations.

5 unchanged paragraphs

Group has operations in Hong Kong, Mainland China and Malaysia and our major suppliers are based in the United States and Europe. As such, we are exposed to foreign currency risk as we traded in various foreign currencies, including the U.S. dollar, Euro, Pound Sterling, HK dollars, CNY, MYR and MOP during the six months ended June 30, 2026 and the fiscal years ended December 31, 2025 and 2024.

6 unchanged paragraphs

the six months ended June 30, 2026 and the fiscal years ended December 31, 2025 and 2024, we distribute/sell sports nutrition products in Hong Kong, Mainland China and Malaysia. As a result, we are subject to extensive local food safety laws and regulations in these markets which set out standards with respect to food and food additives, packaging, containers and labelling. Any failure to comply with local food safety laws and regulations may subject us and/or our management to fines, penalties, suspension of operations and/or loss of licenses, etc. These may have a material adverse impact on our business, results of operations and financial condition.

8 unchanged paragraphs

may be exposed to fraud, bribery or other misconduct committed by our employees, customers or other third parties, such as offering/receiving kickbacks, which could subject us to financial losses and penalties from governmental authorities. While we are not aware of any instances of fraud, bribery, or other misconduct involving our employees, customers or third parties that have had a material and adverse impact on our business and results of operations during the six months ended June 30, 2026 and the fiscal years ended December 31, 2025 and 2024, there is no assurance that such instances will not occur in the future. Although our internal control procedures are designed to monitor our operations and ensure overall compliance, our internal control procedures may be unable to identify all non-compliances, suspicious transactions, fraud, corruption or bribery in a timely manner. Any such misconduct committed against our interests, which may include past acts that have gone undetected or future acts, could subject us to financial losses and we will suffer from negative publicity and reputational damages, which in turn may materially and adversely affect our business, financial condition, results of operations and prospects.

28 unchanged paragraphs

on banking facilities and risks of non-renewal or rising interest rates of December 31, 2025, June 30, 2026, 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 reduction, suspension, or termination of these facilities. Additionally, rising interest rates may increase the cost of borrowing, and we cannot guarantee that we will be able to secure renewals or new facilities on terms similar to those currently in place. Higher interest rates or less favorable conditions could significantly elevate our financing costs, reducing our profitability and straining our cash reserves. We cannot guarantee that alternative financing will be available on comparable terms, or in a timely manner, if our existing banking relationships are disrupted or become costlier. Furthermore, any unexpected actions by our banks, such as calling in loans or imposing stricter covenants, which may be beyond our control, could further strain our liquidity and hinder our ability to operate effectively. There is no assurance that we will be able to mitigate the impact of such disruptions or secure sufficient funding to sustain our operations. The loss or limitation of these banking facilities, combined with the potential impact of rising interest rates, may severely impair our ability to conduct business, fulfill customer orders, or meet financial commitments, which may lead to a material adverse impact on our results of operations.

4 unchanged paragraphs

the six months ended June 30, 2026 and the fiscal years ended December 31, 2025 and 2024, our major assets and business operations were located in Hong Kong, Mainland China and Malaysia and all of our revenue was derived from Hong Kong, Mainland China, Macau and Malaysia.

the fiscal years ended December 31, 2025 and 2024, our major assets and business operations were located in Hong Kong, Mainland China and Malaysia and all of our revenue was derived from Hong Kong, Mainland China, Macau and Malaysia. Therefore, our business, results of operations, financial condition and business prospects are significantly exposed to the social, economic, political and legal developments primarily in Hong Kong, China, Macau and Malaysia, especially in Hong Kong where we derived approximately 55.0%, 64.8% and 65.5% of our total revenue during the six months ended June 30, 2026 and the fiscal years ended December 31, 2025 and 2024, respectively. Uncertainties in these areas include, but are not limited to, the risks of war, regional conflicts, terrorism, extremism, nationalism, nullification of contracts, changes in interest rates, imposition of capital controls, foreign ownership restrictions and international sanctions, changes in government policies and introduction of new rules or regulations concerning our industry (such as food safety laws), as well as methods of taxation (such as tariffs, value-added tax and consumption tax). In particular, events with adverse impact on investors' confidence and risk appetites as well as consumers' disposable income, such as general deterioration of the economy, rising unemployment rate, declines in income or asset values, credit constraint, financial market volatility, government austerity programs, negative financial news, mass civil disobedience movements (such as strikes and industrial actions), deterioration of political relations or tightening of foreign investment may lead to a reduction in the investment/development in retail businesses and consumer spending, which in turn, will affect our business, results of operations, financial condition and business prospects. We anticipate that Hong Kong, Mainland China and Malaysia will continue to be the bases of our business operations or sources of our revenue in the near future. As open economies, the domestic economies of Hong Kong, Mainland China and Malaysia are affected by many other unpredictable factors, such as global economic, social, legal and political developments and changes in local and international economic and political situations. There is no assurance that any future changes in the existing government policies, economic, social and political conditions and the business environment in Hong Kong, Mainland China and Malaysia, some of which are beyond our control (such as natural disasters, pandemics/epidemics like the outbreak of COVID-19, severe acute respiratory syndrome, the H5N1 strain of avian influenza and the H1N1 strain of swine flu, acts of God and other disasters), will not have a negative effect on our business operations. Specifically, our business and results of operations could be materially and adversely affected by changes in laws and regulations concerning the sports nutrition industry, foreign investment, taxation and ownership and expropriation of property, as well as health and food safety matters, in Hong Kong, Mainland China and Malaysia.

1 unchanged paragraph

have three operating subsidiaries in Mainland China and we have 12 staff based in Mainland China as of December 31, 2025.

have three operating subsidiaries in Mainland China and we have 12 staff based in Mainland China as of June 30, 2026. Mainland China is our second largest market where we derived approximately 43.8%, 34.0% and 33.7% of our total revenue during the six months ended June 30, 2026 and the fiscal years ended December 31, 2025 and 2024, respectively. As such, our business and results of operations may indirectly be adversely affected by changes in political, economic and social conditions or the relevant policies of the PRC government, such as changes in laws and regulations (or the interpretations thereof), measures which might be introduced to control inflation, changes in the rate or method of taxation, the imposition of additional restrictions on currency conversion and the imposition of additional export restrictions. Furthermore, a significant portion of economic activities in the PRC are export-driven and, therefore, are affected by developments in the economies of the principal trading partners of Mainland China and other export-driven economies. In the past, the PRC government has implemented a number of measures to prevent the economy in China from overheating and their current policy is to boost domestic spending. Many of the economic reforms undertaken by the PRC government are unprecedented and may be subject to change, revision or abolition. The economic structure, government policy, legal system, tax regime, level of development, growth rate and control of foreign exchange in China may change from time to time. There can be no assurance that in all cases, we will be able to capitalize on the economic reform measures implemented by the PRC government. We can also offer no assurance that the PRC government will continue to pursue a policy of economic and social reform. The policies and other measures taken by the PRC government to regulate the economy and social condition in Mainland China may adversely affect our operating and financial results.

In the past, the PRC government has implemented a number of measures to prevent the economy in China from overheating and their current policy is to boost domestic spending. Many of the economic reforms undertaken by the PRC government are unprecedented and may be subject to change, revision or abolition. The economic structure, government policy, legal system, tax regime, level of development, growth rate and control of foreign exchange in China may change from time to time. There can be no assurance that in all cases, we will be able to capitalize on the economic reform measures implemented by the PRC government. We can also offer no assurance that the PRC government will continue to pursue a policy of economic and social reform. The policies and other measures taken by the PRC government to regulate the economy and social condition in Mainland China may adversely affect our operating and financial results.

10 unchanged paragraphs

the six months ended June 30, 2026 and the fiscal years ended December 31, 2025 and 2024, our major markets were in Hong Kong and Mainland China and we imported the vast majority of our sports nutrition products from suppliers in the United States and Europe.

The fiscal years ended December 31, 2025 and 2024, our major markets were in Hong Kong and Mainland China and we imported the vast majority of our sports nutrition products from suppliers in the United States and Europe. The trade tension between China and the United States began in 2018, with both countries imposing tariffs on each other's goods and this tension has spread to Europe and other western countries. Changes to trade policies, treaties and tariffs, or the perception that these changes could occur, could adversely affect the financial and economic conditions in the markets in which we operate. However, we cannot accurately predict whether trade tensions between China and other countries will be further intensified in the future. Furthermore, we cannot assure you that we will be able to respond quickly to any economic, market regulatory changes in the international market, and any failure to do so may cause an adverse effect on our business, financial condition and results of operations.

71 unchanged paragraphs

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$[3.54] US$3.50 per Ordinary Share, representing the difference between our net tangible book value per Ordinary Share of US$[1.46] US$1.50 as of December 31, 2025, June 30, 2026, 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.

46 unchanged paragraphs

Capitalization 5 changes

following table sets forth our capitalization as of December 31, 2025: June 30, 2026:

4 unchanged paragraphs

forma As adjusted, assuming no exercise of over-allotment option (US$) Cash and cash equivalents 1,295,360 31,701,525 1,454,115 31,860,280 Debt 9,136,430 9,136,430 10,137,321 10,137,321 Shareholders' Equity:

1 unchanged paragraph

number of our Ordinary Shares to be outstanding after this Offering is based on [15,500,000] Ordinary Shares outstanding as of December 31, 2025.

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 34,801,538 34,801,537 Accumulated other comprehensive income 47,868 47,868 15,607 15,607 Accumulated losses (1,031,370 (112,103 ) (1,031,370 (112,103 ) Total Shareholders' Equity 3,412,433 33,818,599 4,299,439 34,705,604 Total Capitalization 12,548,863 42,955,029 14,436,760 44,842,925 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.

number of our Ordinary Shares to be outstanding after this Offering is based on 15,500,000 Ordinary Shares outstanding as of June (1) 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.

1 unchanged paragraph

Dividend policy 1 change

dividends were declared and paid by the companies comprising our Group for the years ended December 31, 2025 and 2024 and for the six months ended June 30, 2026.

4 unchanged paragraphs

Dilution 28 changes

1 unchanged paragraph

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$5.00 per Ordinary Share (being the mid-point of the offer price range set out on the cover of this prospectus), after deducting underwriting discounts and non-accountable expense allowance, commissions and estimated Offering expenses payable by the Company, the pro forma as adjusted net tangible book value as of December 31, 2025 June 30, 2026 would have been approximately US$[32,937,764] US$33,767,488 or US$[1.46] US$1.50 per Ordinary Share. This represents an immediate increase in pro forma as adjusted net tangible book value of US$[1.30] US$1.28 per Ordinary Share to our existing stockholders and an immediate dilution of US$[3.54] US$3.50 per Ordinary Share to new investors purchasing Ordinary Shares in this Offering.

2 unchanged paragraphs

Historical net tangible book value per Ordinary Share as of December 31, 2025 0.16 June 30, 2026 0.22 Increase in as adjusted net tangible book value per Ordinary Share attributable to the investors in this Offering 1.30 1.28 Pro forma net tangible book value per Ordinary Share after giving effect to this Offering 1.46 1.50 Dilution per Ordinary Share to new investors participating in this Offering (1) Being the mid-point of the offer price range.

1 unchanged paragraph

following selected consolidated and combined financial data for the fiscal six months ended June 30, 2026 and 2025, and the financial years ended December 31, 2025 and 2024 have been derived from our consolidated and combined financial statements. The selected financial data set forth below should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated and combined financial statements and notes thereto included elsewhere in this prospectus. Our consolidated and combined financial statements are prepared and presented in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP). Our historical results do not necessarily indicate results expected for any future period.

Our consolidated and combined financial statements are prepared and presented in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP). Our historical results do not necessarily indicate results expected for any future period.

The following table presents our summary unaudited

consolidated and combined statements of operations and comprehensive income data for the six months ended June 30, 2026 and 2025.

Summary of Consolidated and Combined Statements of Operations:

Sales and marketing expenses

Personnel and benefit costs

General and administrative expenses

Total operating expenses

Income from operations

Total other expenses, net

Income before income taxes

Other comprehensive loss:

Foreign currency translation adjustment

COMPREHENSIVE INCOME

14 unchanged paragraphs

following table presents our summary consolidated and combined balance sheet data as of June 30, 2026 and December 31, 2025 and 2024.

6 unchanged paragraphs

The following tables presents our summary

following tables presents our summary consolidated and combined statements of cash flows data for the six months ended June 30, 2026 and 2025 and fiscal years year ended December 31, 2025 and 2024.

Summary of Consolidated and Combined Statements of Cash Flows:

Net cash (used in) provided by operating activities

Net cash used in investing activities

Net cash provided by (used in) financing activities

Foreign currency translation adjustment

Net change in cash and cash equivalents:

Cash and cash equivalents at the beginning of the period

Cash and cash equivalents at the end of the period

9 unchanged paragraphs

MD&A 152 changes

7 unchanged paragraphs

These services help enhance brand visibility and deepen our relationships with suppliers.

Since our Group's founding in 2016, we have evolved from a small local distributor into a regional player in the sports nutrition industry. As of December 31, 2025, June 30, 2026, we sold and distributed across more than 1,500 points of sale through diverse sales channels, including gyms, supermarkets, membership and specialty stores, as well as e-commerce platforms and online marketplaces.

product portfolio includes over 300 SKUs sourced from more than 30 brands, mainly imported from the United States and Europe. These products span protein powders, ready-to-eat functional snacks and drinks, health supplements, and special diet offerings. For the fiscal years ended December 31, 2025 and 2024, six months ended June 30, 2026, sales of sports nutrition products contributed over 90%, 94.6% and 93.2%, respectively of our total revenue, with protein powder being our best-selling category.

addition to product sales, we offer marketing services to sports nutrition brand owners and other distributors, leveraging our omni-channel sales network, which contributed 5.4% 6.8% and 6.5% 5.4% of our total revenue for the fiscal years ended December 31, 2025 and 2024, the six months ended June 30, 2026, respectively. These services help enhance brand visibility and deepen our relationships with suppliers.

the fiscal years ended December 31, 2025 and 2024, the six months ended June 30, 2026, we sourced approximately over 90% of our products directly from brand owners, including exclusive distribution rights in Hong Kong for key brands from our largest supplier—one of the world's leading sports nutrition companies. Our strategic expansion into Southeast Asia began with Malaysia as our first post-pandemic market, aligning with increasing health awareness and demand for functional nutrition in the region.

10 unchanged paragraphs

Through our Operating Subsidiaries, we have experienced healthy business growth. For the fiscal years ended December 31, 2025, and 2024, our total revenue was approximately US$21.4 million and US$19.5 million, respectively. For the six months ended June 30, 2026 and 2025, our total revenue was approximately US$9.3 million and US$8.4 million, respectively.

9 unchanged paragraphs

ability to maintain strong relationships with existing customers and attract new clients is essential for sustained growth. In the B2B segment, we have developed strong relationships with retailers and distributors to provide us with stable revenue streams. However, intense market competition may lead to pricing pressures and reduced profit margins with these customers. In the B2C segment, customer loyalty, brand perception, and product innovation play a significant role in driving repeat purchases. A decline in consumer engagement or increased competition from new market entrants may negatively affect our revenue.

13 unchanged paragraphs

For the Six Months Ended June 30, 2026

The following table sets forth key components

of our unaudited results of operations for the six months ended June 30, 2026 and 2025:

Sales and marketing expenses

Personnel and benefit costs

General and administrative expenses

Total operating expenses

Income from continuing operations

Other (expense) income:

Change in fair value of long-term other assets

Total other expenses, net

Income before income taxes

The following table sets

forth our revenue by product/services for the six months ended June 30, 2026 and 2025, respectively:

The following table sets

forth our revenue by geographical area for the six months ended June 30, 2026 and 2025, respectively:

For the six months ended June 30, 2026, our

total revenue increased to US$14.7 million, compared to US$9.3 million from the previous period, representing a 58.0% growth. This increase was primarily driven by the expansion of our B2B distribution channels and advertising revenue generated from ad placements by brand owners and other distributors.

Breaking it down by segment, our B2B product

sales contributed US$10.5 million, representing a 81.5% increase as compared to the previous period. The increase was primarily driven by stronger sales with major retailers, including membership stores, supermarkets and convenience chain stores. On the other hand, our B2C product sales increased to US$3.2 million or approximately 9.6%. The increase was primarily due to sales growth via vending machines in China and other Asian regions following stronger consumer demand and the continued expansion of our offline point-of-sale network. In addition, marketing services revenue increased from US$0.6 million to US$1.0 million for the six months ending June 30, 2026, representing a 68.9% increase, as we secured additional advertisement orders following price promotion.

The majority of our revenue was generated

from Hong Kong, which accounted for US$8.1 million, representing a 21.2 % increase compared to the prior period. Revenue from Mainland China increased to US$6.4 million, reflecting a 153.9 % increase, primarily driven by higher sales with two internationally renowned membership stores. The revenue generated from other Asian regions was US$0.2 million, representing a 73.8 % growth mainly driven by increase in our offline point-of-sale network.

The following table sets forth our cost of

revenue by product/services segment for the six months ended June 30, 2026 and 2025, respectively.

Cost of Revenue - B2B

Cost of Revenue - B2C

Cost of Revenue - Marketing Services

Our cost of revenue primarily consists of

the purchase cost of sports nutrition products, inbound logistics costs, and other direct costs associated with marketing services revenue.

For the six months ended June 30, 2026, our cost of revenue rose by 67.4% increase primarily due to the increase in revenue, which drove higher demand for our products and correspondingly higher procurement and logistics expenses to support higher sales volume. Additionally, we recorded a higher cost of revenue due to increased marketing costs to support the expansion of our marketing services segment.

Gross Profit and Gross Margin

The following table sets

forth our gross profit margin by product/services segment for the six months ended June 30, 2026 and 2025, respectively.

Overall Gross Profit Margin

For the six months ended June 30, 2026, our

gross profit creased to US$4.1 million, compared to US$3.0 million from the previous period, representing a 37.7% increase. The increase was mainly driven by the increase in sales volume of our sports nutrition products. The overall gross profit margin declined from 31.8% for the six months ended June 30, 2025 to 27.8% for the six months ended June 30, 2026, primarily driven by higher contribution of B2B segment's product sales which had a lower pricing compared to B2C segment's product sales.

While the gross profit margin for both the

B2B and B2C segments' product sales increased compared to the prior period, marketing services segment recorded a decline in gross profit margin due to increased marketing costs to support the expansion.

Our operating expenses for the six months

ended June 30, 2026 and 2025, consist of the following:

Sales and marketing expenses

Personnel and benefit costs

General and administrative expenses

Total operating expenses for the six

months ended June 30, 2026 increased by 19.2% to US$2.9 million from US$2.4 million in the corresponding period of the prior year.

The increase was primarily attributable to higher sales and marketing expenses, as well as increased personnel and benefits costs, reflecting the continued business expansion, growing scale of operations, and investments to support future growth.

Sales and marketing expenses increased by

34.8% to US$1.5 million for the six months ended June 30, 2026, compared to US$1.1 million of the prior period. The increase was primarily driven by higher marketing and promotional expenditures aimed at enhancing brand visibility, expanding customer acquisition efforts, and supporting revenue growth.

Personnel and benefits costs increased by

16.6% to US$0.8 million for the six months ended June 30, 2026, compared to US$0.7 million in the corresponding period of the prior year.

The increase was primarily due to a greater emphasis on sales and marketing activities in support of product revenue growth and business expansion, together with continued investment in employee compensation and benefits to support our long-term growth objectives.

Other income and expense primarily include

interest income, interest expenses, change in fair value of long-term other assets and net other income and expenses.

Interest expenses mainly comprised interest

expense on bank borrowings. The interest expenses increased by US$46,644 or 30.1%, from US$155,188 for the six months ended June 30, 2025 to US$201,832 for the six months ended June 30, 2026, primarily driven by increase in bank borrowings.

Change in fair value of long-term other assets

represents the change in fair value of certain long-term assets, relating to life insurance policies to our director, which are subject to periodic fair value adjustments.

Income tax expense increased to US$74,811

for the six months ended June 30, 2026, compared to US$26,726 for the corresponding period in 2025. The increase was generally consistent with the growth in income before income tax and reflects the higher level of taxable earnings generated during the period.

As a result of the factors discussed above,

we reported an increase in net income from US$0.4 million for the six months ended June 30, 2025 to US$0.9 million for the six months ended June 30, 2026. The increase in net income was primarily attributable to the increase in product sales.

Liquidity and Capital Resources

We have financed our operations primarily through cash flows from operations and bank borrowings.

As of June 30, 2026 we had cash and cash equivalents

of approximately US$1.5 million. Our total current assets were approximately US$14.0 million, while our current liabilities were approximately US$11.6 million. Comparatively, as of December 31, 2025, our current assets were US$11.9 million, and our current liabilities were US$10.5 million. Our current ratio improved from 1.13 as at December 31, 2025 to 1.20 as at June 30, 2026, reflecting a slight enhancement in liquidity.

While we continue to maintain a leveraged

capital structure, with total bank borrowings of approximately US$10.1 million as of June 30, 2026, we have sufficient working capital and cash flows to support our ongoing operations and future growth initiatives.

Given our current cash and bank balances,

along with the funds generated from operating activities, we believe we have adequate resources to meet our working capital needs for the next 12 months from the date the unaudited condensed consolidated and combined financial statements are issued. However, our ability to meet liquidity and capital requirements remains subject to future economic conditions and external factors beyond our control.

We currently intend to retain all of our available

funds and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying any dividends in the foreseeable future. Any decision regarding our dividend policy will be made at the discretion of our board of directors, taking into account factors such as our financial condition, operating performance, capital requirements, contractual obligations, and overall business outlook, along with any restrictions imposed by future financing agreements.

We intend to use the net proceeds from this

Offering as follows:

17 unchanged paragraphs

12 unchanged paragraphs

13 unchanged paragraphs

13 unchanged paragraphs

14 unchanged paragraphs

2 unchanged paragraphs

9 unchanged paragraphs

2 unchanged paragraphs

2 unchanged paragraphs

24 unchanged paragraphs

1 unchanged paragraph

4 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

52 unchanged paragraphs

and 72 more changes in the filing

Management 106 changes

18 unchanged paragraphs

(up to October 25, 2024)

Chan Chun Ming Dickson

controlled by Mr. Ho Hin Shun

Rise Corporation Limited

controlled by Mr. Ho Hin Shun

Technologies Limited

controlled by Mr. Ho Hin Shun, common director

controlled by Mr. Ho Hin Shun, common director

Management Group Limited

controlled by Mr. Ho Hin Shun

controlled by Mr. Ho Hin Shun

family member of Mr. Ho Hin Shun

Interactive Asia Limited

under common control of Cipher's ultimate holding company

LNL Food Tech (Shenzhen) Limited

Entity controlled by Mr. Ho

Hin Shun as common director

Glory Top International Holdings Limited

Entity controlled by Mr. Ho

Hin Shun as common director

Lite n Lean Food International Limited

Entity controlled by Mr. Ho

Hin Shun as common director

Aitchs International Limited

Entity controlled by Mr. Ho

Hin Shun as common director

following is a list of related party balances as of the date of this prospectus, and December 31, 2025, 2024 and 2023 ( Expressed in United States Dollars ("US$")) :

As of the date of this

Amounts due to directors

forth below are related party transactions of our Company for the six months ended June 30, 2026 and the fiscal years ended December 31, 2025 and 2024, which are identified in accordance with the rules prescribed under Form F-1 and Form 20-F and may not be considered as related party transactions under Hong Kong law, PRC law or Malaysian law.

following is a list of related parties which our Company has transactions with during the six months ended June 30, 2026 and the fiscal years ended December 31, 2025 2024 and 2023 2024 and as of the date of this prospectus:

1 unchanged paragraph

Amounts due to directors

1 unchanged paragraph

Amounts due from related parties

Lukson Trading Limited

Amounts due from related parties

The Kiosk Group Limited

Amounts due from related parties

Lite n Lean Food International Limited

Amounts due from related parties

LNL Food Tech (Shenzhen) Limited

Amounts due from related parties

Entity controlled by Mr. Ho Hin Shun as common

Entity controlled by Mr. Ho Hin Shun as common

1 unchanged paragraph

Forever Rise Corporation Limited

Amounts due to related parties

Amounts due to related parties

balance mainly represents short-term and temporary advances in between the Company and related parties. The amount is non-trade in nature, unsecured, interest-free and repayable on demand.

(3) The balances mainly

represent payments made on behalf of related parties. These amounts are non-trade in nature, unsecured, non-interest bearing, and repayable on demand.

(5) The balance represents

service fee payable to a related company. The amount is unsecured, non-interest bearing, and repayable on demand.

(6) The balance represents

office rental payable to a related company. The amount is unsecured, non-interest bearing and repayable on demand.

(7) The balance represents

lease expenses of vending machines payable to a related company. The amount is unsecured, non-interest bearing and repayable on demand.

(8) The balance represents

Entity controlled by Mr. Ho Hin Shun as common

LNL Food Tech (Shenzhen) Limited

Entity controlled by Mr. Ho Hin Shun as common

Shen Zhen Qing Ben E-Commerce Limited

Entity controlled by Mr. Ho Hin Shun as common

Lite n Lean Foods International Limited

Entity controlled by Mr. Ho Hin Shun as common

Aitchs International Limited

Entity controlled by Mr. Ho Hin Shun as common

Immediate family member of Mr. Ho Hin Shun

following is a list of related party balances as of the date of this prospectus, and June 30, 2026, December 31, 2025 and 2024 ( Expressed in United States Dollars ("US$")) :

of the date of this prospectus

of December 31, 2025

of December 31, 2024

Chan Chun Ming Dickson

Zhen Qing Ben E-Commerce Limited

receivable, related party

Food Tech (Shenzhen) Limited

and prepayments, related parties

n Lean Foods International Limited

and prepayments, related parties

FT Technologies Limited

and prepayments, related parties

Technologies Limited

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

3 unchanged paragraphs

10 unchanged paragraphs

1 unchanged paragraph

149 unchanged paragraphs

12 unchanged paragraphs

93 unchanged paragraphs

and 26 more changes in the filing

Plan of distribution 642 changes

73 unchanged paragraphs

Unaudited Condensed Consolidated

and Combined Balance Sheets as of June 30, 2026 and December 31, 2025

Unaudited Condensed Consolidated

and Combined Statements of Operations and Comprehensive Income for the Six Months Ended June 30, 2026 and 2025 Unaudited Condensed Consolidated and Combined Statements of Changes in Shareholders' Equity for the Six Months Ended June 30, 2026 and 2025 Unaudited Condensed Consolidated and Combined Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025 Notes to the Unaudited Condensed Consolidated and Combined Financial Statements F-6 to F-32 Report of Independent Registered Public Accounting Firm (PCAOB ID: 3299) Consolidated and Combined Balance Sheets as of December 31, 2025 and 2024 Consolidated and Combined Statements of Operations and Comprehensive Income (Loss) for the Years Ended December 31, 2025 and 2024 Consolidated and Combined Statements of Changes in Shareholders' Equity for the Years Ended December 31, 2025 and 2024 and Combined Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 to Consolidated and Combined Financial Statements to F-37 F-68 F- 1 REPORT FITNESS FANATICS LIMITED AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED AND COMBINED BALANCE SHEETS AS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To: JUNE 30, 2026 AND DECEMBER 31, 2025 (Expressed in United States Dollars ("US$"), except for number of shares) As of June 2026 As of December 2025 (Unaudited) (Audited) ASSETS Current assets:

Cash and cash equivalents

Accounts receivable, net (including $15,240 from a related party as of June 30, 2026) 4,804,489 3,735,269 Deposit and p repayments, related parties 436,291 152,803 Deposit, prepayments and other receivables 1,225,947 1,003,039 Inventories, net 6,043,499 5,734,937 Income tax recoverable - 3,070 Total current assets 13,964,341 11,924,478 Non-current assets:

Plant and equipment, net

Right-of-use assets, net

Long-term other assets

Long-term prepayment

Deferred offering costs

Total non-current assets

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:

Accounts payable (including $19,536 to a related party as of June 30, 2026) $ 205,964 $ 390,992 Accrued liabilities and other payables 920,083 627,208 Amount due to a related party - 6,522 Amounts due to directors 262,850 193,851 Bank borrowings 10,137,321 9,136,430 Operating lease liabilities, current portion 39,702 157,436 Income tax payable 34,603 - Total current liabilities 11,600,523 10,512,439 Long-term liabilities:

Other long-term liabilities

Total long-term liabilities

Commitments and contingencies

Shareholders' equity:

Ordinary shares, 40,000,000,000 shares authorized, $0.000025 par value; 15,500,000 and 15,032,954 shares issued and outstanding as of June 30, 2026 and December 31, 2025 (231,165 ) (231,165 ) Additional paid-in capital 4,626,712 4,626,712 Accumulated other comprehensive income 15,60 7 47,868 Accumulated losses (112,103 ) (1,031,370 ) Total shareholders' equity 4,299,4 39 3,412,433 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 15,903,17 5 $ 13,928,108 * The share amounts are presented on a retroactive basis, giving effect to the completion of the Group Reorganization and Forward Stock Split (see Note 1).

See accompanying notes to the unaudited

condensed consolidated and combined financial statements.

FITNESS FANATICS LIMITED

UNAUDITED CONDENSED CONSOLIDATED AND COMBINED

OPERATIONS AND COMPREHENSIVE INCOME

FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND

(Expressed in United States Dollars ("US$"),

except for number of shares)

From related parties

Sales and marketing expenses

Personnel and benefit costs

General and administrative expenses

Total operating expenses

Income from operations

Other (expense) income:

Change in fair value of long-term other assets

Total other expenses, net

Income before income taxes

Other comprehensive loss:

Foreign currency translation adjustment

COMPREHENSIVE INCOME

Weighted average number of shares outstanding - Basic and Diluted*

Earning per share - Basic and Diluted

* The share amounts and per share data are

presented on a retroactive basis, giving effect to the completion of the Group Reorganization and Forward Stock Split (see Note 1).

See accompanying notes to the unaudited

condensed consolidated and combined financial statements.

FITNESS FANATICS LIMITED

UNAUDITED CONDENSED CONSOLIDATED AND COMBINED

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND

(Expressed in United States Dollars ("US$"),

except for number of shares)

Balance as of January 1, 2025

Foreign currency translation adjustment

Net income for the period

Balance as of June 30, 2025 (unaudited)

Balance as of January 1, 2026

Foreign currency translation adjustment

Net income for the period

Balance as of June 30, 2026 (unaudited)

* The share amounts are presented on a retroactive

basis, giving effect to the completion of the Group Reorganization and Forward Stock Split (see Note 1).

See accompanying notes to the unaudited

condensed consolidated and combined financial statements.

FITNESS FANATICS LIMITED

UNAUDITED CONDENSED CONSOLIDATED AND COMBINED

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND

(Expressed in United States Dollars ("US$"))

Cash flows from operating activities:

Adjustments to reconcile net income to net cash (used in) provided by operating activities:

Depreciation of plant and equipment

Non-cash lease expenses

Allowance for expected credit losses

Allowance for inventory obsolescence

Change in fair value of long-term other assets

Change in operating assets and liabilities:

Deposit, prepayments and other receivables

Deposit and prepayments, related parties

38 unchanged paragraphs

447 unchanged paragraphs

139 unchanged paragraphs

and 562 more changes in the filing

Exhibits 5 changes

1 unchanged paragraph

and restated Memorandum and Articles of Association of the Registrant

Form of Underwriters' Warrants

Amended and restated Memorandum and Articles of Association of the Registrant 4.1** Form of Underwriters' Warrants 5.1* 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, 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 10.6*^ English Translation of Supplier Agreement between Jian Ying (Shenzhen) Business Limited and its largest customer 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) 99.1** Compensation Recovery Policy of the Registrant 99.2* * Insider Trading Policy of the Registrant 99.3* * Whistleblower Policy of the Registrant 99.4** Code of Ethics of the Registrant 99.5* * Audit Committee Charter of the Registrant 99.6* * Compensation Committee Charter of the Registrant 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 September 22, November 3, 2026.

6 unchanged paragraphs

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 September 22, November 3, 2026.