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| CIK | 1928581 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Fitell Corporation
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
| August 15, 2025 |
AT THE MARKET OFFERING AGREEMENT Exhibit 1.1 AT THE MARKET OFFERING AGREEMENT August 15, 2025 Rodman & Renshaw LLC 600 Lexington Avenue, 32nd Floor New York, NY 10022 Ladies and Gentlemen: Fitell Corporation, a Cayman Islands exempted company (the “Company”), confirms its agreement (this “Agreement”) with Rodman & Renshaw LLC (the “Manager”) as follows: 1. Definitions. The terms that follow, when used in this Agreement and any Te |
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| August 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2025 Commission File Number 001-41774 Fitell Corporation (Translation of registrant’s name into English) 23-25 Mangrove Lane Taren Point, NSW 2229 Australia (Address of principal executive |
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| August 15, 2025 |
Fitell Corporation Up to $75,000,000 Class A Ordinary Shares Filed Pursuant to Rule 424(b)(5) Registration No. 333-284232 PROSPECTUS SUPPLEMENT (To Prospectus dated February 5, 2025) Fitell Corporation Up to $75,000,000 Class A Ordinary Shares We have entered into an At The Market Offering Agreement, dated August 15, 2025 (the “ATM Agreement”), with Rodman & Renshaw LLC (the “Agent”), relating to the sale of our class A ordinary shares, par value $0.0001 pe |
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| July 16, 2025 |
Exhibit 1.1 Companies Act (Revised) Company Limited by Shares Fitell Corporation SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION (adopted by special resolutions dated 9 April 2025 with effect from 15 April 2025) www.verify.gov.ky File#: 389499 Companies Act (Revised) Company Limited by Shares Fitell Corporation SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION (adopted by sp |
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| July 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2025 Commission File Number 001-41774 Fitell Corporation (Translation of registrant’s name into English) 23-25 Mangrove Lane Taren Point, NSW 2229 Australia (Address of principal executive of |
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| July 16, 2025 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Exhibit 99.1 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our unaudited consolidated financial statements and the related notes for the six-months periods ended December 31, 2024 and 2023 and the audited consolidated financial state |
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| July 16, 2025 |
Exhibit 99.2 Fitell Corporation UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS For the Six Months Ended December 31, 2024 and 2023 FITELL CORPORATION FOR THE SIX MONTHS ENDED DECEMBER 31, 2024 AND 2023 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Consolidated Financial Statements Consolidated Balance Sheet at December 31, 2024 (Unaudited) and June 30, 2024 F-2 Consolidated Statement of Operations and C |
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| July 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K/A REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2025 Commission File Number 001-41774 Fitell Corporation (Translation of registrant’s name into English) 23-25 Mangrove Lane Taren Point, NSW 2229 Australia (Address of principal executive |
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| June 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2025 Commission File Number 001-41774 Fitell Corporation (Translation of registrant’s name into English) 23-25 Mangrove Lane Taren Point, NSW 2229 Australia (Address of principal executive of |
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| May 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2025 Commission File Number 001-41774 Fitell Corporation (Translation of registrant’s name into English) 23-25 Mangrove Lane Taren Point, NSW 2229 Australia (Address of principal executive off |
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| May 28, 2025 |
Fitell Corporation 44,621 Ordinary Shares Filed Pursuant to Rule 424(b)(5) Registration No. 333-284232 PROSPECTUS SUPPLEMENT (To Prospectus dated February 5, 2025) Fitell Corporation 44,621 Ordinary Shares Pursuant to this prospectus supplement and the accompanying prospectus and a side letter agreement, dated as of May 19, 2025 (the “Side Letter”), by and between the Company and Rodman & Renshaw LLC (“Placement Agent”), we are issuing an |
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| April 28, 2025 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Exhibit 99.1 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our unaudited consolidated financial statements and the related notes for the six-months periods ended December 31, 2024 and 2023 and the audited consolidated financial state |
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| April 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2025 Commission File Number 001-41774 Fitell Corporation (Translation of registrant’s name into English) 23-25 Mangrove Lane Taren Point, NSW 2229 Australia (Address of principal executive o |
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| April 28, 2025 |
Exhibit 99.2 Fitell Corporation UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS For the Six Months Ended December 31, 2024 and 2023 FITELL CORPORATION FOR THE SIX MONTHS ENDED DECEMBER 31, 2024 AND 2023 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Consolidated Financial Statements Consolidated Balance Sheet at December 31, 2024 (Unaudited) and June 30, 2024 F-2 Consolidated Statement of Operations and C |
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| April 10, 2025 |
Exhibit 99.1 Companies Act (Revised) Company Limited by Shares Fitell Corporation second AMENDED AND RESTATED memorandum AND ARTICLES of association (adopted by special resolutions dated 9 April 2025 with effect from 15 April 2025) Companies Act (Revised) Company Limited by Shares Fitell Corporation second AMENDED AND RESTATED memorandum of association (adopted by special resolutions dated 9 April |
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| April 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2025 Commission File Number 001-41774 Fitell Corporation (Translation of registrant’s name into English) 23-25 Mangrove Lane Taren Point, NSW 2229 Australia (Address of principal executive o |
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| April 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2025 Commission File Number 001-41774 Fitell Corporation (Translation of registrant’s name into English) 23-25 Mangrove Lane Taren Point, NSW 2229 Australia (Address of principal executive o |
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| April 3, 2025 |
Fitell Corporation Announces Receipt of Nasdaq Notification Regarding Minimum Bid Price Requirement Exhibit 99.1 Fitell Corporation Announces Receipt of Nasdaq Notification Regarding Minimum Bid Price Requirement TAREN POINT, Australia, April 3, 2025(GLOBE NEWSWIRE) — Fitell Corporation (Nasdaq: FTEL) (the “Company”), an online retailer of gym and fitness equipment in Australia, today announced that on April 2, 2025, it has received a letter (the “Notification Letter”) from the Listing Qualifica |
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| March 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2025 Commission File Number 001-41774 Fitell Corporation (Translation of registrant’s name into English) 23-25 Mangrove Lane Taren Point, NSW 2229 Australia (Address of principal executive o |
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| March 24, 2025 |
Fitell Corporation Registered Company No 389499 Notice of Extraordinary General Meeting Exhibit 99.1 Fitell Corporation Registered Company No 389499 Notice of Extraordinary General Meeting Notice is hereby given that the extraordinary general meeting (the Meeting) of Fitell Corporation, a Cayman Islands exempted company with limited liability (the Company) will be held at Level 17, Tower 2, Lumia International Building, No.181 YanjiangXi Rd, Guangzhou, People’s Republic of China on A |
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| February 10, 2025 |
ORDINARY SHARE PURCHASE WARRANT FITELL CORPORATION Exhibit 4.1 ORDINARY SHARE PURCHASE WARRANT FITELL CORPORATION Warrant Shares: Issue Date: , 2025 Initial Exercise Date: , 2025 THIS ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set for |
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| February 10, 2025 |
Exhibit 99.1 Fitell Corporation Announces Closing of Registered Direct Offering for up to $10.0 Million $4.0 million upfront with up to an additional $6.0 million of gross proceeds upon the exercise in full for cash of warrants TAREN POINT, Australia, February 10, 2025 (GLOBE NEWSWIRE) — Fitell Corporation (Nasdaq: FTEL) (“Fitell” or the “Company”), an online retailer of gym and fitness equipment |
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| February 10, 2025 |
Exhibit 1.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 6, 2025, between Fitell Corporation, a Cayman Islands exempted company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and con |
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| February 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2025 Commission File Number 001-41774 Fitell Corporation (Translation of registrant’s name into English) 23-25 Mangrove Lane Taren Point, NSW 2229 Australia (Address of principal executiv |
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| February 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2025 Commission File Number 001-41774 Fitell Corporation (Translation of registrant’s name into English) 23-25 Mangrove Lane Taren Point, NSW 2229 Australia (Address of principal executiv |
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| February 10, 2025 |
Filed Pursuant to Rule 424(b)(5) Registration No. 333-284232 PROSPECTUS SUPPLEMENT (To Prospectus dated February 5, 2025) Fitell Corporation 796,813 Ordinary Shares Investor Warrants to Purchase Up to 1,195,220 Ordinary Shares Placement Agent Warrants to Purchase Up to 55,777 Ordinary Shares 1,250,997 Ordinary Shares Issuable Upon Exercise of the Warrants Offered Hereby We are offering (i) 796,813 |
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| February 10, 2025 |
AMENDMENT TO SECURITIES PURCHASE AGREEMENT Exhibit 1.2 AMENDMENT TO SECURITIES PURCHASE AGREEMENT THIS AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”), is dated as of February 9, 2025, by and between Fitell Corporation, a Cayman Islands exempted company (the “Company”), and the investor identified on the signature page hereto (including its successors and assigns, the “Investor”). WHEREAS, the Company and the Investor are par |
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| February 10, 2025 |
PLACEMENT AGENT ORDINARY SHARE PURCHASE WARRANT FITELL CORPORATION Exhibit 4.2 PLACEMENT AGENT ORDINARY SHARE PURCHASE WARRANT FITELL CORPORATION Warrant Shares: Issue Date: February 10, 2025 Initial Exercise Date: February 10, 2025 THIS PLACEMENT AGENT ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinaft |
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| February 10, 2025 |
Exhibit 99.1 Fitell Corporation Announces Updated Registered Direct Offering for up to $10.0 Million $4.0 million upfront with up to an additional $6.0 million of gross proceeds upon the exercise in full for cash of warrants TAREN POINT, Australia, February 10, 2025 (GLOBE NEWSWIRE) - Fitell Corporation (Nasdaq: FTEL) (“Fitell” or the “Company”), an online retailer of gym and fitness equipment in |
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| February 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2025 Commission File Number 001-41774 Fitell Corporation (Translation of registrant’s name into English) 23-25 Mangrove Lane Taren Point, NSW 2229 Australia (Address of principal executiv |
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| February 7, 2025 |
Fitell Corporation Announces $10.0 Million Registered Direct Offering Exhibit 99.1 Fitell Corporation Announces $10.0 Million Registered Direct Offering TAREN POINT, Australia, February 7, 2025 (GLOBE NEWSWIRE) — Fitell Corporation (Nasdaq: FTEL) (“Fitell” or the “Company”), an online retailer of gym and fitness equipment in Australia, today announced that it has entered into a definitive agreement with an institutional investor for the issuance and sale in a regist |
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| January 10, 2025 |
Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Fitell Corporation (Exact name of registrant as specified in its charter) Cayman Islands Not Applicable (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) 2 23-25 Mangrove Lane Taren Point, |
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| January 10, 2025 |
Exhibit 4.5 FITELL CORPORATION, Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 20 Debt Securities Table Of Contents Page article 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 article 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities 4 Section 2.02 Form of Securities and Trustee’s Certificate 6 Section |
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| January 10, 2025 |
Exhibit 107 Calculation of Filing Fee Tables F-3 (Form Type) FITELL CORPORATION (Exact Name of Registrant as Specified in its Charter) (Translation of Registrant’s Name into English) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee(2) Fees to be paid Equity Ordinary Shares, $0. |
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| November 15, 2024 |
Exhibit 12.2 Certification of the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Jamarson Kong, certify that 6. I have reviewed this annual report on Form 20-F of Fitell Corporation; 7. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light |
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| November 15, 2024 |
Insider Trading Compliance Manual Fitell Corporation Adopted [●], 2024 Exhibit 11.2 Insider Trading Compliance Manual Fitell Corporation Adopted [●], 2024 In order to take on an active role in the prevention of insider trading violations by its officers, directors, employees, consultants, advisors, and other related individuals, the Board of Directors (the “Board”) of Fitell Corporation, an exempted company organized under the laws of the Cayman Islands (the “Company |
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| November 15, 2024 |
Exhibit 13.1 Certification by the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report of Fitell Corporation (the “Company”) on Form 20-F for the fiscal year ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Yinying Lu, Chief Executive Officer of the Company, certify, |
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| November 15, 2024 |
Fitell Corporation Incentive Compensation Recovery Policy Exhibit 97.1 Fitell Corporation Incentive Compensation Recovery Policy Effective Date: November 30, 2023 1. Purpose. The purpose of the Fitell Corporation Incentive Compensation Recovery Policy (this “Policy”) is to provide for the recovery of certain Incentive-Based Compensation in the event of an Accounting Restatement. This Policy is intended to comply with, and to be administered and interpret |
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| November 15, 2024 |
Exhibit 13.2 Certification by the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report of Fitell Corporation (the “Company”) on Form 20-F for the fiscal year ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jamarson Kong, Chief Financial Officer of the Company, certi |
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| November 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (Mark One) FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OFTHE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUALREPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE A |
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| November 15, 2024 |
Exhibit 12.1 Certification of the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Yinying Lu, certify that 1. I have reviewed this annual report on Form 20-F of Fitell Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of |
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| October 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☒ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period |
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| September 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2024 Commission File Number 001-41774 Fitell Corporation (Translation of registrant’s name into English) 23-25 Mangrove Lane Taren Point, NSW 2229 Australia (Address of principal executi |
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| September 13, 2024 |
3001 N. Rocky Point Dr. East, Suite 200 ● Tampa, Florida 33607 ● 813.367.3527 Exhibit 99.1 September 13, 2024 Office of the Chief Accountant Securities and Exchange Commission 100F Street, NE Washington, D.C. 20549 Dear Sir/Madam: We have read the statements made by Fitell Corporation, which were provided to us and which we understand will be filed with the Commission in a Report of Foreign Private Issuer on Form 6-K, regarding the change in its certifying accountant. We ag |
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| April 2, 2024 |
As filed with the Securities and Exchange Commission on April 2, 2024 As filed with the Securities and Exchange Commission on April 2, 2024 Registration Statement No. |
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| April 2, 2024 |
Calculation of Filing Fee Table Form F-1 FITELL CORPORATION Table 1: Newly Registered Securities Exhibit 107 Calculation of Filing Fee Table Form F-1 FITELL CORPORATION Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered Proposed Maximum Offering Price per Share Maximum Aggregate Offering Price(1)(2) Fee Rate Amount of Registration Fee Equity Ordinary Shares, $0. |
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| March 5, 2024 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Exhibit 99.1 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our unaudited consolidated financial statements and the related notes for the six-month periods ended December 31, 2023 and 2022 and the audited consolidated financial statem |
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| March 5, 2024 |
Exhibit 99.2 Fitell Corporation UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS For the Six Months Ended December 31, 2023 and 2022 FITELL CORPORATION FOR THE SIX MONTHS ENDED DECEMBER 31, 2023 AND 2022 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Consolidated Financial Statements Consolidated Balance Sheet at December 31, 2023 (Unaudited) and June 30, 2023 F-3 Consolidated Statement of Operations and C |
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| March 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2024 Commission File Number 001-41774 Fitell Corporation (Translation of registrant’s name into English) 23-25 Mangrove Lane Taren Point, NSW 2229 Australia (Address of principal executive o |
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| March 5, 2024 |
FITELL CORPORATION CONSOLIDATED BALANCE SHEET Exhibit 99.3 Fitell Corporation Announces First Half-Year Financial Results Taren Point, New South Wales, Australia, March 5, 2023 — Fitell Corporation (Nasdaq: FTEL) (“Fitell” or the “Company”), an online retailer of gym and fitness equipment in Australia, today announced its half-year financial results for the six months ended December 31, 2023. Six-month Period ended December 31, 2023 Financial |
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| February 21, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form F-1 (Form Type) FITELL CORPORATION (Exact Name of Registrant as Specified in its Charter) (Translation of Registrant’s Name into English) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered Proposed Maximum Offering Price per Share(1) Proposed Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Equity Ordinary Shares, $0. |
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| February 21, 2024 |
As filed with the Securities and Exchange Commission on February 21, 2024 As filed with the Securities and Exchange Commission on February 21, 2024 Registration Statement No. |
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| January 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2024 Commission File Number 001-41774 Fitell Corporation (Translation of registrant’s name into English) 23-25 Mangrove Lane Taren Point, NSW 2229 Australia (Address of principal executive |
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| January 22, 2024 |
Exhibit 99.1 Fitell Corporation Announces Private Placement of US$3.6 Million of Senior Unsecured Convertible Notes TAREN POINT, Australia, Jan. 19, 2024 (GLOBE NEWSWIRE) — Fitell Corporation (Nasdaq: FTEL) (“Fitell” or the “Company”), an online retailer of gym and fitness equipment in Australia, announced that the Company entered into a securities purchase agreement (the “Purchase Agreement”) wit |
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| January 18, 2024 |
FITELL CORPORATION SENIOR UNSECURED CONVERTIBLE PROMISSORY NOTE Exhibit 4.1 THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION S |
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| January 18, 2024 |
WARRANT to Purchase Ordinary Shares of Fitell Corporation a Cayman Islands Exempted Company Exhibit 10.2 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS SUCH SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS IN ACCORDANCE WITH SUCH ACT AND APPLICABLE STATE SECURITIES LAWS. Warrant No. 1 No. o |
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| January 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2024 Commission File Number 001-41774 Fitell Corporation (Translation of registrant’s name into English) 23-25 Mangrove Lane Taren Point, NSW 2229 Australia (Address of principal executive |
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| January 18, 2024 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 15, 2024, by and among FITELL CORPORATION, a Cayman Islands exempted company (the “Company”), and the investors listed on the signature pages thereto (each an “Investor” and collectively, the “Investors”). RECITALS The Company desires to offer and sell to the Investors, and the Inve |
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| January 9, 2024 |
Exhibit 99.1 Appendix 4 Amended and Restated Memorandum and Articles of Association. Companies Act (Revised) Company Limited by Shares Fitell Corporation AMENDED AND RESTATED memorandum AND ARTICLES of association (adopted by special resolutions passed on [8 January 2024]) Companies Act (Revised) Company Limited by Shares Fitell Corporation AMENDED AND RESTATED memorandum of association (adopted b |
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| January 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2024. Commission File Number 001-41774 Fitell Corporation (Translation of registrant’s name into English) 23-25 Mangrove Lane Taren Point, NSW 2229 Australia (Address of principal executiv |
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| December 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2023. Commission File Number 001-41774 Fitell Corporation (Translation of registrant’s name into English) 23-25 Mangrove Lane Taren Point, NSW 2229 Australia (Address of principal executi |
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| December 18, 2023 |
Fitell Corporation Registered Company No 389499 (the Company) NOTICE OF EXTRAODINARY GENERAL MEETING Exhibit 99.1 Fitell Corporation Registered Company No 389499 (the Company) NOTICE OF EXTRAODINARY GENERAL MEETING Notice is hereby given that the extraordinary general meeting (the Meeting) of Fitell Corporation, a Cayman Islands exempted company with limited liability (the Company) will be held at 23-25 Mangrove Lane, Taren Point 2229, New South Wales, Australia on January 8, 2024 at local time 1 |
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| October 30, 2023 |
Exhibit 13.2 Certification by the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report of Fitell Corporation (the “Company”) on Form 20-F for the fiscal year ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jamarson Kong, Chief Financial Officer of the Company, certi |
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| October 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of October, 2023. Commission File Number 001-41774 Fitell Corporation (Translation of registrant’s name into English) 23-25 Mangrove Lane Taren Point, NSW 2229 Australia (Address of principal executi |
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| October 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OFTHE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUALREPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE A |
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| October 30, 2023 |
Exhibit 2.2 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”) As of June 30, 2023, Fitell Corporation (the “Company,” “we,” “us,” and “our”) had the following series of securities registered pursuant to Section 12(b) of the Exchange Act: Title of each class to be so registered Name of each exchange on which each class is to be r |
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| October 30, 2023 |
Exhibit 12.1 Certification of the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Yinying Lu, certify that: 1. I have reviewed this annual report on Form 20-F of Fitell Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light o |
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| October 30, 2023 |
FITELL CORPORATION Consolidated Balance Sheets at June 30, 2023 and 2022 Exhibit 99.1 Fitell Corporation Announces Fiscal 2023 Financial Results Taren Point, New South Wales, Australia, October 30, 2023 — Fitell Corporation (Nasdaq: FTEL) (“Fitell” or the “Company”), an online retailer of gym and fitness equipment in Australia, today announced its 2023 annual financial results for the fiscal year ended June 30, 2023. Fitell’s Chief Executive Officer, Yinying “Sam” Lu c |
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| October 30, 2023 |
Exhibit 13.1 Certification by the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report of Fitell Corporation (the “Company”) on Form 20-F for the fiscal year ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Yinying Lu, Chief Executive Officer of the Company, certify, |
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| October 30, 2023 |
Exhibit 12.2 Certification of the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Jamarson Kong, certify that: 1. I have reviewed this annual report on Form 20-F of Fitell Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in ligh |
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| October 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of October, 2023. Commission File Number 001-41774 Fitell Corporation (Translation of registrant’s name into English) 23-25 Mangrove Lane Taren Point, NSW 2229 Australia (Address of principal executi |
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| October 23, 2023 |
Fitell Corporation Announces New CEO to Drive Expansion in Australia and Asia Exhibit 99.1 Fitell Corporation Announces New CEO to Drive Expansion in Australia and Asia Taren Point, New South Wales, Australia, October 23, 2023 - Fitell Corporation (Nasdaq: FTEL) (“Fitell” or the “Company”), an online retailer of gym and fitness equipment in Australia, today announced that Fitell’s board of directors promoted general manager of GD Wellness Pty Ltd (“GD Wellness”), its sole o |
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| August 10, 2023 |
Fitell Corporation Announces Pricing of $15 Million Initial Public Offering Exhibit 99.1 Fitell Corporation Announces Pricing of $15 Million Initial Public Offering Taren Point, New South Wales, Australia, August 8, 2023 — Fitell Corporation (Nasdaq: FTEL) (“Fitell” or the “Company”), an online retailer of gym and fitness equipment in Australia, today announced the pricing of its initial public offering (the “Offering”) of 3,000,000 Ordinary Shares, par value US$0.0001 pe |
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| August 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2023 Commission File Number: 001-41774 FITELL CORPORATION 23-25 Mangrove Lane Taren Point, NSW 2229 Australia (Address of principal executive office) Indicate by check mark whether the r |
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| August 10, 2023 |
Exhibit 1.1 August 7, 2023 UNDERWRITING AGREEMENT Revere Securities, LLC 650 Fifth Avenue 35th Floor New York, NY 10019 R.F. Lafferty & Co., Inc. 40 Wall Street, 29th Floor New York, NY 10005 As Representatives of the several Underwriters named on Schedule 1 attached hereto Ladies and Gentlemen: The undersigned, Fitell Corporation a Cayman Islands exempted company (the “Company”), hereby confirms |
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| August 10, 2023 |
Fitell Corporation Announces Closing of $15 Million Initial Public Offering Exhibit 99.2 Fitell Corporation Announces Closing of $15 Million Initial Public Offering Taren Point, New South Wales, Australia, August 10, 2023 - Fitell Corporation (Nasdaq: FTEL) (“Fitell” or the “Company”), an online retailer of gym and fitness equipment in Australia, today announced the closing of its previously announced firm commitment initial public offering (the “Offering”) of 3,000,000 o |
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| August 10, 2023 |
Exhibit 4.1 Representatives’ Warrants THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING |
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| August 9, 2023 |
3,000,000 Ordinary Shares FITELL CORPORATION PROSPECTUS DATED AUGUST 7, 2023 Filed pursuant to Rule 424(b)(4) Registration No. 333-267778 3,000,000 Ordinary Shares FITELL CORPORATION This is an initial public offering of our ordinary shares, $0.0001 par value per share (“Ordinary Shares”). We are offering on a firm commitment basis 3,000,000 Ordinary Shares. The initial public offering price per Ordinary Share is $5.00. Prior to this offerin |
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| August 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 FITELL CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands Not applicable (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identificatio |
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| August 3, 2023 |
Fitell Corporation 23-25 Mangrove Lane Taren Point, NSW 2229 Fitell Corporation 23-25 Mangrove Lane Taren Point, NSW 2229 Australia August 3, 2023 Via EDGAR Division of Corporation Finance Office of Manufacturing U. |
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| August 3, 2023 |
* * * [Signature Page Follows] August 3, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N. |
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| July 26, 2023 |
July 26, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, DC 20549 Attn: Andi Carpenter Hugh West Thomas Jones Jay Ingram Re: Fitell Corporation Amendment No. 6 to Registration Statement on Form F-1 Filed July 12, 2023 File No. 333-267778 Dear Sir and Madam: On behalf of Fitell Corporation, a Cayman Island |
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| July 26, 2023 |
As filed with the Securities and Exchange Commission on July 26, 2023 As filed with the Securities and Exchange Commission on July 26, 2023 Registration Statement No. |
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| July 21, 2023 |
As filed with the Securities and Exchange Commission on July 21, 2023 As filed with the Securities and Exchange Commission on July 21, 2023 Registration Statement No. |
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| July 12, 2023 |
As filed with the Securities and Exchange Commission on July 12, 2023 As filed with the Securities and Exchange Commission on July 12, 2023 Registration Statement No. |
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| July 12, 2023 |
July 12, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, DC 20549 Attn: Andi Carpenter Hugh West Thomas Jones Jay Ingram Re: Fitell Corporation Amendment No. 5 to Registration Statement on Form F-1 Filed June 21, 2023 File No. 333-267778 Dear Sir and Madam: On behalf of Fitell Corporation, a Cayman Isla |
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| July 12, 2023 |
Fitell Corporation 23-25 Mangrove Lane Taren Point, NSW 2229 Australia Exhibit 99.8 Fitell Corporation 23-25 Mangrove Lane Taren Point, NSW 2229 Australia July 11, 2023 Via Edgar U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, DC 20549 Attn: Andi Carpenter Hugh West Thomas Jones Jay Ingram Re: Fitell Corporation Amendment No. 5 to Registration Statement on Form F-1 Filed June 21, 2023 Fil |
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| June 21, 2023 |
As filed with the Securities and Exchange Commission on June 21, 2023 As filed with the Securities and Exchange Commission on June 21, 2023 Registration Statement No. |
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| May 8, 2023 |
Exhibit 1.1 UNDERWRITING AGREEMENT [●], 2023 Revere Securities, LLC 650 Fifth Avenue 35th Floor New York, NY 10019 R.F. Lafferty & Co., Inc. 40 Wall Street, 19th Floor New York, NY 10005 As Representatives of the several Underwriters named on Schedule 1 attached hereto Ladies and Gentlemen: The undersigned, Fitell Corporation a Cayman Islands exempted company (the “Company”), hereby confirms its a |
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| May 8, 2023 |
As filed with the Securities and Exchange Commission on May 8, 2023 As filed with the Securities and Exchange Commission on May 8, 2023 Registration Statement No. |
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| May 8, 2023 |
Exhibit 107 Calculation of Filing Fee Tables F-1 (Form Type) FITELL CORPORATION (Exact Name of Registrant as Specified in its Charter) (Translation of Registrant’s Name into English) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees Previously Paid Equity Ordinary shares, par value $0. |
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| March 14, 2023 |
Representatives’ Warrants (included in Exhibit 1.1)** EX-1.1 2 ex1-1.htm Exhibit 1.1 UNDERWRITING AGREEMENT [●], 2023 Revere Securities, LLC 650 Fifth Avenue 35th Floor New York, NY 10019 R.F. Lafferty & Co., Inc. 40 Wall Street, 19th Floor New York, NY 10005 As Representatives of the several Underwriters named on Schedule 1 attached hereto Ladies and Gentlemen: The undersigned, Fitell Corporation, a Cayman Islands exempted company (the “Company”), a |
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| March 14, 2023 |
As filed with the Securities and Exchange Commission on March 14, 2023 F-1/A 1 formf-1a.htm As filed with the Securities and Exchange Commission on March 14, 2023 Registration Statement No. 333-267778 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FITELL CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 3949 Not Applicable (Stat |
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| December 19, 2022 |
Exhibit 107 Calculation of Filing Fee Tables F-1 (Form Type) FITELL CORPORATION (Exact Name of Registrant as Specified in its Charter) (Translation of Registrant’s Name into English) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees Previously Paid Equity Ordinary shares, par value $0. |
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| December 19, 2022 |
As filed with the Securities and Exchange Commission on December 19, 2022 F-1/A 1 formf-1a.htm As filed with the Securities and Exchange Commission on December 19, 2022 Registration Statement No. 333-267778 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FITELL CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 3949 Not Applicable (S |
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| December 19, 2022 |
December 19, 2022 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, DC 20549 Attn: Andi Carpenter, Staff Accountant Andrew Blume, Senior Accountant Thomas Jones, Staff Attorney Jay Ingram, Legal Branch Chief Re: Fitell Corporation Amendment No. 1 to Registration Statement on Form F-1 Filed November 29, 2022 File No. 333-2 |
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| November 29, 2022 |
Exhibit 107 Calculation of Filing Fee Tables F-1 (Form Type) FITELL CORPORATION (Exact Name of Registrant as Specified in its Charter) (Translation of Registrant?s Name into English) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid Equity Ordinary shares, par value $0. |
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| November 29, 2022 |
Specimen Certificate for Ordinary Shares* Exhibit 4.1 Share Certificate Number of certificate Number of shares FITELL CORPORATION COMPANY NUMBER: [NUMBER] THIS SHARE CERTIFICATE CERTIFIES THAT as of [Transfer date], [Name] of [Address] is the registered holder of [Number] fully paid ordinary share(s) of US$[value] par value per share in the above named Company which are held subject to, and transferable in accordance with, the memorandum |
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| November 29, 2022 |
Form of Indemnification Agreement between the registrant and its officers and directors* Exhibit 10.2 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of [ ], 2022, is by and between Fitell Corporation, a company incorporated under the laws of the Cayman Islands (the “Company”) and [ ] (the “Indemnitee”) and shall become effective on the closing date of the Company’s initial public offering (the “Effective Date”). RECITALS WHEREAS, Indemnitee is a |
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| November 29, 2022 |
Representative’s Warrants (included in Exhibit 1.1) Exhibit 1.1 UNDERWRITING AGREEMENT [●], 2022 Revere Securities, LLC 650 Fifth Avenue 35th Floor New York, NY 10019 As Representative of the several Underwriters named on Schedule 1 attached hereto Ladies and Gentlemen: The undersigned, Fitell Corporation, a Cayman Islands exempted company (the “Company”), and SKMA Capital and Investment Ltd., a company incorporated under the laws of the British Vi |
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| November 29, 2022 |
As filed with the Securities and Exchange Commission on November 29, 2022 As filed with the Securities and Exchange Commission on November 29, 2022 Registration Statement No. |
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| November 29, 2022 |
Form of Independent Director Agreement between the registrant and its independent directors* Exhibit 10.4 INDEPENDENT DIRECTOR AGREEMENT THIS INDEPENDENT DIRECTOR AGREEMENT (this “Agreement”), dated as of , 2022, is by and between Fitell Corporation, a company incorporated under the laws of the Cayman Islands (the “Company”), and , an individual (the “Director”) and shall become effective on the closing date of the Company’s initial public offering (the “Effective Date”). RECITALS WHEREAS |
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| November 29, 2022 |
Form of Director Agreement between the registrant and its directors* Exhibit 10.3 DIRECTOR AGREEMENT THIS DIRECTOR AGREEMENT (this “Agreement”), dated as of , 2022, is by and between Fitell Corporation, a company incorporated under the laws of the Cayman Islands (the “Company”), and , an individual (the “Director”). AGREEMENT 1. Appointment. The Director was appointed as director and chairman of the board on . This Agreement serves to regulate the employment relati |
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| November 29, 2022 |
Form of Employment Agreement between the registrant and its officers* Exhibit 10.5 EXECUTIVE OFFICER AGREEMENT THIS EXECUTIVE OFFICER AGREEMENT (this “Agreement”), dated as of , 2022, is by and between Fitell Corporation, a company incorporated under the laws of the Cayman Islands (the “Company”), and , an individual (the “Executive Officer”). AGREEMENT 1. Appointment. The Executive Officer was appointed as chief financial officer on [ ]. This Agreement serves to re |
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| October 7, 2022 |
Exhibit 107 Calculation of Filing Fee Tables F-1 (Form Type) FITELL CORPORATION (Exact Name of Registrant as Specified in its Charter) (Translation of Registrant’s Name into English) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee(2) Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Ordinary shares, par value $0. |
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| October 7, 2022 |
List of Subsidiaries of Fitell Corporation Exhibit 21.1 List of Subsidiaries of Fitell Corporation Name of Subsidiaries Jurisdiction KMAS Capital and Investment Pty Ltd (?KMAS?) Australia GD Wellness Ptd Ltd (wholly-owned by KMAS) Australia |
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| October 7, 2022 |
Exhibit 2.1 SHARE EXCHANGE AGREEMENT This Share Exchange Agreement (this Agreement) is made on 05 May 2022. BETWEEN 1 Fitell Corporation, an exempted company incorporated under the laws of the Cayman Islands with company number 389499 whose registered office is located at the office of Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands (the Cayman Holdc |
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| October 7, 2022 |
Exhibit 10.7 Form of Lock-up Agreement [], 2022 [Name] [Address 1] [Address 2] [City, State Zip] Re: Proposed Public Offering by Fitell Corporation Ladies and Gentlemen: The undersigned, a [director][officer][shareholder holding more than 5% shares of the total outstanding shares] of Fitell Corporation, a Cayman Islands company (the ?Company?) prior to the closing of Offering (as defined below) of |
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| October 7, 2022 |
Exhibit 10.1 UNSECURED LOAN AGREEMENT BETWEEN GD WELLNESS PTY LTD - ACN 115 411 704 (LENDER) AND ANSA GROUP LIMITED (BORROWER) UNSECURED LOAN AGREEMENT The date of this Loan Agreement is PARTIES: LENDER: GD WELLNESS PTY LTD - ACN 115 411 704 of 23-25 MANGROVE LANE, TAREN POINT, NSW 2229 BORROWER: Ansa Group Limited of Flat C, 3/F, Wo Fung Building, On Lok Tsuen, 2 Yip Wo Street, Fanling, New Terri |
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| October 7, 2022 |
Exhibit 99.2 CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF FITELL CORPORATION This Charter outlines the purpose, composition and responsibilities of the Audit Committee (the ?Committee?) of the Board of Directors (the ?Board?) of Fitell Corporation, a Cayman Islands corporation (the ?Company?). I. PURPOSE The Committee has been established to: (a) represent and assist the Board in it |
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| October 7, 2022 |
Exhibit 10.8 Licence Agreement GD Wellness Pty Ltd Js & Je Company Limited Contents 1 Definitions 1 2 Licence 3 3 Additional services 4 4 Fees and Payment 4 5 Term 5 6 Licensor?s obligations 5 7 Licensee?s acknowledgments 5 8 Licensee?s obligations 5 9 Policies 6 10 Inspection of Nominated Equipment 6 11 Product Liability 7 12 Proceedings and protection of rights 7 13 Termination and expiry 7 14 G |
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| October 7, 2022 |
As filed with the Securities and Exchange Commission on October 7, 2022 Registration Statement No. |
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| October 7, 2022 |
Exhibit 99.3 CHARTER OF THE NOMINATING AND GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS OF FITELL CORPORATION This Charter outlines the purpose, composition and responsibilities of the Nominating and Governance Committee (the ?Committee?) of the Board of Directors (the ?Board?) of Fitell Corporation, a Cayman Islands corporation (the ?Company?). I. PURPOSE The Committee is responsible for: (a) a |
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| October 7, 2022 |
Certificate of Registration of See Trading Co. Pty Ltd* Exhibit 3.2 |
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| October 7, 2022 |
October 7, 2022 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, DC 20549 Attn: Andi Carpenter, Staff Accountant Andrew Blume, Senior Accountant Thomas Jones, Staff Attorney Jay Ingram, Legal Branch Chief Re: Fitell Corporation Amendment No. 2 to Draft Registration Statement on Form F-1 Submitted September 16, 2022 CIK N |
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| October 7, 2022 |
Certificate of Registration of See Trading Co. Pty Ltd (name change to GD Wellness Pty Ltd)* Exhibit 3.3 |
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| October 7, 2022 |
Exhibit 10.6 Form: Licence: Licensee: Firm name: 07L 01-05-028 LEAP Legal Software Pty Limited Simpson Freed LEASE New South Wales Real Property Act 1900 Leave this space clear. Affix additional pages to the top left-hand corner. PRIVACY NOTE: Section 318 of the Real Property Act 1900 (RP Act) authorises the Registrar General to collect the information required by this form for the establishment a |
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| October 7, 2022 |
Exhibit 99.7 Consent to be Named as a Director Nominee In connection with the filing by Fitell Corporation of the Registration Statement on Form F-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Fitell Corporation |
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| October 7, 2022 |
Compensation Committee Charter* Exhibit 99.4 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF FITELL CORPORATION The Compensation Committee (the ?Committee?) of the Board of Directors (the ?Board?) of Fitell Corporation, a Cayman Islands corporation (the ?Company?), is responsible for the overall design, approval and implementation of the executive compensation plans, policies and programs for officers and othe |
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| October 7, 2022 |
Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by Fitell Corporation of the Registration Statement on Form F-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Fitell Corporation |
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| October 7, 2022 |
Code of Business Conduct and Ethics of the registrant* Exhibit 99.1 FITELL CORPORATION CODE OF BUSINESS CONDUCT AND ETHICS Fitell Corporation (the ?Company?) has adopted the following Code of Business Conduct and Ethics (this ?Code?) for directors, executive officers and employees of the Company. This Code is intended to focus the directors, executive officers and employees on areas of ethical risk, provide guidance to directors, executive officers an |
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| October 7, 2022 |
Certificate of Registration of KMAS Capital and Investment Pty Ltd* Exhibit 3.4 |
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| October 7, 2022 |
Memorandum and Articles of Association* EX-3.1 24 ex3-1.htm Exhibit 3.1 Dated 11 April 2022 Companies Act (Revised) Company Limited by Shares Fitell Corporation MEMORANDUM OF ASSOCIATION #VPF:FRQ38500# Auth Code: E57672052406 www.verify.gov.ky 1 Companies Act (Revised) Company Limited by Shares Memorandum of Association of Fitell Corporation 1 The name of the Company is Fitell Corporation. 2 The Company’s registered office will be situa |
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| October 7, 2022 |
Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Fitell Corporation of the Registration Statement on Form F-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Fitell Corporation |
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| September 16, 2022 |
As confidentially submitted to the Securities and Exchange Commission on September 16, 2022. |
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| September 16, 2022 |
EX-10.8 2 filename2.htm Exhibit 10.8 Licence Agreement GD Wellness Pty Ltd Js & Je Company Limited Contents 1 Definitions 1 2 Licence 3 3 Additional services 4 4 Fees and Payment 4 5 Term 5 6 Licensor’s obligations 5 7 Licensee’s acknowledgments 5 8 Licensee’s obligations 5 9 Policies 6 10 Inspection of Nominated Equipment 6 11 Product Liability 7 12 Proceedings and protection of rights 7 13 Termi |
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| September 16, 2022 |
September 16, 2022 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, DC 20549 Attn: Andi Carpenter, Staff Accountant Andrew Blume, Senior Accountant Thomas Jones, Staff Attorney Jay Ingram, Legal Branch Chief Re: Fitell Corporation Registration Statement on Form F-1 Submitted August 5, 2022 CIK No. 0001928581 Dear Sir and |
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| August 5, 2022 |
Exhibit 10.7 Form of Lock-up Agreement [], 2022 [Name] [Address 1] [Address 2] [City, State Zip] Re: Proposed Public Offering by Fitell Corporation Ladies and Gentlemen: The undersigned, a [director][officer][shareholder holding more than 5% shares of the total outstanding shares] of Fitell Corporation, a Cayman Islands company (the ?Company?) prior to the closing of Offering (as defined below) of |
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| August 5, 2022 |
Consent to be Named as a Director Nominee Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Fitell Corporation of the Registration Statement on Form F-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Fitell Corporation |
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| August 5, 2022 |
Exhibit 10.1 UNSECURED LOAN AGREEMENT BETWEEN GD WELLNESS PTY LTD - ACN 115 411 704 (LENDER) AND ANSA GROUP LIMITED (BORROWER) UNSECURED LOAN AGREEMENT The date of this Loan Agreement is PARTIES: LENDER: GD WELLNESS PTY LTD - ACN 115 411 704 of 23-25 MANGROVE LANE, TAREN POINT, NSW 2229 BORROWER: Ansa Group Limited of Flat C, 3/F, Wo Fung Building, On Lok Tsuen, 2 Yip Wo Street, Fanling, New Terri |
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| August 5, 2022 |
As confidentially submitted to the Securities and Exchange Commission on August 5, 2022. |
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| August 5, 2022 |
Consent to be Named as a Director Nominee Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by Fitell Corporation of the Registration Statement on Form F-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Fitell Corporation |
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| August 5, 2022 |
LEASE New South Wales Real Property Act 1900 EX-10.6 5 filename5.htm Exhibit 10.6 Form: Licence: Licensee: Firm name: 07L 01-05-028 LEAP Legal Software Pty Limited Simpson Freed LEASE New South Wales Real Property Act 1900 Leave this space clear. Affix additional pages to the top left-hand corner. PRIVACY NOTE: Section 318 of the Real Property Act 1900 (RP Act) authorises the Registrar General to collect the information required by this form |
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| August 5, 2022 |
Exhibit 3.1 Dated 11 April 2022 Companies Act (Revised) Company Limited by Shares Fitell Corporation MEMORANDUM OF ASSOCIATION #VPF:FRQ38500# Auth Code: E57672052406 www.verify.gov.ky 1 Companies Act (Revised) Company Limited by Shares Memorandum of Association of Fitell Corporation 1 The name of the Company is Fitell Corporation. 2 The Company?s registered office will be situated at the office of |
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| August 5, 2022 |
August 5, 2022 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, DC 20549 Attn: Andi Carpenter, Staff Accountant Andrew Blume, Senior Accountant Thomas Jones, Staff Attorney Jay Ingram, Legal Branch Chief Re: Fitell Corporation Draft Registration Statement on Form F-1 Submitted June 17, 2022 CIK No. 0001928581 Dear Sir an |
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| August 5, 2022 |
Consent to be Named as a Director Nominee Exhibit 99.7 Consent to be Named as a Director Nominee In connection with the filing by Fitell Corporation of the Registration Statement on Form F-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Fitell Corporation |
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| August 5, 2022 |
Exhibit 2.1 SHARE EXCHANGE AGREEMENT This Share Exchange Agreement (this Agreement) is made on 05 May 2022. BETWEEN 1 Fitell Corporation, an exempted company incorporated under the laws of the Cayman Islands with company number 389499 whose registered office is located at the office of Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands (the Cayman Holdc |
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| June 29, 2022 |
The Crone Law Group P.C. 500 Fifth Avenue, Suite 938 New York, NY 10110 Tel: 646.861.7891 June 29, 2022 VIA EDGAR Draft Registration Statement U.S. Securities and Exchange Commission 100 F. Street, N.E. Washington, DC 20549 Re: Fitell Corporation Registration Statement on Form F-1, Submitted Confidentially on June 17, 2022 File Number: 377-06231 Ladies and Gentlemen: On behalf of Fitell Corporatio |
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| June 17, 2022 |
EX-3.2 101 filename101.htm Exhibit 3.2 |
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| June 17, 2022 |
Exhibit 3.3 |
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| June 17, 2022 |
Exhibit 3.4 |
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| June 17, 2022 |
Exhibit 3.1 |
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| June 17, 2022 |
Exhibit 10.1 |
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| June 17, 2022 |
As confidentially submitted to the Securities and Exchange Commission on June 17, 2022. |
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| June 17, 2022 |
List of Subsidiaries of Fitell Corporation Exhibit 21.1 List of Subsidiaries of Fitell Corporation Name of Subsidiaries Jurisdiction KMAS Capital and Investment Pty Ltd (?KMAS?) Australia GD Wellness Ptd Ltd (wholly-owned by KMAS) Australia |
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| June 17, 2022 |
Exhibit 2.1 |
