F-1/A

As filed with the Securities and Exchange Commission on July 12, 2023

Registration Statement No. 333-267778

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 6 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
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

23-25 Mangrove Lane

Taren Point, NSW 2229

Australia

+612 95245266

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

(800) 221-0102

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a Copy to:

Mark E. Crone, Esq. Liang Shih, Esq. The Crone Law Group P.C. 420 Lexington Avenue, Suite 2446 New York, NY 10170 Tel: 646.861.7891 Michael J. Blankenship, Esq. Winston & Strawn LLP 800 Capitol Street, Suite 2400 Houston, TX 77002-2925 Tel: 713.651.2678

Approximate date of commencement of proposed sale to the public: Promptly after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

EXPLANATORY NOTE

Fitell Corporation is filing this Amendment No. 6 (“Amendment No. 6”) to the Registration Statement on Form F-1 (Registration No. 333-267778), originally filed on October 7, 2022 (the “Registration Statement”), as an exhibit-only filing solely to file Exhibit 99.8. Accordingly, this Amendment No. 6 consists only of the facing page, this explanatory note, Item 8 of Part II of the Registration Statement, the signature pages to the Registration Statement, and the exhibit being filed with this Amendment No. 6. The prospectus and the balance of Part II of the Registration Statement are unchanged and have been omitted.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 8. Exhibits and Financial Statement Schedules

Exhibits and Financial Statement Schedules

(a) Exhibits

See Exhibit Index beginning on page II-2 of this registration statement.

(b) Financial Statement Schedules

Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the Financial Statements or the Notes thereto.

II-1

EXHIBIT INDEX

Exhibit No.	Description
1.1	Form of Underwriting Agreement*
2.1	Share Exchange Agreement, dated as of May 5, 2022, by and among Fitell Corporation, KMAS Capital and Investment Pty Ltd, and SKMA Capital and Investment Ltd.*
3.1	Memorandum and Articles of Association*
3.2	Certificate of Registration of See Trading Co. Pty Ltd*
3.3	Certificate of Registration of See Trading Co. Pty Ltd (name change to GD Wellness Pty Ltd)*
3.4	Certificate of Registration of KMAS Capital and Investment Pty Ltd*
4.1	Specimen Certificate for Ordinary Shares*
4.2	Representatives’ Warrants (included in Exhibit 1.1)*
5.1	Opinion of Ogier regarding the validity of the Ordinary Shares being registered*
5.2	Opinion of The Crone Law Group P.C. regarding the enforceability of the Representatives’ Warrants*
10.1	Unsecured Loan Agreement, dated as of March 10, 2020, by and between GD Wellness Pty Ltd and Ansa Group Limited*
10.2	Form of Indemnification Agreement between the registrant and its officers and directors*
10.3	Form of Director Agreement between the registrant and its directors*
10.4	Form of Independent Director Agreement between the registrant and its independent directors*
10.5	Form of Employment Agreement between the registrant and its officers*
10.6	Lease Agreement*
10.7	Form of Lock-Up Agreement*
10.8	License Agreement, dated as of November 9, 2021, by and between GD Wellness Pty Ltd and Js & Je Company Limited*
21.1	Subsidiaries*
23.1	Consent of Accell Audit and Compliance, P.A.*
23.2	Consent of Ogier (included in Exhibit 5.1)*
23.3	Consent of The Crone Law Group P.C. (included in Exhibit 5.2)*
24.1	Power of Attorney*
99.1	Code of Business Conduct and Ethics of the registrant*
99.2	Audit Committee Charter*
99.3	Nominating Committee Charter*
99.4	Compensation Committee Charter*
99.5	Consent of Mr. Leighton*
99.6	Consent of Mr. Wu*
99.7	Consent of Mr. Ross*
99.8	Request for Waiver and Representation under Item 8.A.4 of Form 20-F**
107	Filing Fee Table*

* Previously filed.

** Filed herewith.

II-2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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 Taren Point, New South Wales, Australia, July 12, 2023.

Fitell Corporation
By:	/s/ Guy Adrian Robertson
Name:	Guy Adrian Robertson
Title:	Chief Executive Officer and Director
By:	/s/ Jamarson Kong
Name:	Jamarson Kong
Title:	Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Capacity	Date
/s/ Guy Adrian Robertson	Chief Executive Officer and Director	July 12, 2023
Guy Adrian Robertson	(principal executive officer)
/s/ Jamarson Kong	Chief Financial Officer (principal financial and accounting officer)	July 12, 2023
Jamarson Kong
/s/ *	Director	July 12, 2023
Jieting Zhao
/s/ *	Director	July 12, 2023
Yinying Lu

*By:	/s/ Guy Adrian Robertson
	Guy Adrian Robertson
	Attorney-in-Fact

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant 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, New York on July 12, 2023.

Authorized U.S. Representative
By:	/s/ Maggie Zhang
Name:	Maggie Zhang

II-3

EX-99.8

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
	File No. 333-267778
	Request for Waiver and Representation under Item 8.A.4 of Form 20-F

Dear Sir and Madam:

The undersigned, Fitell Corporation, a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), is submitting this letter to the Securities and Exchange Commission (the “Commission”) in connection with the Company’s registration statement on Form F-1, initially submitted on October 7, 2022 (the “Registration Statement”) relating to a proposed initial public offering and listing of the Company’s ordinary shares in the United States.

The Company has included in the Registration Statement its audited consolidated financial statements, prepared in accordance with accounting principles generally accepted in the United States, as of June 30, 2022 and 2021, and for each of the two fiscal years ended June 30, 2022 and 2021, and unaudited interim consolidated financial statements as of December 31, 2022, and for each of the six-month periods ended December 31, 2022 and 2021.

The Company respectfully requests that the Commission waive the requirement of Item 8.A.4 of Form 20-F, which states that in the case of a company’s initial public offering, the registration statement on Form F-1 must contain audited financial statements as of a date not older than 12 months at the time the document is filed and upon effectiveness of the registration statement (the “12-Month Requirement”). See also Division of Corporation Finance, Financial Reporting Manual, Section 6220.3.

The Company is submitting this waiver request pursuant to Instruction 2 to Item 8.A.4 of Form 20-F, which provides that the Commission will waive the 12-Month Requirement “in cases where the company is able to represent adequately to us that it is not required to comply with this requirement in any other jurisdiction outside the United States and that complying with this requirement is impracticable or involves undue hardship.” See also the 2004 release entitled International Reporting and Disclosure Issues in the Division of Corporation Finance (available on the Commission’s website at http://www.sec.gov/divisions/corpfin/internatl/cfirdissues1104.htm) by the staff of the Division of Corporation Finance of the Commission at Section III.B.c, in which the staff notes that:

“the instruction indicates that the staff will waive the 12-month requirement where it is not applicable in the registrant’s other filing jurisdictions and is impracticable or involves undue hardship. As a result, we expect that the vast majority of IPOs will be subject only to the 15-month rule. The only times that we anticipate audited financial statements will be filed under the 12-month rule are when the registrant must comply with the rule in another jurisdiction, or when those audited financial statements are otherwise readily available.”

In connection with this waiver request, the Company represents to the Commission that:

1.	The Company is not required by any jurisdiction outside the United States to prepare consolidated financial statements audited under any generally accepted auditing standards for any interim period.
2.	Full compliance with Item 8.A.4 of Form 20-F at present is impracticable and involves undue hardship for the Company.
3.	The Company does not anticipate that its audited financial statements for the fiscal year ended June 30, 2023 will be available until October 2023.
4.	In no event will the Company seek effectiveness of the Registration Statement if its audited financial statements are older than 15 months at the time of the Company’s initial public offering.

The Company will file this letter as an exhibit to the Registration Statement pursuant to Instruction 2 to Item 8.A.4 of Form 20-F.

Sincerely,

/s/ Guy Adrian Robertson

Guy Adrian Robertson

Chief Executive Officer and Director