Fitell Corp-A美股招股说明书(2025-11-07版)

$50,000,000 Aggregate Original Principal Amount of Series C Senior Secured Convertible NotesandClass A Ordinary Shares issuable upon the conversion of the Series C Senior Secured Convertible Notesand as Interest Shares We are offering to an institutional investor and other certain investors (the “Investors”) $50,000,000 in aggregate original principalamount of Series C senior secured convertible notes (the “Series C Notes”). The Series C Notes are being offered pursuant to aSecurities Purchase Agreement, dated November 6, 2025, we entered into with the Investors (the “Purchase Agreement”) and are beingoffered by this prospectus supplement and the accompanying base prospectus. This offering also relates to the offering of our class Aordinary shares, par value $0.0016 per share (the “Ordinary Shares”), issuable upon conversion of the Series C Notes (the sharesissuable upon conversion of the Series C Notes, the “Note Shares”) and as Interest Shares (as defined below). The Series C Notes bear interest at a rate of 6.0% per annum, payable in arrears on the first calendar day of each calendar month, inOrdinary Share (“Interest Shares”) so long as there has been no Equity Conditions Failure (as described in this prospectussupplement), or at the Company’s option for any interest payment (after notice to the holders of the Notes) in cash (“Cash Interest”) orin a combination of Cash Interest and Interest Shares. The Series C Notes mature on the second anniversary of their date of issuance(the “Maturity Date”), unless earlier repurchased, redeemed or converted. Upon the occurrence and during the continuance of an eventof default, the interest rate on the Series C Notes will increase to 13.0% per annum. In connection with the Purchase Agreement, we and each of our direct and indirect Australian subsidiaries (collectively, the“Subsidiary Guarantor”) entered into a Security and Pledge Agreement in favor of the Investors, as collateral agent. Our obligationsunder the Series C Notes will be secured by a first priority lien on substantially all our tangible and intangible assets (including CryptoCollateral), subject to the terms of an intercreditor agreement by and among the holders of the Series C Notes and Series A Notes (the“Intercreditor Agreement”) and excepting certain assets the holder has agreed to exclude from the collateral, subject to certainlimitations (the “Collateral”). The Series C Notes will rank pari passu with our existing and future Series A Notes (and any Series BNote hereafter issued) subject to the terms of the Intercreditor Agreement, which provides, among other things, that: (a) the holders ofthe Series A Notes shall have a first-priority lien (superior to the lien of the holders of the Series C Notes) with respect to certain assetspurchased using the net proceeds of the purchase price received for the Series A Notes and subject to the control of the collateral agentfor the holders of the Series A Notes; all proceeds of such Collateral shall be applied to the repayment in full of the obligationsevidenced by the Series A Notes prior to the application of such proceeds to the repayment of the obligations evidenced by the SeriesC Notes; (b) the holders of the Series C Notes shall have a first-priority lien (superior to the lien of the holders of the Series A Notes)with respect to certain assets purchased using the net proceeds of the purchase price received for the Series C Notes and subject to thecontrol of the collateral agent for the holders of the Series C Notes. See “Description of Series C Notes – Security and Pledge.” No public market currently exists for the Series C Notes, and we do not intend to apply to list the Series C Notes on any securitiesexchange or for quotation on any inter-dealer quotation system. Our Ordinary Shares are listed on Nasdaq under the symbol “FTEL”.The last reported sales price of our Ordinary Shares on November 5, 2025 was $2.22 per share. We are an “emerging growth company” and a “foreign private issuer” under applicable Securities and Exchange Commission rules,and will be subject to reduced public company reporting requirements for this prospectus supplement and future filings. See thesections entitled“Prospectus Supplement Summary—Implications of Being an Emerging Growth Company”and“ProspectusSupplement Summary—Implications of Our Foreign Private Issuers Status”for additional information. Investing in our Ordinary Shares involves risks. See the section entitled “Risk Factors” beginning on page S-7 of thisprospectus supplement, page 10 of the accompanying base prospectus and under similar headings in the documents weincorporate by reference into this prospectus supplement and the accompanying base prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus supplement and the accompanying prospectus. Anyrepresentation to th