Fitell Corp-A美股招股说明书(2025-11-28版)

Fitell Corporation Up to $6,898,515Class A Ordinary Shares This prospectus supplement amendment no.1 dated November 28, 2025, or this Amendment, amends and supplements the informationin our prospectus dated February 5, 2025 that forms a part of our registration statement on Form F-3 (File No. 333-284232) and ourprospectus supplement dated August 15, 2025, which together with this prospectus we refer to as the Original Prospectus. ThisAmendment, which is being filed as a result of changes in the extent to which we can utilize an existing at-the-market offeringagreement, should be read in conjunction with the Original Prospectus and is qualified in its entirety by reference to the OriginalProspectus, except to the extent that the information in this Amendment amends or supersedes the information contained in the The Original Prospectus related to the offer and sale from time to time of our class A ordinary shares, par value $0.0001 per share,having an aggregate offering price of up to $75,000,000, pursuant to the terms of an At The Market Offering Agreement, dated August15, 2025, or the ATM Agreement, that we entered into with Rodman & Renshaw LLC, or the Agent, as our sales agent thereunder. Asof the date of this Amendment, we have sold an aggregate of 364,164 of our class A ordinary shares (or 363,696 Class A ordinaryshares, par value $0.0016 per share, if retroactively adjusted to reflect the Share Consolidation (as defined below)) through the Agentunder the ATM Agreement having an aggregate gross proceeds of $1,272,284, leaving an available balance of $73,727,716 aggregate In additional, on September 23, 2025, we effected a 1-for-16 share consolidation, or the Share Consolidation, of our ordinary shares,par value of $0.0001 per share, with a post-Share Consolidation par value of $0.0016. As a result of the Share Consolidation, everysixteen (16) shares of the Company’s ordinary shares were automatically consolidated into one ordinary share. Our Class A ordinaryshares began trading on The Nasdaq Capital Market on a post-Share Consolidation basis at the open of business on September 23, On November 14, 2025, the date we filed our annual report on Form 20-F for the fiscal year ended June 30, 2025, the offer and sale ofour class A ordinary share under the Original Prospectus and our registration statement on Form F-3 (File No. 333-284232) of whichthe Original Prospectus forms a part, or the Registration Statement, became subject to the offering limits imposed by GeneralInstruction I.B.5 of Form F-3. At that time and as of the date of this Amendment, the aggregate market value of our ordinary sharesheld by non-affiliates pursuant to General Instruction I.B.5 of Form F-3 is $24,512,398, which was calculated based on 4,071,827outstanding ordinary shares held by non-affiliates and a price of $6.02 per share, the closing price of our Class A ordinary shares on We are filing this Amendment to reflect the maximum amount of Class A ordinary shares that we may offer and sell through the Agentunder the ATM Agreement while subject to the offering limitations under General Instruction I.B.5. of Form F-3. As a result of theseoffering limitations and the current public float of our Class A ordinary shares, and in accordance with the terms of the ATMAgreement, we may offer and sell Class A ordinary shares having an aggregate offering price of up to approximately $6,898,515(which is less than one-third of our public float to $24,512,398, less $1,272,284 we received from the sale of 363,696 Class A ordinaryshares within the prior twelve months pursuant to the Original Prospectus). If the public float of our Class A ordinary shares increaseafter the date of this Amendment such that we may sell additional amounts of our Class A ordinary shares through the Agent under the The sales of our Class A Ordinary Shares, if any, under this Amendment will be made by any method that is deemed to be an “at themarket offering” as defined in Rule 415(a)(4) under the Securities Act, including sales made directly on The Nasdaq Capital Market, Our Class A ordinary shares are listed on Nasdaq under the symbol “FTEL.” The last reported sales price of our Class A ordinaryshares on November 26, 2025 was $0.812 per share. Investing in our Ordinary Shares involves risks. See the section entitled “Risk Factors” in the Prospectus and the documentsincorporate by reference therein. Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon theadequacy or accuracy of this prospectus supplement and the accompanying prospectus. Any representation to the contrary is a Rodman & Renshaw LLC The date of this prospectus supplement amendment no.1 is November 28, 2025.