GMEX 6-K/A
GMEX Robotics Corp (GMEX)
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 December 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 office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F ☒ Form 40-F ☐
EXPLANATORY NOTE
AMENDMENT RELATING TO FITELL CORPORATION’S INTERIM DIVIDEND
This Report of Foreign Private Issuer on Form 6-K/A or this Amendment being furnished by Fitell Corporation or the Company solely for the purpose of amending the Report of Foreign Private Issuer on Form 6-K previous furnished on December 2, 2025 (the “Original Report”) and December 23, 2025 (the “Subsequent Report”). This Amendment amends the Original Report and Exhibit 99.1 of the Original Report to amend the ex-dividend date of the Company’s interim dividend from December 29, 2025 to December 30, 2025 by including the revised press release attached as Exhibit 99.2 in this Amendment. No other change to the Original Report and the Subsequent Report is made by this Amendment.
Interim Dividend
As previously disclosed on December 2, 2025 and subsequently amended on December 4, 2025, the board of directors (the “Board”) of the Company declared an interim dividend of $0.10 per share (the “Interim Dividend”) for the Company’s ordinary shares, par value $0.0016 each. The Interim Dividend will be paid on January 13, 2026 to shareholders of record of ordinary share at the close of business on December 30, 2025. The ex-dividend date will be on December 30, 2025. This disclosure reflects the corrected ex-dividend date of December 30, 2025, as noted in the Company’s Form 6-K filed on December 4, 2025. No additional action is required by shareholders to receive the Interim Dividend; it will be automatically distributed to all shareholders of record.
Loyalty Payment
In additional to the Interim Dividend, the Board approved a one-time loyalty payment of up to an aggregate of US$0.15 per share out of the Company’s premium account (the “Loyalty Payments”). The Loyalty Payments will be paid in cash to those shareholders who move their shares into direct registration/book-entry with the Company’s transfer agent, VStock Transfer LLC on or prior to December 29, 2025 (the “Surrender Date”) and hold such shares continuously for the applicable periods set forth below.
| (i) | US<br>$0.05 per share for each share held continuously in direct registration for 30 full days<br>following the Surrender Date; |
|---|---|
| (ii) | an<br>additional US $0.05 per share for each share held continuously in direct registration for<br>60 full days following the Surrender Date; and |
| (iii) | an<br>additional US $0.05 per share for each share held continuously in direct registration for<br>90 full days following the Surrender Date. |
Issuance of Class B Restricted Ordinary Shares
On December 17, 2025, as approved by the shareholders of Fitell Corporation (the “Company”) at the extraordinary shareholder meeting held on December 12, 2025, the Company completed the repurchase of 402,500 Class A ordinary shares, par value of $0.0016 each from SKMA Capital and Investment Ltd. (“SKMA”) and, in consideration of such repurchase, issued new Class B ordinary share, par value of $0.0016 per share to SKMA.
Ogier, the counsel to the Company as to the laws of Cayman Islands, has provided a letter of confirmation, as required by the Nasdaq Stock Market, confirming that the governance practices adopted by the Company, in lieu of those Nasdaq corporate governance requirements where it is electing to follow local country laws and regulations, are compliant with the provisions of the laws of the Cayman Islands and its then second amended and restated memorandum and articles of association in connection with the Company’s adoption of the dual class share capital structure.
A copy of the home country rule exemption letter from the Company’s legal counsel is attached hereto as Exhibit 99.1.
Incorporation By Reference
The information contained in this Form 6-K and any exhibit hereto shall be deemed filed with the Securities and Exchange Commission (“SEC”) solely for purposes of incorporation by reference into and as part of the registration statements on Form F-3 (File No.333-284232) of the registrant on file with the SEC.
| Exhibit<br>No. | Description | |
|---|---|---|
| 99.1 | Home Country Rule Exemption Letter Dated March 19, 2025 | |
| 99.2 | Press Release Fitell Corporation Announces Interim Dividend and Shareholder Loyalty Program |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date:<br>December 29, 2025 | FITELL<br>CORPORATION | |
|---|---|---|
| By: | /s/ Yinying Lu | |
| Yinying<br>Lu | ||
| Chief<br>Executive Officer and Director | ||
| (Principal<br>Executive Officer) |
Exhibit 99.1
| The<br>Nasdaq Stock Market, Inc. | D<br>+852 3656 6054/+852 3656 6061 |
|---|---|
| Listing<br>Qualifications | E<br>[email protected]/ |
| 9600<br>Blackwell Road | [email protected] |
| Rockville,<br>MD 20850 | |
| United<br>States of America | Reference:<br>FYC/AGC/505991.00001 |
19 March 2025
Dear Sirs and/or Madams
We act as the Cayman Islands counsel to Fitell Corporation, an exempted company incorporated in the Cayman Islands (the “Company”).
Pursuant to Listing Rule 5615(a)(3), please be informed hereby that the Company has elected to follow its Cayman Islands practices in lieu of the following
Nasdaq Stock Market LLC Rules (the “Rules”):
| (i) | Rule<br>5640 requiring the voting rights of existing shareholders of publicly traded shares of a<br>Nasdaq-listing company registered under section 12 of The Securities Exchange Act of 1934<br>of the United States cannot be disparately reduced or restricted through any corporate action<br>or issuance, which includes without limitation, the adoption of time-phased voting plans,<br>the adoption of capped voting rights plans, the issuance of super-voting stock, or the issuance<br>of stock with voting rights less than the per share voting rights of the existing common<br>stock through an exchange offer; and | |
|---|---|---|
| (ii) | Rule<br>5620 requiring a company listing common stock or voting preferred stock, and their equivalents,<br>shall hold an annual meeting of shareholders no later than one year after the end of the<br>Company’s fiscal year-end. |
Under Cayman Islands law, it is permissible for the Company to adopt a dual class share capital structure comprised of class A ordinary shares of US$0.0001 par value each (the Class A Ordinary Shares) and class B ordinary shares of US$0.0001 par value each (the Class B Ordinary Shares), where each Class A Ordinary Share has one vote each and each Class B Ordinary Share has thirty (30) votes each, such rights to be stipulated in the Company’s second amended and restated memorandum and articles of association of the Company to be adopted by special resolution of the Company (the Draft Second Restated MAA).
The adoption of dual class share capital structure by the Company is not prohibited by the Companies Act (Revised) of the Cayman Islands, provided that such dual class share capital structure, including the adoption of the Draft Second Restated MAA, has been duly authorised and adopted by the Company in accordance its memorandum and articles of association then in effect.
Under Cayman Islands law, it is not necessary for the Company to hold an annual meeting of its shareholders, unless it is otherwise specified in the Company’s memorandum and articles of association. Based upon our review of the Draft Second Restated MAA, there is no requirement under the Company’s memorandum and articles of association requiring the Company to hold an annual meeting of its shareholders, unless required by the Rules.
| Ogier | ||||||
|---|---|---|---|---|---|---|
| Providing<br>advice on British Virgin Islands, | ||||||
| Cayman<br>Islands and Guernsey laws | Partners | Florence Chan* | ||||
| Nicholas<br>Plowman | Lin<br>Han^†^ | |||||
| Floor<br>11 Central Tower | Nathan<br>Powell | Cecilia<br>Li** | ||||
| 28<br>Queen’s Road Central | Anthony<br>Oakes | Rachel<br>Huang** | *<br>admitted in New Zealand | |||
| Central | Oliver<br>Payne | |||||
| Hong<br>Kong | Kate<br>Hodson | Yuki Yan** | ‡ | † admitted in<br>New York | ||
| David<br>Nelson | Richard<br>Bennett** | **<br>admitted in England and Wales | ||||
| T<br>+852 3656 6000 | Justin<br>Davis | James<br>Bergstrom^‡^ | ||||
| F<br>+852 3656 6001 | Joanne<br>Collett | Marcus<br>Leese^‡^ | ‡<br>not ordinarily resident in Hong Kong | |||
| ogier.com | Dennis<br>Li |
We have made no investigation of and express no opinion in relation to the laws, rules or regulations of any jurisdiction other than those of the Cayman Islands. Specifically, we have made no independent investigation of the laws of the State of New York or the NASDAQ Stock Market LLC Rules, and we express no opinion as to the meaning, validity or effect of the NASDAQ Stock Market LLC Rules. This advice is to be governed by and construed in accordance with the laws of the Cayman Islands and is limited to and is given on the basis of the current law and practice in the Cayman Islands. This advice is issued solely for your benefit and is not to be relied upon by any other person, firm or entity or in respect of any other matter.
As required by Listing Rule 5615(a)(3), the Company will disclose in its Form 20-F each requirement of Listing Rule 5600 that it does not follow and describe the home country practice followed in lieu of such requirements.
| Yours faithfully | |
|---|---|
 |
|
| Ogier |
Exhibit 99.2
Fitell Corporation Announces Interim Dividend and Shareholder Loyalty Program
Taren Point, Australia – December 26, 2025 (GLOBE NEWSWIRE) – Fitell Corporation (NASDAQ: FTEL) (“Fitell” or the “Company”) announced its board of directors (the “Boards”) of the Company has declared two initiatives – an interim dividend and a one-time shareholder loyalty program – both designed to return value to shareholders and enhance long-term investor alignment with the Company’s evolving growth strategy.
Interim Dividend
The Board has declared an interim dividend of $0.10 per share, payable in cash. The dividend is payable on January 13, 2026, to shareholders of record as of the close of business on December 30, 2025. The ex-dividend date will be December 30, 2025. The dividend reflects Fitell’s improved cash and digital asset position and the Board’s commitment to returning capital to shareholders while continuing to support the Company’s growth initiatives across fitness, corporate treasury management, and robotics.
Shareholder Loyalty Program
In additional to the interim dividend, the Board has declared a one-time shareholder loyalty payment of up to $0.15 per share under its newly approved Shareholder Loyalty Program (“Shareholder Loyalty Program”). Eligible shareholders who transfer their shares into book-entry form with the Company’s transfer agent on or prior to the loyalty program start and record date of December 29, 2025, will receive up to three (3) tranches of loyal payments if they maintain continuous ownership for 30 to 90 calendar days thereafter, payable in cash as following:
| ● | Such<br>eligible shareholders who maintain their book entry with the Company’s transfer agent for first 30 calendar days of the loyalty<br>period will receive $0.05 in cash, payable as soon as practical after expiration of such 30-day period; | |
|---|---|---|
| ● | Such<br>eligible shareholders who maintain their book entry with the Company’s transfer agent for first 60 calendar days of the loyalty<br>period will receive an additional $0.05 in cash, payable as soon as practical after expiration of such 60-day period; and | |
| ● | Such<br>eligible shareholders who maintain their book entry with the Company’s transfer agent for full 90 calendar days of the loyalty<br>period will receive an additional $0.05 in cash, payable as soon as practical after expiration of such 90-day period. |
The enrollment and election period will be running from December 29, 2025 to March 28, 2026 (both dates inclusive), and the loyalty payment expected to be distributed on or about the 15^th^ day after the expiration of each 30-day tranche. Insiders, including officers, directors, and employees of the Company, are not eligible to participate in the Shareholder Loyalty Program.
Shareholders should consult their tax advisors regarding the tax implications of receiving this distribution and the loyalty payment.
Management Commentary
“Our Interim Dividend and Shareholder Loyalty Program reflect our continued confidence in our balance sheet position and operational outlook, following FY2025 financial results,” said Sam Lu, Chief Executive Officer of Fitell. “We believe now is an appropriate time to return value to our shareholders and reinforce the long-term value we are building across corporate treasury management, our fitness operations, and newly unveiled robotics join-venture, 2F Robotics.”
The Company is furnishing a Form 6-K to the SEC concurrently with the press release.
How to Transfer Shares into Record Name and Participate in the Shareholder Loyalty Program
Shareholders who choose to move their shares to book entry by the Shareholder Loyalty Program record date of December 29, 2025 and qualify for any loyalty bonus must request their broker to transfer their shares via DTC DWAC (Deposit/Withdrawal At Custodian) to the Company’s transfer agent, Vstock Transfer, where they can be held in safekeeping by Vstock Transfer in book entry under the name of the shareholder. Brokers should process such requests as withdrawals via the DTC DWAC system. Shareholders will also need their brokers to provide Vstock Transfer with the applicable DWAC withdrawal form along with payment of $125 for processing fees.
Interested shareholders should instruct their broker to transfer their shares under their name to Vstock Transfer via the DTC DWAC system as follows:
Company Name: Fitell Corporation
Vstock DTC DWAC withdrawal number: 50236
Website: https://www.vstocktransfer.com/
Webpage on DRS: https://www.vstocktransfer.com/dwac-transfer
Contact details: https://www.vstocktransfer.com/contact
Whilst in book entry, shareholders’ shares cannot be lent out to third parties without the shareholder’s consent. The shares can also be transferred back to the shareholders’ respective brokers via DRS transfer, with the process both ways being simple and fast. However, shares must be kept in book entry from the Shareholder Loyalty Program record date to the end of the applicable tranche-end date in order to qualify for the loyalty payment applicable to such tranche.
About Fitell Corporation
Fitell Corporation, through GD Wellness Pty Ltd (“GD”), its wholly owned subsidiary, is an online retailer of gym and fitness equipment both under its proprietary brands and other brand names in Australia. The company’s mission is to build an ecosystem with a whole fitness and wellness experience powered by technology to our customers. GD has served over 100,000 customers with large portions of sales from repeat customers over the years. The Company’s brand portfolio can be categorized into three proprietary brands under its Gym Direct brand: Muscle Motion, Rapid Motion, and FleetX, in over 2,000 stock-keeping units (SKUs). For additional information, please visit the Company’s website at www.fitellcorp.com.
Forward-Looking Statements
Certain statements in this release, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result” and similar expressions. Forward-looking statements are based on current expectations and assumptions, and are subject to risks and uncertainties, regulatory issues, unanticipated issues on Nasdaq with respect to implementing the loyalty payment, as well as risks set forth in the Company’s filings with the Securities and Exchange Commission (the “Commission”) including its Form 20-F for the year ended June 30, 2025 which was filed on November 14, 2025 and Form 6-K reports filed in connection with our earnings result and other filings with the Commission. We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events or otherwise, except to the extent required by law. We cannot guarantee that future results reflected in the forward-looking statements will occur.
For more information, please contact:
Chief Financial Officer
Edwin Tam
Investor Relations