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 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 ☐

 

 

 

 

 

 

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 $0.05 per share for each share held continuously in direct registration for 30 full days following the Surrender Date;
(ii)an additional US $0.05 per share for each share held continuously in direct registration for 60 full days following the Surrender Date; and
(iii)an additional US $0.05 per share for each share held continuously in direct registration for 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 No.   Description
99.1   Home Country Rule Exemption Letter Dated March 19, 2025

 

 

 

 

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: December 23, 2025 FITELL CORPORATION
         
  By: /s/ Yinying Lu
    Yinying Lu
    Chief Executive Officer and Director
    (Principal Executive Officer)

 

 

 

 

Exhibit 99.1

 

 

The Nasdaq Stock Market, Inc.

Listing Qualifications

9600 Blackwell Road

Rockville, MD 20850

United States of America

D +852 3656 6054/+852 3656 6061

E nathan.powell@ogier.com/

florence.chan@ogier.com

  Reference: 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 5640 requiring the voting rights of existing shareholders of publicly traded shares of a Nasdaq-listing company registered under section 12 of The Securities Exchange Act of 1934 of the United States cannot be disparately reduced or restricted through any corporate action or issuance, which includes without limitation, the adoption of time-phased voting plans, the adoption of capped voting rights plans, the issuance of super-voting stock, or the issuance of stock with voting rights less than the per share voting rights of the existing common stock through an exchange offer; and
     
  (ii) Rule 5620 requiring a company listing common stock or voting preferred stock, and their equivalents, shall hold an annual meeting of shareholders no later than one year after the end of the 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 advice on British Virgin Islands,

Cayman Islands and Guernsey laws

 

Floor 11 Central Tower

28 Queen’s Road Central

Central

Hong Kong

 

T +852 3656 6000

F +852 3656 6001

ogier.com

  

Partners

Nicholas Plowman

Nathan Powell

Anthony Oakes

Oliver Payne

Kate Hodson

David Nelson

Justin Davis

Joanne Collett

Dennis Li

  

Florence Chan*

Lin Han†

Cecilia Li**

Rachel Huang**

Yuki Yan**

Richard Bennett**‡

James Bergstrom‡

Marcus Leese‡

 

  

* admitted in New Zealand

† admitted in New York

** admitted in England and Wales

 

‡ not ordinarily resident in Hong Kong

 

 

 

 

 

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