Fitness Champs Holdings Limited's SEC filings document foreign-private-issuer current reports for a Singapore aquatic sports education business and its Nasdaq-listed ordinary shares. The filings include Form 6-K disclosures on extraordinary general meetings, proxy materials, shareholder voting results, share consolidations, share re-designations and re-classifications, authorized share capital, Class A ordinary shares, Class B ordinary shares, preferred shares, and Nasdaq minimum-bid-price compliance matters.
These records also describe the company's operating context, including swimming lessons for children and adults and aquatic sports classes, while formal capital-structure disclosures track changes affecting voting rights, issued shares, fractional-share treatment and continued-listing matters.
Fitness Champs Holdings Ltd is offering on a best-efforts basis up to 14,000,000 Units at an assumed $1.00 per Unit. Each Unit includes one Class A Ordinary Share or, instead, one Pre-Funded Warrant, plus one Warrant. There is no minimum offering amount, and the company may sell fewer Units.
Each Warrant has an initial $1.70 exercise price, but holders may choose the zero exercise price option when the Low Price is below the applicable exercise price. If all 14,000,000 Warrants are exercised under that option at the Floor Price, up to 210,000,000 Class A Ordinary Shares could be issued for no additional consideration; the company expects no cash proceeds from Warrant exercises. In that scenario, existing shareholders’ share of outstanding ordinary shares would fall from 8.6% to 0.6%, and existing shareholders would experience an approximately $1.49 per-share decrease in net tangible book value.
The company estimates net offering proceeds of $12.599 million, assuming no Warrant exercises, for expansion, marketing and promotional activities, strategic investments and general corporate purposes. Fitness Champs reported 2025 revenue of $4.150 million and a $1.365 million net loss, versus $4.216 million revenue and $0.172 million net income in 2024. SwimSafer accounted for approximately 41.0% of 2025 revenue; the MOE contract runs through December 2026.
Fitness Champs Holdings Ltd. (FCHL) replaced the proxy card for its November 12, 2026 annual general meeting with an amended card adding online, email, fax and mail submission instructions. Proxies already submitted using the prior card remain valid and will be voted as directed; shareholders need take no further action unless they wish to change or revoke their vote.
The card asks shareholders to approve a first consolidation of every two shares of each class into one, subject to the Nasdaq Notification Condition. A second proposed consolidation of every 100 consolidated shares into one is conditional on the first taking effect, receipt of aggregate gross proceeds of not less than US$5,000,000 from the Offering on or before December 15, 2026, and Nasdaq notification and announcement. It will not take effect if a condition is unmet or its effective date has not occurred by December 15, 2026.
Fitness Champs Holdings Ltd (FCHL) has scheduled its annual general meeting for November 12, 2026, where shareholders are asked to vote on two proposed share consolidations. The first would combine every two issued and unissued shares of each class into one, subject to the company submitting a completed Nasdaq event notification and making the required public announcement. It would take effect as soon as practicable after the meeting from the opening of trading on the stated Market Effective Date. The second would combine every 100 post-first-consolidation shares of each class into one, conditional on the first taking effect, Nasdaq notification and announcement, and the company receiving aggregate gross proceeds of at least US$5,000,000 from its public offering by December 15, 2026. It must take effect by that date or the proposal lapses. Together, the consolidations would reduce share counts 200-to-1, with fractional shares rounded up to whole shares. The board cites Nasdaq’s US$1.00 minimum bid-price requirement and cautions that the consolidations may not sustain a higher share price.
Other votes cover amended articles, reappointment of Onestop Assurance PAC for the year ending December 31, 2026, five director reappointments through the 2027 AGM, and possible adjournment. Members on the register at close of business October 22, 2026 (Singapore time) may vote; the board recommends voting FOR all seven proposals.
Fitness Champs Holdings Ltd amended and restated its interim financial statements for the six months ended June 30, 2026 and its management’s discussion and analysis for the six months ended June 30, 2026 and 2025. Readers are directed to rely only on the revised information for those periods. Changes include a two-class share presentation, revised loss-per-share calculations and a reclassification of approximately S$40,000 from general and administrative expenses to selling and distribution expenses; that reclassification left total operating expenses, operating loss and net loss in S$ unchanged.
For the six months ended June 30, 2026, revenue was S$2.045 million, down 5.4% from S$2.162 million; gross profit was S$446,000 versus S$624,000, and net loss was S$3.385 million versus S$248,000. General and administrative expenses were S$3.546 million and included a S$2.18 million referral fee. The company attributed the higher net loss primarily to higher legal and professional fees, including that referral fee, and increased marketing expenses. Net cash used in operating activities was S$3.969 million; financing activities provided S$5.130 million, including S$5.377 million from share capital issuance. Cash at June 30, 2026 was S$3.130 million.
Fitness Champs Holdings Ltd (FCHL) reported weaker results for the six months ended June 30, 2026. Revenue was about S$2.05 million, down 5.4% year over year, mainly from a 5.6% decline in swim fees due to lower enrolment, partly offset by initial revenue from Dubai operations and new pickleball classes.
Cost of revenues rose 4.0% to S$1.60 million, cutting gross margin to 21.8% from 28.9%. Operating expenses increased sharply, with general and administrative expenses up to S$3.59 million from S$0.76 million, driven largely by a S$2.18 million referral fee and higher professional and marketing costs. Net loss widened to S$3.39 million from S$0.25 million, and EBITDA loss was S$3.43 million. Operating cash outflow was S$3.97 million, funded by a S$5.38 million equity issuance, which lifted cash to S$3.13 million and reduced director borrowings and total liabilities.
Fitness Champs Holdings Limited held an extraordinary general meeting on June 29, 2026, where shareholders approved several ordinary and special resolutions. The most detailed item was authority for the Board to implement one or more share consolidations over the next year.
The approved framework allows consolidating all issued and authorized shares at ratios between two-for-one and five hundred-for-one, at times and exact ratios the Board may choose. Fractional shares will not be issued; any fractional entitlement will be rounded up to the next whole share. Any related change to authorized share capital was also approved.
As of the June 9, 2026 record date, there were 1,299,391 Class A Ordinary Shares and 19,351 Class B Ordinary Shares outstanding. Across the resolutions shown, at least 98% of votes cast were in favor, reflecting strong support, with Class B shares each carrying fifty votes.
Fitness Champs Holdings Limited filed Amendment No. 2 to its Form 20‑F to add its Compensation Recoupment Policy as new Exhibit 97.1. The company states that, aside from including this policy and updated certifications under Sections 302 and 906 of the Sarbanes‑Oxley Act, no other disclosures from the existing annual report have been changed.
As context, the company reports that as of December 31, 2025, after share re‑designation and reverse share splits, it had 18,427.00 Class A ordinary shares and 19,350.78 Class B ordinary shares outstanding, an aggregate of 37,777.78 ordinary shares. It also reports that as of June 11, 2026, it had 1,299,391 Class A ordinary shares and 19,351 Class B ordinary shares outstanding, an aggregate of 1,318,742 ordinary shares.
Fitness Champs Holdings Limited has called an Extraordinary General Meeting on June 29, 2026 to seek shareholder approval for several major capital structure changes. Holders of Class A and Class B ordinary shares on the June 9, 2026 record date may vote.
The company proposes increasing authorized Class A Ordinary Shares to 10,177,777,777.78 while keeping authorized Class B and Preferred Shares unchanged, and updating its memorandum and articles of association accordingly. It is also asking shareholders to authorize the board to implement one or more share consolidations (reverse splits) within a range of 2-for-1 to 500-for-1 over the following year.
The stated goal of the share consolidation authority is to help maintain compliance with Nasdaq’s US$1.00 minimum bid price requirement. CEO Joyce Lee holds 19,351 Class B Ordinary Shares, representing about 42.68% of voting rights as of the record date, and intends to vote in favor of all proposals.
Fitness Champs Holdings Limited reported that it received a Nasdaq notice on May 26, 2026 stating it was not in compliance with Nasdaq Listing Rule 5550(b)(1). The company’s stockholders’ equity was $598,490 as of December 31, 2025, below the required $2,500,000 minimum.
The company does not currently meet alternative standards based on market value of listed securities or net income from continuing operations. Fitness Champs believes that proceeds from a financing completed in May 2026 have restored compliance, but Nasdaq must review and confirm this.
The notice has no immediate impact on trading of its ordinary shares on the Nasdaq Capital Market. Fitness Champs has 45 days, until July 10, 2026, to submit evidence of compliance or a plan to regain compliance and may receive up to 180 days from May 26, 2026 to show it meets the listing rule.
Fitness Champs Holdings Limited filed Amendment No. 1 to its Form 20-F to correct disclosures about its share capital and ownership. The amendment updates corporate structure and principal shareholder information so that share counts reflect the situation at the time of filing rather than December 31, 2025.
As of May 22, 2026, the company had 1,318,742 ordinary shares outstanding, comprising 1,299,391 Class A ordinary shares with one vote per share and 19,351 Class B ordinary shares with 50 votes per share. Big Treasure, wholly owned by CEO Joyce Lee Jue Hui, beneficially owns all 19,351 Class B shares, representing 42.68% of the ordinary shares.