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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
20-F/A
(Amendment
No.1)
☐
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended December 31, 2025
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from _________ to _____________.
OR
☐
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of event requiring this shell company report:
Commission
file number: 333-282016
Fitness
Champs Holdings Limited
(Exact
name of Registrant as Specified in its Charter)
Cayman
Islands
(Jurisdiction
of Incorporation or Organization)
7030
Ang Mo Kio
Avenue
5, #04-48
NorthStar@AMK
Singapore
569880
(Address
of Principal Executive Offices)
Joyce
Lee Jue Hui, Chief Executive Officer
+65
9061 4855
7030
Ang Mo Kio
Avenue
5, #04-48
NorthStar@AMK
Singapore
569880
(Name,
Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person)
Securities
registered or to be registered pursuant to Section 12(b) of the Act:
None
(Title
of Class)
Securities
registered or to be registered pursuant to Section 12(g) of the Act:
None
(Title
of Class)
Securities
for which there is a reporting obligation pursuant to Section 15(d) of the Act:
Ordinary
shares, par value US$0.00225 per share
The
number of outstanding shares of each of the issuer’s classes of capital or common stock as of December 31, 2025, after giving retrospective
effect to the subsequent share re-designation and reverse share splits effected on January 23, 2026, February 12, 2026 and May 4, 2026,
was 18,427.00 Class A ordinary shares and 19,350.78 Class B ordinary shares, each with a par value of US$0.00225 per share, representing
an aggregate of 37,777.78 ordinary shares outstanding.
Prior
to the retrospective effect of the subsequent share re-designation and reverse share splits, the Company had 17,000,000 ordinary shares
outstanding with a par value of US$0.000005 per share as of December 31, 2025.
The number of outstanding shares of each of the issuer’s classes of capital or common stock as of May 22, 2026, was 1,299,391 Class
A ordinary shares and 19,351 Class B ordinary shares, each with a par value of US$0.00225 per share, representing an aggregate of 1,318,742
ordinary shares outstanding.
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
☐ No ☒
If
this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934.
Yes
☐ No ☒
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes
☐ No ☒
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files).
Yes
☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of
“accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
| Large
accelerated filer ☐ |
Accelerated
filer ☐ |
Non-accelerated
filer ☒ |
Emerging
growth company ☒ |
If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided
pursuant to Section 13(a) of the Exchange Act.
Indicate
by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| ☒ |
U.S. GAAP |
☐ |
International
Financial Reporting Standards as issued by the International Accounting Standards Board |
☐ |
Other |
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s of assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262 (b)) by the registered
public accounting firm that prepared or issued its audit report.
Yes
☐ No ☒
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
If
“Other” has been checked in response to the previous question, indicate by check mark which financial statement item the
registrant has elected to follow: Item 17 ☐ Item 18 ☐
If
this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes ☐ No ☒
(APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate
by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15 (d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court:
Yes
☐ No ☐
EXPLANATORY
NOTE
Fitness
Champs Holdings Limited (the “Company”) is filing this Amendment No. 1 to its Annual Report on Form 20-F originally filed
with the Securities and Exchange Commission on 15 May 2026 (the “Original Filing”) to amend certain disclosures relating
to the Company’s issued and outstanding share capital.
The
Company is filing this Amendment No. 1 to restate in its entirety “Corporate Structure” under Item 4. “Information
on the Company” and Item 6.E. “Share Ownership” solely to correct the disclosure under to disclose the number of shares
issued as of the time of the filing instead of December 31, 2025.
Except
as described above, no other changes have been made to the Original Filing. This Amendment No. 1 does not otherwise update, amend or
modify any other information contained in the Original Filing. As required by Rule 12b-15 of the Securities and Exchange Act of
1934, as amended, the Company is also filing or furnishing the certifications required under Section 302 and Section 906 of the
Sarbanes-Oxley Act of 2002 as exhibits to this Amendment No. 1.
Item
4. Information on the Company
Corporate
Structure
Our
Company was incorporated in the Cayman Islands on February 15, 2024 under the Companies Act as an exempted company with limited liability.
Our authorized share capital at such time was US$500,000 divided into 500,000,000 Ordinary Shares, par value of US$0.001 each. Following
incorporation, one ordinary share was transferred to Ms. Lee for cash at par. Ms. Lee then transferred such one share to her wholly-owned
company, Big Treasure, on June 19, 2024. On December 15, 2023, Fuji entered into an agreement with Ms. Lee to acquire 4.90% of the issued
share capital of the proposed holding company of Fitness Champs and Fitness Aquatics for US$470,000. On June 19, 2024, Big Treasure,
Easy Builder, Creative Path, Fuji, Biostar, and True Height subscribed for approximately 64.72%, 19.09%, 4.90%, 4.90%, 4.44% and 1.95%
of the issued share capital of our Company respectively. On June 19, 2024, Big Treasure and Fuji transferred their entire equity interest
in Northen Star to us in consideration of our allotment and issue to each of them one Share credited as fully paid.
On
October 2, 2024, for purposes of recapitalization in anticipation of the initial public offering, the Company effected a 1:200 forward
stock split and changed authorized share capital to $500,000 divided into 100,000,000,000 ordinary shares, par value of $0.000005 each.
Concurrently, Big Treasure surrendered 3,235,950 ordinary shares, Creative Path surrendered 245,000 ordinary shares, Easy Builder surrendered
954,500 ordinary shares, Biostar surrendered 222,000 ordinary shares, True Height surrendered 97,500 ordinary shares and Fuji surrendered
245,050 ordinary shares to the Company, respectively or 25.0% of their shareholdings each.
Historically,
our Group was comprised of Fitness Champs and Fitness Aquatics. We have undertaken a reorganization whereby the entire share capital
of Northen Star was transferred to us resulting in our holding of the entire issued share capital of Northen Star directly and indirectly
in Fitness Champs and Fitness Aquatics.
On
January 23, 2026, at an extraordinary general meeting, our shareholders approved (i) a reverse share split of at least 2 shares to 1
and up to 50 shares to 1; and (ii) on a pre-reverse share split basis, a reclassification of shares whereby authorized share capital
of the Company was re-classified and re-designated such that the share capital of the Company is US$500,000 divided into (a) 80,000,000,000
Class A Ordinary Shares of a nominal or par value of US$0.000005 each, (b) 10,000,000,000 Class B Ordinary Shares of a nominal or par
value of US$0.000005 each, and (c) 10,000,000,000 preferred shares of a nominal or par value of US$0.000005. On February 12, 2026, our
board of directors approved a 15:1 reverse share split of our issued and authorized shares, such that the share capital of the Company
will be US$500,000 divided into (a) 5,333,333,333.33 Class A Ordinary Shares of a nominal or par value of US$0.000075 each, (b) 666,666,666.66
Class B Ordinary Shares of a nominal or par value of US$0.000075 each, and (c) 666,666,666.66 preferred shares of a nominal or par value
of US$0.000075.
On
March 20, 2026, at an extraordinary general meeting, our shareholders approved a share consolidation in a range of 2 to 1 to not more
than 250 to 1, with the exact ratio set at 30 to 1 by our board of directors, which share consolidation went go into effect on May 4,
2026.
Unless
otherwise indicated, all share and per share information in this annual report supplement reflect this reverse share split.
On
March 24, 2026, our board of directors approved a 30:1 reverse share split of our issued and unissued shares, to be effective on a date
to be further determined by our board of directors, such that upon the reverse share split becoming effective, the share capital of our
Company will become US$500,000 divided into (a) 177,777,777.78° class A ordinary shares of a nominal or par value of US$0.00225 each;
(b) 22,222,222.22° class B ordinary shares of a nominal or par value of US$0.00225 each; and (c) 22,222,222.22° preferred shares
of a nominal or par value of US$0.00225 each. On April 29, 2026, our board of directors have further resolved that the reverse share
split will take effect on May 4, 2026.
As
of December 31, 2025, the currently issued 37,777.78 shares of a nominal or par value of US$0.00225 each in the Company were re-designated
and re-classified such that the ordinary shares previously held by Big Treasure were re-designated and re-classified as 19,350.78 Class
B Ordinary Shares each with 50 votes per share and the 18,427 shares held by the remaining shareholders were re-designated and re-classified
as Class A Ordinary Shares each with 1 vote per share.
As of
May 22, 2026, the Company had a total of 1,318,742 issued ordinary shares with a nominal or par value of US$0.00225 each, comprising
19,351 Class B Ordinary Shares each with 50 votes per share and the 1,299,391 Class A Ordinary Shares each with 1 vote per share.
6.E.
Share Ownership
PRINCIPAL
SHAREHOLDERS
The
following table sets forth information regarding beneficial ownership of our share capital by:
| |
● |
each
person, or group of affiliated persons, known by us to beneficially own more than 5% of our shares; |
| |
|
|
| |
● |
each
of our named Executive Officers; |
| |
|
|
| |
● |
each
of our Directors and Director nominees; and |
| |
|
|
| |
● |
all
of our current Executive Officers, Directors and Director nominees as a group. |
Applicable
percentage ownership is based on 1,318,742 Ordinary Shares issued and outstanding as at May 22, 2026.
The
information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of
the SEC and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a “beneficial
owner” of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose
or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right
to acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant,
option or other right. More than 1 person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial
ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which
includes the number of shares as to which such person has the right to acquire voting or investment power within 60 days, by the sum
of the number of shares outstanding as of such date, plus the number of shares as to which such person has the right to acquire voting
or investment power within 60 days. Consequently, the denominator used for calculating such percentage may be different for each beneficial
owner. Except as otherwise indicated below and under applicable community property laws, we believe that the beneficial owners of our
shares listed below have sole voting and investment power with respect to the shares shown.
Unless
otherwise noted below, the address of each person listed on the table is 7030 Ang Mo Kio, Avenue 5, #04-48, NorthStar@AMK, Singapore
569880.
None
of our Named Executive Directors, Executive Officers or Independent Directors hold Class A Ordinary Shares and we are not aware of any
5% of greater shareholders who hold Class A Ordinary Shares.
| | |
Class
A Ordinary Shares
Beneficially
Owned | | |
Class
B
Shares
Beneficially Owned | |
| Name of Beneficial Owners | |
Number | | |
Percentage % | | |
Number | | |
Percentage % | |
| | |
| | |
| | |
| | |
| |
| Named Executive Directors and Executive Officers: | |
| | | |
| | | |
| | | |
| | |
| | |
| | | |
| | | |
| | | |
| | |
| Ms. Joyce Lee Jue Hui(1) | |
| - | | |
| - | | |
| 19,351 | | |
| 42.68 | |
| | |
| | | |
| | | |
| | | |
| | |
| Mr. Koh Yong Mong | |
| - | | |
| - | | |
| - | | |
| - | |
| | |
| | | |
| | | |
| | | |
| | |
| Ms. Chia Nyoke Yee | |
| - | | |
| - | | |
| - | | |
| - | |
| | |
| | | |
| | | |
| | | |
| | |
| Ms. Lian Lai Hong, Jerrica | |
| - | | |
| - | | |
| - | | |
| - | |
| | |
| | | |
| | | |
| | | |
| | |
| Mr. Yao Peikang | |
| - | | |
| - | | |
| - | | |
| - | |
| | |
| | | |
| | | |
| | | |
| | |
| Independent Director Nominees: | |
| | | |
| | | |
| | | |
| | |
| | |
| | | |
| | | |
| | | |
| | |
| Mr. Lay Shi Wei | |
| - | | |
| - | | |
| - | | |
| - | |
| | |
| | | |
| | | |
| | | |
| | |
| Mr. Liu Junting Jason | |
| - | | |
| - | | |
| - | | |
| - | |
| | |
| | | |
| | | |
| | | |
| | |
| Mr. Tang Poh Lu | |
| - | | |
| - | | |
| - | | |
| - | |
| | |
| | | |
| | | |
| | | |
| | |
| Total held by Named Executive Directors and Executive Officers and Independent Directors: | |
| - | | |
| - | | |
| 19,351 | | |
| 42.68 | |
| | |
| | | |
| | | |
| | | |
| | |
| 5% or Greater Shareholders: | |
| | | |
| | | |
| | | |
| | |
| | |
| | | |
| | | |
| | | |
| | |
| Big Treasure(2) | |
| - | | |
| - | | |
| 19,351 | | |
| 42.68 | |
| | |
| | | |
| | | |
| | | |
| | |
| Total held by 5% of Greater Shareholders: | |
| - | | |
| - | | |
| 19,351 | | |
| 42.68 | |
(1)
Ms. Lee’s holdings are entirely through her holding of shares held by Big Treasure. Ms. Lee does not hold any Shares individually.
(2)
Big Treasure is wholly-owned by Ms. Lee and reflects all shares held by Ms. Lee as she holds no Ordinary Shares individually. The
total number of shares controlled by Ms. Lee through Big Treasure is reflected above under “Named Executive Directors and Executive
Officers” as all of the Ordinary Shares she holds are held indirectly through her control of Big Treasure (19,351 shares).
SIGNATURES
The
registrant hereby certifies that it meets all of the requirements for filing on Form 20-F, as amended by Amendment No.1 thereto, and that it has duly caused and authorized the undersigned to sign this annual report on
its behalf.
| |
Fitness
Champs Holdings Limited |
| |
|
|
| |
By: |
/s/
Joyce Lee Jue Hui |
| |
Name: |
Joyce
Lee Jue Hui |
| |
Title: |
Chief
Executive Officer |
| |
|
|
| |
By: |
/s/
Chia Nyoke Yee |
| |
Name: |
Chia
Nyoke Yee |
| |
Title: |
Financial
Controller |
| |
|
|
| |
Dated:
|
May
22, 2026 |
