true
FY
0002023796
0002023796
2025-01-01
2025-12-31
0002023796
dei:BusinessContactMember
2025-01-01
2025-12-31
0002023796
2025-12-31
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
20-F/A
(Amendment
No.2)
☐
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 June 11, 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. 2 to its Annual Report on Form 20-F originally filed
with the Securities and Exchange Commission on 15 May 2026, as was amended on May 22, 2026 by Amendment No. 1 to update certain disclosures relating
to the Company’s issued and outstanding share capital (as amended, the “Existing Filing”.
The
Company is filing this Amendment No. 2 solely to add the Company’s Compensation Recoupment Policy, filed herewith as Exhibit 97.1.
Except
as described above, no other changes have been made to the Exisiting Filing. This Amendment No. 2 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. 2.
Item
19. Exhibits
EXHIBIT
INDEX
| 1.1* |
|
Second Amended and Restated Memorandum of Association and Form of Amended and Restated Articles of Association |
| |
|
|
| 2.1* |
|
Description of Securities |
| |
|
|
| 3.1* |
|
Subsidiaries |
| |
|
|
| 12.1 |
|
Certification of the Chief Executive Officer (Principal Executive Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended. |
| |
|
|
| 12.2 |
|
Certification of the Chief Financial Officer (Principal Financial Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended. |
| |
|
|
| 13.1 |
|
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| |
|
|
| 97.1 |
|
Fitness Champs Holdings Limited Compensation and Recoupment Policy |
| |
|
|
| 101.INS |
|
XBRL
Instance Document |
| 101.SCH |
|
XBRL
Taxonomy Extension Schema Document |
| 101.CAL |
|
XBRL
Taxonomy Extension Calculation Linkbase Document |
| 101.DEF |
|
XBRL
Taxonomy Extension Definition Linkbase Document |
| 101.LAB |
|
XBRL
Taxonomy Extension Label Linkbase Document |
| 101.PRE |
|
XBRL
Taxonomy Extension Presentation Linkbase Document |
| 104 |
|
Cover
Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101 |
*Denotes exhibits that have been previously filed.
SIGNATURES
The
registrant hereby certifies that it meets all of the requirements for filing on Form 20-F, as amended by Amendment No.2 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:
|
June 11, 2026 |
