STOCK TITAN

Fitness Champs adds proxy submission instructions

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.

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Form Type
6-K/A

Rhea-AI Filing Summary

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.

Filing Explained

Under the replacement proxy card, a submitted proxy with no voting instructions will be voted FOR every listed resolution, including the proposed share consolidations.

Proposed first share consolidation 2 shares consolidated into 1 share Subject to the Nasdaq Notification Condition
Proposed second share consolidation 100 consolidated shares into 1 share Conditional proposal; subject to the stated conditions by December 15, 2026
Offering proceeds condition Not less than US$5,000,000 in aggregate gross proceeds From the Offering on or before December 15, 2026, for the proposed second consolidation
Proxy voting deadline 11:59 p.m. Singapore Time on November 11, 2026 Voting will be open until this time
Annual general meeting November 12, 2026 Meeting date stated on the proxy card
share consolidation technical
"First Share Consolidation of the Company’s issued and unissued shares"
Share consolidation is a process where a company reduces the total number of its shares by combining multiple existing shares into a smaller number of higher-value shares. This can make each share more expensive and potentially improve the company’s image. For investors, it often means their ownership remains the same, but the value of each share increases, which can influence how the stock is perceived and traded.
Nasdaq Notification Condition regulatory
"subject to the Nasdaq Notification Condition"
aggregate gross proceeds financial
"aggregate gross proceeds of not less than US$5,000,000"
Aggregate gross proceeds are the total amount of money a company expects to receive from a securities offering or financing before any fees, expenses or deductions are taken out. For investors, this number shows the scale of new capital entering the business—like the size of a fuel tank refill—and helps gauge how much cash will be available to pay debts, fund growth or dilute existing ownership.
First Consolidation Effective Time technical
"with effect from the First Consolidation Effective Time"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What share consolidations does FCHL propose?

The proxy proposes a first consolidation of every two shares into one, subject to the Nasdaq Notification Condition. A second 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 or deadline is unmet.

When is the FCHL proxy voting deadline?

Voting will be open until 11:59 p.m. Singapore Time on November 11, 2026. The amended card lists online, email, fax and mail submission methods and allows shareholders to vote in person at the annual general meeting on November 12, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K/A

 Amendment No. 1

 

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

 

For the month of October 2026

 

Commission File Number: 001-42823

 

Fitness Champs Holdings Limited

(Registrant’s name)

 

7030 Ang Mo Kio Street, Avenue 5, #04-48,

North Star@AMK, Singapore

  569880
(Address of principal executive offices)   (Zip Code)

 

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

 

This Report on Form 6-K/A (the “Amendment”) is being furnished solely to amend the Report on Form 6-K furnished by Fitness Champs Holdings Limited (the “Company”) to the U.S. Securities and Exchange Commission on October 29, 2026 (the “Original Filing”) in order to replace Exhibit 99.4, the form of proxy card for the Company’s annual general meeting of members to be held on November 12, 2026 (the “Proxy Card”), in its entirety. The amended Proxy Card furnished as Exhibit 99.4 hereto includes additional instructions for submitting proxies through the Company’s proxy agent, online, by e-mail, by fax and by mail.

 

Any proxies previously submitted by shareholders using the form of proxy card included in the Original Filing in accordance with its instructions remain valid and will be voted as directed, and such shareholders do not need to take any further action unless they wish to change or revoke their vote.

 

Except as described above, no other changes are made to the Original Filing. Other than Exhibit 99.4, which is replaced in its entirety, the Original Filing continues to speak as of the date of the Original Filing. This Amendment does not reflect events occurring after the filing of the Original Filing, nor does it modify or update in any way the information, statements and disclosures contained in the Original Filing, except as expressly described above.

 

 

 

 

EXHIBITS

 

Exhibit No.   Description
99.4   Amended Form of Proxy Card for the Annual General Meeting of Members

 

2

 

 

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.

 

  Fitness Champs Holdings Limited
     
Date: October 30, 2026 By: /s/ Joyce Lee Jue Hui
  Name:  Joyce Lee Jue Hui
  Title: Chief Executive Officer & Executive Director

 

3

 

 

 

 

Exhibit 99.4

 

*SPECIMEN*    
     
1 MAIN STREET    
     
ANYWHERE PA 99999-9999    
     
    Voting will be open until 11:59 p.m. Singapore Time on November 11, 2026 (November 11, 2026 at 11:59 a.m. U.S. Eastern Time).
     
    VOTE ONLINE
     
    www.Transhare.com click on Vote Your Proxy and enter your Control Number.
     
    VOTE BY E-MAIL
     
    Mark, sign and date your proxy card and send it to proxy@transhare.com
     
    VOTE BY FAX:
     
    Mark, sign and date your proxy card and send it to 1.727. 269.5616
     
    VOTE IN PERSON
     
    If you would like to vote at in person, please attend the Annual General Meeting to be held on November 12, 2026, 10:00 a.m. Singapore Time (November 11, 2026 at 9:00 p.m. U.S. Eastern Time), at 55 Serangoon North Avenue 4, #01-05, Singapore 555859.

 

 

 

 

 

FITNESS CHAMPS HOLDINGS LIMITED

 

PROXY CARD

 

THIS PROXY CARD IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF FITNESS CHAMPS HOLDINGS LIMITED FOR AN ANNUAL GENERAL MEETING OF MEMBERS TO BE HELD ON NOVEMBER 12, 2026.

 

The undersigned, a holder of ____________________________Ordinary Shares of Fitness Champs Holdings Limited, a Cayman Islands exempted company (the “Company”), hereby acknowledges receipt of the notice of this annual general meeting of members of the Company (the “Meeting”) (the “Notice”) and proxy statement, and hereby appoints

 

_________________________________________________________________ (insert name) or failing him/her, Ms. Joyce Lee, or any one executive director or chief executive officer of the Company, with full power to each of substitution, on behalf and in the name of the undersigned, to represent the undersigned as proxy at the Meeting to be held at: 55 Serangoon North Avenue 4, #01-05, Singapore 555859, at 10am (Singapore Time) on November 12, 2026 and at any adjournment or postponement thereof, and to vote all the aforesaid Ordinary Shares which the undersigned would be entitled to vote if then and there personally present, on the matters set forth below (i) as specified by the undersigned below (and if not specified, “FOR” each resolution), all as set forth in the Notice and in the proxy statement furnished herewith, and (ii) in the discretion of the proxy upon such other business as may properly come before the Meeting.

 

This proxy when properly executed will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this proxy will be voted “FOR” each of the following proposed resolutions:

 

Resolutions

 

Proposal 1 (ordinary resolution): First Share Consolidation of the Company’s issued and unissued shares of each class, with every two (2) shares of par value US$0.00225 consolidated into one (1) share of the corresponding class of par value US$0.0045, subject to the Nasdaq Notification Condition and effective as soon as practicable following the Meeting from the opening of trading on the Market Effective Date stated in the Company Event Notification Form.

 

For   Against   Abstain
☐   ☐   ☐

 

 

 

 

Proposal 2 (special resolution): Adoption of the Fourth Amended and Restated M&A attached to the proxy statement as Annex A, subject to the passing of Proposal 1 and with effect from the First Consolidation Effective Time.

 

For   Against   Abstain
☐   ☐   ☐

 

Proposal 3 (ordinary resolution): Second Share Consolidation, subject to the First Share Consolidation having taken effect, the Company receiving aggregate gross proceeds of not less than US$5,000,000 from the Offering on or before December 15, 2026 and the Nasdaq notification and announcement in respect of the Second Share Consolidation, with every one hundred (100) Consolidated Class A Shares, Consolidated Class B Shares and Consolidated Preferred Shares of par value US$0.0045 consolidated into one (1) share of the corresponding class of par value US$0.45, effective from the opening of trading on such date, falling on or before December 15, 2026, as determined by the board of directors; if any condition is not satisfied, or the Second Consolidation Effective Date has not occurred, by December 15, 2026, the Second Share Consolidation will not take effect.

 

For   Against   Abstain
☐   ☐   ☐

 

Proposal 4 (special resolution): Adoption of the Fifth Amended and Restated M&A attached to the proxy statement as Annex B, subject to the passing of Proposal 3 and the Second Share Consolidation taking effect, with effect from the Second Consolidation Effective Date.

 

For   Against   Abstain
☐   ☐   ☐

 

Proposal 5 (ordinary resolution): Re-appointment of Onestop Assurance PAC as the Company’s independent registered public accounting firm for the financial year ending December 31, 2026.

 

For   Against   Abstain
☐   ☐   ☐

 

Proposal 6.a. (ordinary resolution): Re-appointment of Jue Hui Joyce Lee as a director of the Company.

 

For   Against   Abstain
☐   ☐   ☐

 

Proposal 6.b. (ordinary resolution): Re-appointment of Yong Mong Koh as a director of the Company.

 

For   Against   Abstain
☐   ☐   ☐

 

Proposal 6.c. (ordinary resolution): Re-appointment of Junting Jason Liu as a director of the Company.

 

For   Against   Abstain
☐   ☐   ☐

 

Proposal 6.d. (ordinary resolution): Re-appointment of Poh Lu Tang as a director of the Company.

 

For   Against   Abstain
☐   ☐   ☐

 

 

 

 

Proposal 6.e. (ordinary resolution): Re-appointment of Shi Wei Lay as a director of the Company.

 

For   Against   Abstain
☐   ☐   ☐

 

Proposal 7 (ordinary resolution): Adjournment of the Meeting to a later date or dates or sine die, if necessary or desirable, in the opinion of the Board of Directors, to permit further solicitation and vote of proxies.

 

For   Against   Abstain
☐   ☐   ☐

 

Dated: ___________, 2026
 
Shareholder Name:
 
 
 
 
Signature

 

This Proxy Card must be signed by the person registered in the register of members of the Company at the close of business on October 22, 2026 (Singapore Time). In the case of a corporation, this Proxy Card must be executed by a duly authorized officer or attorney. The description of each resolution herein is by way of summary only. The full text appears in the Notice. Capitalized terms shall bear the same meaning as defined in the Notice unless otherwise defined herein.

 

 

 

 

NOTES

 

1. A holder of the proxy need not be a shareholder of the Company. A shareholder entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote in his/her stead. Please insert the name of the person(s) of your own choice that you wish to appoint proxy in the space provided, failing which Ms. Joyce Lee, or any one executive director or chief executive officer of the Company, will be appointed as your proxy.
   
2. Whether or not you propose to attend the Meeting in person, you are strongly advised to complete and return this form of proxy in accordance with these instructions. For holders of Ordinary Shares registered on our register of members, to be valid, this form must be completed and deposited (together with any power of attorney or other authority under which it is signed or a certified copy of that power or authority) to the attention of our Financial Controller, at nyokeyee@fitnesschampsaquatics.com, as soon as possible and in any event not later than 48 hours before the time for holding the Meeting or any adjourned or postponed meeting. Returning this completed form of proxy will not preclude you from attending the Meeting and voting in person if you so wish and in such event, the proxy shall be deemed to be revoked.
   
3. If two or more persons are jointly registered as holders of a share, the vote of the senior person who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other joint holders. For this purpose, seniority shall be determined by the order in which the names stand on the Company’s register of members in respect of the relevant shares. The senior holder should sign this form, but the names of all other joint holders should be stated on the form in the space provided.
   
4. If this form is returned without an indication as to how the proxy shall vote, this proxy will be voted “FOR” each of the above resolutions.
   
5. This form of proxy is for use by shareholders only. If the appointor is a corporate entity this form of proxy must either be under its seal or under the hand of some officer or attorney duly authorized for that purpose.
   
6. Any alterations made to this form must be initialed by you.
   
7. To submit your proxy, please use one of the following methods:

 

TO VOTE ONLINE: www.Transhare.com click on Vote Your Proxy Enter Your Control Number.

TO VOTE BY EMAIL: Please email your signed proxy card to Proxy@Transhare.com

TO VOTE BY FAX: Please fax this proxy card to 1.727. 269.5616

TO VOTE BY MAIL: Please sign, date and mail to

Proxy Team

Transhare Corporation 17755 US Highway 19 N

Suite 140

Clearwater FL

 

 

 

Filing Exhibits & Attachments

2 documents

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