Fitness Champs restates H1 2026 loss at S$3.39M
The corrected presentation includes a two-class loss-per-share calculation and an expense reclassification that leaves total Singapore-dollar net loss unchanged.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
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.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- None.
Negative
- Major pointNet loss was S$3.385 million, versus S$248,000 for the prior-year period.
- Major pointOperating cash outflow was S$3.969 million, versus S$254,000 for the prior-year period.
- Moderate pointRevenue fell 5.4% to S$2.045 million for the six months ended June 30, 2026.
Filing Explained
On September 3, 2026, the property sale funded repayment of the roughly S$392,000 mortgage.
The amendment reports that shareholders approved 10 billion additional authorized Class A shares, expanding capacity to issue them; as of
Shareholders also approved a reverse share consolidation at a ratio from two-for-one to 500-for-one, but the amendment says the board had taken no further action to implement it.
The June 30 balance sheet lists
Key Figures
Key Terms
two-class presentation financial
convenience translations financial
EBITDA financial
valuation allowance financial
performance obligation financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What were FCHL’s restated results for the first half of 2026?
Why did FCHL’s net loss increase in the first half of 2026?
What changes did FCHL make to its amended interim financial statements?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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
(Registrant’s name)
7030 Ang Mo Kio Street, Avenue 5, #04-48,
North Star@AMK, Singapore
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file Extraordinary reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
EXPLANATORY NOTE
Restatement Background
The Company’s management, in consultation with their independent public accountants Onestop Assurance PAC, identified errors in, and the need to revise certain presentation and disclosures in, the Original Financials and the Original MD&A. Management concluded that the Original Financials and the Original MD&A should no longer be relied upon and should be amended and restated. The principal corrections reflected in this Amendment are as follows:
1. Share capital presentation. The shareholders’ equity caption on the face of the unaudited interim consolidated balance sheet has been revised. It now separately presents authorized and issued shares by class: 18,427 and 1,299,391 Class A Ordinary Shares issued and outstanding as of December 31, 2025 and June 30, 2026, respectively; 19,351 Class B Ordinary Shares issued and outstanding as of both dates; and no Preferred Shares issued. The footnotes on retrospective presentation have been revised to refer only to the 15-for-1 reverse share split effected on February 12, 2026 and the 30-for-1 reverse share split effected on May 4, 2026.
2. Loss per share. Loss per share has been restated using a two-class presentation. For the six months ended June 30, 2026, basic and diluted loss per Class A and Class B ordinary share is now S$(6.46) (US$(4.99)). It was previously reported as S$(3.66) (US$(2.83)) per ordinary share. For the six months ended June 30, 2025, it is now S$(7.44) per ordinary share, previously S$(30.26). The weighted average number of shares has been revised to 504,984 Class A and 19,351 Class B ordinary shares for 2026, previously 924,803 ordinary shares, and to 33,334 ordinary shares for 2025, previously 8,197.
3. Reclassification of operating expenses. Approximately S$40,000 has been reclassified from general and administrative expenses to selling and distribution expenses. Selling and distribution expenses are now S$336,000 (previously S$296,000) and general and administrative expenses are now S$3,546,000 (previously S$3,586,000). Total operating expenses, loss from operations and net loss in S$ are unchanged.
4. U.S. dollar convenience translations. Certain US$ convenience translation amounts have been corrected, including:
| ● | in the statement of operations, foreign currency adjustments (US$4,000, previously US$12,000) and total comprehensive loss (US$2,611,000, previously US$2,603,000); | |
| ● | in the statement of changes in shareholders’ equity, the January 1, 2026 opening balances and the shares issued during the period (US$4,154,000, previously US$4,141,000); | |
| ● | in the statement of cash flows, net cash used in operating activities (US$3,065,000, previously US$3,072,000), net cash provided by financing activities (US$3,962,000, previously US$3,945,000), net change in cash (US$877,000, previously US$853,000) and beginning cash (US$1,538,000, previously US$1,549,000). |
None of these corrections changes the S$ amounts reported.
5. Revised and expanded notes. The notes to the Original Financials have been revised as to address the changes discussed in notes 1 through 4 above.
6. Conforming changes to the MD&A. The Original MD&A has been revised to match the changes noted in notes 1 through 5 above.
Unless expressly stated, including the subsequent events and litigation disclosures in Notes 17 and 18, 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.
The corrected MD&A and the Original Financials, each as amended, are attached as Exhibit 99.1 and Exhibit 99.2, respectively, to this Report on Form 6-K/A.
EXHIBITS
| 99.1 | Supplemental Financial Information Relating to the Six Months Ended June 30, 2026 |
| 99.2 | Unaudited Interim Condensed Financial Statements for the Six Months Ended June 30, 2026 |
| 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 26, 2026 | By: | /s/ Joyce Lee Jue Hui |
| Name: | Joyce Lee Jue Hui | |
| Title: | Chief Executive Officer & Executive Director | |
| 3 |
Exhibit 99.1
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025
Results of Operations
The following table sets forth certain operational data for the six months ended June 30, 2025 and 2026:
| Six Months Ended June 30, | ||||||||||||
| 2025 | 2026 | 2026 | ||||||||||
| S$’000 | S$’000 | US$’000 | ||||||||||
| Revenues | 2,162 | 2,045 | 1,580 | |||||||||
| Cost of revenues | (1,538 | ) | (1,599 | ) | (1,236 | ) | ||||||
| Gross profit | 624 | 446 | 344 | |||||||||
| Operating expenses | ||||||||||||
| Selling and distribution expenses | (205 | ) | (336 | ) | (260 | ) | ||||||
| General and administrative expenses | (763 | ) | (3,546 | ) | (2,739 | ) | ||||||
| Total operating expenses | (968 | ) | (3,882 | ) | (2,999 | ) | ||||||
| Loss from operations | (344 | ) | (3,436 | ) | (2,655 | ) | ||||||
| Other income (expense) | ||||||||||||
| Interest income | - | * | 20 | 16 | ||||||||
| Interest expense | (11 | ) | (6 | ) | (5 | ) | ||||||
| Government grants | 91 | 12 | 10 | |||||||||
| Rental income | 16 | 16 | 12 | |||||||||
| Total other income, net | 96 | 42 | 33 | |||||||||
| Loss before income tax | (248 | ) | (3,394 | ) | (2,622 | ) | ||||||
| Income tax benefit | - | 9 | 7 | |||||||||
| NET LOSS | (248 | ) | (3,385 | ) | (2,615 | ) | ||||||
| Other comprehensive income | ||||||||||||
| Foreign currency adjustments | - | 5 | 4 | |||||||||
| TOTAL COMPREHENSIVE LOSS | (248 | ) | (3,380 | ) | (2,611 | ) | ||||||
* Below S$1,000/US$1,000
Revenues
| Six Months Ended June 30, | Change | |||||||||||||||||||||||
| 2025 | % | 2026 | % | % | ||||||||||||||||||||
| S$’000 | S$’000 | S$’000 | ||||||||||||||||||||||
| Government sector | 972 | 45.0 | 735 | 35.9 | (237 | ) | (24.4 | ) | ||||||||||||||||
| Private sector | 1,190 | 55.0 | 1,310 | 64.1 | 120 | 10.1 | ||||||||||||||||||
| Total revenues | 2,162 | 100.0 | 2,045 | 100.0 | (117 | ) | (5.4 | ) | ||||||||||||||||
In the following table, revenue is disaggregated by the timing of revenue recognition.
| Six Months Ended June 30, | ||||||||
| 2025 | 2026 | |||||||
| S$’000 | S$’000 | |||||||
| Revenue recognition at a single point in time: | ||||||||
| Sales of merchandise | 4 | 4 | ||||||
| Revenue recognition over time: | ||||||||
| Swim fees | 2,158 | 2,038 | ||||||
| Pickleball | - | 3 | ||||||
| 2,162 | 2,045 | |||||||
Total revenue for the six months ended June 30, 2026 was approximately S$2.05 million, representing a decrease of approximately S$0.12 million, or 5.4%, from approximately S$2.16 million for the corresponding six months ended June 30, 2025. The decline was primarily attributable to a 5.6% decrease in swim fees, which fell from approximately S$2.16 million in the prior-year period to approximately S$2.04 million in the current period. This reduction was mainly due to slightly lower enrolment levels during the period.
Cost of revenues
Six Months Ended June 30, | Change | |||||||||||||||||||||||
| 2025 | % | 2026 | % | (%) | ||||||||||||||||||||
| S$’000 | S$’000 | S$’000 | ||||||||||||||||||||||
| Government sector | 885 | 57.6 | 706 | 44.2 | (179 | ) | (20.2 | ) | ||||||||||||||||
| Private sector | 653 | 42.4 | 893 | 55.8 | 240 | 36.8 | ||||||||||||||||||
| Total cost of revenues | 1,538 | 100.0 | 1,599 | 100.0 | 61 | 4.0 | ||||||||||||||||||
Cost of revenues for the six months ended June 30, 2026 was approximately S$1.60 million, compared to approximately S$1.54 million for the six months ended June 30, 2025, representing an increase of approximately 4.0%. The increase was primarily attributable to the commencement of operations at our Dubai subsidiary, which contributed approximately S$0.11 million in coaches’ salaries during the period. This increase was largely offset by lower coaches’ fees and salaries in our existing Singapore operations, resulting in only a modest increase in total coaches’ fees and salaries from approximately S$1.366 million in the prior-year period to approximately S$1.378 million in the current period. In addition, merchandise costs and related shipping costs increased to approximately S$0.04 million from approximately S$0.01 million in the prior-year period, representing an increase of approximately 291%. The increase was primarily due to merchandise purchased in advance for the full year to support operational requirements. By segment, cost of revenues for the private segment increased by approximately 36.8%, while cost of revenues for the government segment decreased by approximately 20.2%, reflecting changes in the mix of services provided during the period. Our cost of revenues mainly comprises coaches’ fees (including salaries and benefits), entrance fees, merchandise costs, and assessment fees associated with the swim lessons delivered during the period.
Gross profit
Gross profit for the six months ended June 30, 2026 was approximately S$0.45 million, compared to approximately S$0.62 million for the six months ended June 30, 2025, representing a decrease of approximately S$0.18 million, or 28.5%. Gross profit margin decreased to approximately 21.8% from approximately 28.9% in the prior-year period.
The decrease in gross profit was primarily attributable to lower revenue resulting from reduced enrolment levels, coupled with a slight increase in cost of revenues. The increase in cost of revenues was mainly due to the commencement of operations at our Dubai subsidiary and higher upfront merchandise purchases for the year. Although coaches’ fees and salaries increased only marginally overall, the additional costs associated with the Dubai operations, together with lower revenue, resulted in a decline in gross profit and gross profit margin during the period.
Operating Expenses
Our operating expenses consist of selling and distribution expenses and general and administrative expenses.
Selling and distribution expenses
Selling and distribution expenses increased to approximately S$0.34 million for the six months ended June 30, 2026, compared with approximately S$0.21 million for the corresponding period in 2025. The increase was primarily attributable to higher marketing expenses, including approximately S$0.05 million incurred for social media management and advertising campaigns during the first half of 2026 to enhance brand awareness in the Dubai market following the commencement of operations in January 2026.
General and administrative expenses
General and administrative expenses for the six months ended June 30, 2026 were approximately S$3.55 million, compared with approximately S$0.76 million for the corresponding period in 2025, representing an increase of approximately S$2.78 million, or 365.4%. The increase was primarily attributable to higher legal and professional fees and other administrative expenses incurred during the period.
Included in legal and professional fees for the six months ended June 30, 2026 was a referral fee of approximately S$2.18 million, which was incurred in connection with the Group’s business development initiatives to support future business growth.
Total Other Income (Expense), net
Total other income (expense), net decreased significantly from approximately S$97,000 for the six months ended June 30, 2025 to approximately S$42,000 for the six months ended June 30, 2026, representing a decrease of approximately S$55,000, or 56.7%. The decrease was primarily attributable to the recognition of a government grant of approximately S$56,000, which was received in the prior-year period to support the Group’s market expansion initiatives. No comparable government grant was recognized during the current period.
During the six months ended June 30, 2026, the Group recognized interest income of approximately S$20,000 from fixed deposits placed with funds raised during the first half of 2026. In addition, interest expense decreased from approximately S$11,000 in the prior-year period to approximately S$6,000 in the current period, primarily due to the repayment and completion of one of the Group’s term loans in June 2025.
Income Tax Expense
The effective tax rate in the years presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rate. Our Company’s subsidiaries mainly operate in Singapore that are subject to taxes in the jurisdictions in which they operate, as follows:
Cayman Islands
Fitness Champs Holdings Limited is an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.
BVI
Northen Star Limited is an exempted British Virgin Islands company and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States.
Dubai
Fitness Champs Excellence Sports Academy LLC is operating in Dubai and is subject to the Dubai tax law at the corporate tax rate at 9% on the assessable income arising in Dubai during its tax year.
Singapore
Fitness Champs Aquatics Pte Ltd and Fitness Champs Pte Ltd are operating in Singapore and are subject to the Singapore tax law at the corporate tax rate at 17% on the assessable income arising in Singapore during its tax year.
Income tax benefit for the six months ended June 30, 2025 was nil, as the Group did not generate taxable profits during the period. For the six months ended June 30, 2026, the income tax benefit primarily comprised an over-provision of approximately S$9,000 (US$7,000) relating to the Year of Assessment 2023.
Net Loss
During the six months ended June 30, 2026, the Group incurred a net loss of approximately S$3.38 million, compared with a net loss of approximately S$0.25 million for the corresponding period in 2025. The increase in net loss was primarily attributable to higher legal and professional fees, including the referral fee, as well as increased marketing expenses incurred during the period.
For the six months ended June 30, 2026, the Group’s EBITDA loss was approximately S$3.37 million (US$2.58 million), compared with an EBITDA loss of approximately S$0.19 million for the corresponding period in 2025.
EBITDA refers to earnings (loss) before income tax, finance costs, depreciation and amortization.
The following table sets forth a summary of our cash flows for the six months ended June 30, 2025 and 2026 indicated:
| Six Months Ended | ||||||||
| June 30, 2025 | June 30, 2026 | |||||||
| S$’000 | S$’000 | |||||||
| Net cash used in operating activities | (254 | ) | (3,969 | ) | ||||
| Net cash used in investing activities | (31 | ) | (26 | ) | ||||
| Net cash provided by financing activities | 444 | 5,130 | ||||||
| Net changes in cash and cash equivalents | 159 | 1,135 | ||||||
| Effect of Exchange Rate Changes on Cash | - | 5 | ||||||
| Cash and cash equivalents at the beginning of the period | 315 | 1,990 | ||||||
| Cash and cash equivalents at the end of the period | 474 | 3,130 | ||||||
Cash used in operating activities
Net cash used in operating activities for the six months ended June 30, 2026 amounted to S$3.97 million, compared to S$0.25 million for the six months ended June 30, 2025. The increase in cash outflow was mainly attributable to the higher loss incurred during the period, with a loss of S$3.39 million recorded for the six months ended June 30, 2026, compared to a loss of S$0.25 million for the corresponding period in 2025.
For June 2026, operating cash flow was adjusted for non-cash items, including total depreciation and amortization of S$0.05 million. The cash outflow was also affected by working capital movements, including an increase in receivables of S$0.14 million and a decrease in other payables of S$0.47 million, together with income tax paid of S$0.01 million.
For June 2025, the net loss of S$0.25 million was adjusted for non-cash items, including depreciation and amortization expenses of S$0.05 million. Operating cash flow was also affected by working capital movements, including an increase in deposits, prepayments and other receivables of S$0.15 million and an increase in payables and accrued liabilities of S$0.12 million.
Cash used in investing activities
Net cash used in investing activities for the six months ended June 30, 2026 was approximately S$0.03 million, compared to approximately S$0.03 million for the six months ended June 30, 2025. The decrease in cash outflow was mainly due to interest income received from fixed deposits of approximately S$0.02 million during the period, which partially offset the acquisition of intangible assets of approximately S$0.04 million and property, plant and equipment of approximately S$0.01 million.
For the six months ended June 30, 2025, cash used in investing activities mainly related to the acquisition of property, plant and equipment of approximately S$0.03 million. Overall, cash used in investing activities remained relatively modest and reflected the Group’s continued investment in operational and strategic assets.
Cash provided by financing activities
Net cash provided by financing activities for the six months ended June 30, 2026 amounted to approximately S$5.13 million, compared to net cash provided by financing activities of approximately S$0.44 million for the corresponding period in 2025. The increase in net cash inflow was primarily attributable to proceeds from the issuance of share capital amounting to approximately S$5.38 million. This was partially offset by repayments to a director of approximately S$0.22 million, repayments of bank borrowings of approximately S$0.01 million, principal payments of lease liabilities of approximately S$0.02 million, and interest payments on bank borrowings and lease liabilities totaling approximately S$0.01 million. Overall, financing activities provided the Group with a significant source of liquidity to support its operations and strategic initiatives, including its planned expansion into Dubai.
Inflation
Inflation and changing prices have not had a material effect on our business, and we do not expect that inflation or changing prices will materially affect our business in the foreseeable future. However, our management will closely monitor price changes in our industry and continually maintain effective cost control in operations.
Off Balance Sheet Arrangements
As of June 30, 2026 and December 31, 2025, we have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our shareholders.
Critical Accounting Policies and Estimates
There have been no material changes to the Company’s significant accounting policies as disclosed in the Annual Report on Form 20-F for the year ended December 31, 2025.
Accordingly, the Company’s critical accounting policies and estimates should be read in conjunction with the audited consolidated financial statements and related notes included in the Annual Report on Form 20-F.
Recent accounting pronouncements
In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), and in January 2025, the FASB issued ASU No. 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Both early adoption and retrospective application are permitted. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements and related disclosures.
In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity. ASU 2025-03 clarifies the guidance to determine the accounting acquirer in a business combination that is effected primarily by exchanging equity interests, when the legal acquiree is a variable interest entity (“VIE”) that meets the definition of a business. ASU 2025-03 requires entities to consider the same factors in ASC 805, Business Combinations, required for determining which entity is the accounting acquirer in other acquisition transactions. ASU 2025-03 is effective for the Company’s annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, with early adoption permitted. ASU 2025-03 is required to be applied on a prospective basis to any acquisition transaction that occurs after the initial application date. The Company is currently assessing the impact this standard will have on the Company’s consolidated financial statements.
In May 2025, the FASB issued ASU 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606). ASU 2025-04 revises the definition of the term performance condition for share-based consideration payable to a customer to incorporate conditions that are based on the volume or monetary amount of a customer’s purchases or potential purchases. ASU 2025-04 also eliminates the policy election to account for forfeitures as they occur for awards with service conditions. ASU 2025-04 also clarifies that ASC 606 variable consideration guidance does not apply to share-based payments to customers; instead, vesting probability should be assessed solely under ASC 718, Compensation—Stock Compensation. ASU 2025-04 is effective for the Company’s annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, with early adoption permitted. ASU 2025-04 may be applied on either a modified retrospective basis or on a retrospective basis. The Company is currently assessing the impact this standard will have on the Company’s consolidated financial statements.
In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets. ASU 2025-05 amends ASC 326, Financial Instruments—Credit Losses, and introduces a practical expedient available for all entities and an accounting policy election available for all entities, other than public business entities, that elect the practical expedient. These changes apply to the estimation of expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue Recognition. Under the practical expedient, entities may assume that current conditions as of the balance sheet date remain unchanged for the remaining life of the asset when developing reasonable and supportable forecasts. This simplifies the estimation process for short-term financial assets. ASU 2025-05 is effective for the Company’s periods beginning after December 15, 2025 and interim reporting periods within those annual reporting periods, with early adoption permitted. ASU 2025-05 should be applied on a prospective basis. The Company had adopted this standard and no material impact to the Company’s consolidated financial statements.
ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. In September 2025, the FASB issued this ASU to modernize the accounting for internal-use software costs, primarily by simplifying the requirements to capitalize software development costs. This update is effective beginning with the Company’s 2028 fiscal year annual reporting period, with early adoption permitted. The Company is currently assessing the impact this standard will have on the Company’s consolidated financial statements.
ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities. In December 2025, the FASB issued this ASU to establish authoritative guidance on the accounting for government grants received by business entities. This update is effective beginning with the Company’s 2029 fiscal year annual reporting period, with early adoption permitted. The Company is currently assessing the impact this standard will have on the Company’s consolidated financial statements.
Except for the above-mentioned pronouncements, there are no new recent issued accounting standards that will have a material impact on the unaudited interim consolidated financial position, statements of operations and cash flows.
Exhibit 99.2
FITNESS CHAMPS HOLDINGS LTD AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATED BALANCE SHEETS
| December 31, | June 30, | June 30, | ||||||||||
| 2025 | 2026 | 2026 | ||||||||||
| S$’000 | S$’000 | US$’000 | ||||||||||
| Assets | ||||||||||||
| Current assets | ||||||||||||
| Cash and cash equivalents | ||||||||||||
| Accounts receivable | - | |||||||||||
| Deposits, prepayments and other receivables | ||||||||||||
| Total current assets | ||||||||||||
| Non-current assets | ||||||||||||
| Property and equipment, net | ||||||||||||
| Intangible assets | ||||||||||||
| Right-of-use asset | - | |||||||||||
| Total non-current assets | ||||||||||||
| Total Assets | ||||||||||||
| Liabilities and Shareholders’ Equity | ||||||||||||
| Current liabilities | ||||||||||||
| Accounts payable and accrued liabilities | ||||||||||||
| Bank borrowings | ||||||||||||
| Lease liabilities | - | |||||||||||
| Amount due to director | ||||||||||||
| Income tax payable | - | - | ||||||||||
| Total current liabilities | ||||||||||||
| Non-current liabilities | ||||||||||||
| Bank borrowings | ||||||||||||
| Total Liabilities | ||||||||||||
| Commitments and contingencies | - | - | - | |||||||||
| Shareholders’ Equity | ||||||||||||
| ** | ** | - | ** | ||||||||
| Additional paid-in capital | ||||||||||||
| Accumulated losses | ( | ) | ( | ) | ( | ) | ||||||
| Forex reserve | ( | ) | ( | ) | ( | ) | ||||||
| Total Shareholders’ Equity | ||||||||||||
| Total Liabilities and Shareholders’ Equity | ||||||||||||
| * | |
| ** |
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
FITNESS CHAMPS HOLDINGS LTD AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
| 2025 | 2026 | 2026 | ||||||||||
Six Months Ended June 30, | ||||||||||||
| 2025 | 2026 | 2026 | ||||||||||
| S$’000 | S$’000 | US$’000 | ||||||||||
| Revenues | ||||||||||||
| Cost of revenues | ( | ) | ( | ) | ( | ) | ||||||
| Gross profit | ||||||||||||
| Operating expenses | ||||||||||||
| Selling and distribution expenses | ( | ) | ( | ) | ( | ) | ||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ||||||
| Total operating expenses | ( | ) | ( | ) | ( | ) | ||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ||||||
| Other income (expense) | ||||||||||||
| Interest income | -** | |||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ||||||
| Government grants | ||||||||||||
| Rental income | ||||||||||||
| Total other income, net | ||||||||||||
| Loss before income tax | ( | ) | ( | ) | ( | ) | ||||||
| Income tax benefit | - | |||||||||||
| NET LOSS | ( | ) | ( | ) | ( | ) | ||||||
| Other comprehensive income | ||||||||||||
| Foreign currency adjustments | - | |||||||||||
| TOTAL COMPREHENSIVE LOSS | ( | ) | ( | ) | ( | ) | ||||||
| Loss per ordinary share | ||||||||||||
| Basic and diluted | ||||||||||||
| Ordinary shares | ( | ) | - | - | ||||||||
| Class A ordinary shares | - | ( | ) | ( | ) | |||||||
| Class B ordinary shares | - | ( | ) | ( | ) | |||||||
| Weighted average number of ordinary shares | ||||||||||||
| Basic and diluted* | ||||||||||||
| Ordinary shares | - | - | ||||||||||
| Class A ordinary shares | - | |||||||||||
| Class B ordinary shares | - | |||||||||||
| * | |
| ** |
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
FITNESS CHAMPS HOLDINGS LTD AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)
| S$ | S$’000 | S$’000 | S$’000 | S$’000 | ||||||||||||||||||||
| Ordinary Shares | Additional |
| ||||||||||||||||||||||
| Number of Shares* | Amount | Paid-in Capital | Accumulated Losses | Translation reserve | Shareholders’ equity | |||||||||||||||||||
| S$ | S$’000 | S$’000 | S$’000 | S$’000 | ||||||||||||||||||||
| Balance as of January 1, 2025 | -** | ** | - | |||||||||||||||||||||
| Share issued during the year | - | - | - | |||||||||||||||||||||
| Net loss | - | - | - | ( | ) | - | ( | ) | ||||||||||||||||
| Foreign currency translation | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||
| Balance as of December 31, 2025 | -** | ** | ( | ) | ( | ) | ||||||||||||||||||
| Balance as of January 1, 2026 | -** | ** | ( | ) | ( | ) | ||||||||||||||||||
| Share issued during the year | - | - | - | |||||||||||||||||||||
| Net loss | - | - | - | ( | ) | - | ( | ) | ||||||||||||||||
| Foreign currency translation | - | - | - | - | ||||||||||||||||||||
| Balance as at June 30, 2026 | -** | ** | ( | ) | ( | ) | ||||||||||||||||||
| Ordinary Shares | Additional | Retained Earnings/ | ||||||||||||||||||||||
Number of Shares* | Amount | Paid-in Capital | (Accumulated Losses) | Forex reserve | Shareholders’ Equity | |||||||||||||||||||
| US$ | US$’000 | US$’000 | US$’000 | US$’000 | ||||||||||||||||||||
| Balance as of January 1, 2026 | -** | ** | ( | ) | ( | ) | ||||||||||||||||||
| Balance | -** | ** | ( | ) | ( | ) | ||||||||||||||||||
| Share issued during the year | - | - | - | |||||||||||||||||||||
| Net loss | - | - | - | ( | ) | - | ( | ) | ||||||||||||||||
| Foreign currency translation | - | - | - | - | ||||||||||||||||||||
| Balance as of June 30, 2026 | -** | ** | ( | ) | ( | ) | ||||||||||||||||||
| Balance | -** | ** | ( | ) | ( | ) | ||||||||||||||||||
| * |
| ** |
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
FITNESS CHAMPS HOLDINGS LTD AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
| 2025 | 2026 | 2026 | ||||||||||
| Six Months Ended June 30, | ||||||||||||
| 2025 | 2026 | 2026 | ||||||||||
| S$’000 | S$’000 | US$’000 | ||||||||||
| Cash Flows From Operating Activities: | ||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | - | |||||||||||
| Amortization and depreciation | ||||||||||||
| Interest expense | ||||||||||||
| Interest on lease liability | ||||||||||||
| Interest income | -* | * | ( | ) | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||||||
| Accounts receivable | ( | ) | ( | ) | ( | ) | ||||||
| Deposits, prepayments and other receivables | ( | ) | ( | ) | ( | ) | ||||||
| Accounts payable and accrued liabilities | ( | ) | ( | ) | ||||||||
| Income tax payable | - | ( | ) | ( | ) | |||||||
| Net cash used in operating activities | ( | ) | ( | ) | ( | ) | ||||||
| Cash Flows From Investing Activities: | ||||||||||||
| Interest income | -* | * | ||||||||||
| Purchase of property and equipment | -* | * | ( | ) | ( | ) | ||||||
| Purchase of intangible asset | ( | ) | ( | ) | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ( | ) | ||||||
| Cash Flows From Financing Activities: | ||||||||||||
| Amount due from (to) director | ( | ) | ( | ) | ||||||||
| Proceeds from issuance of share capital | - | |||||||||||
| Repayment of bank borrowings | ( | ) | ( | ) | ( | ) | ||||||
| Interest paid on bank borrowings | ( | ) | ( | ) | ( | ) | ||||||
| Principal payment of lease liabilities | ( | ) | ( | ) | ( | ) | ||||||
| Payment of interest on lease liabilities | ( | ) | ( | ) | ( | ) | ||||||
| Net cash provided by financing activities | ||||||||||||
| Effects of exchange rate changes on cash and cash equivalents | - | |||||||||||
| Net changes in cash and cash equivalents | ||||||||||||
| Cash and cash equivalents at beginning of the period | ||||||||||||
| Cash and cash equivalents at end of the period | ||||||||||||
| Supplemental Disclosure of Cash Flow Information: | ||||||||||||
| Cash paid for interest | ( | ) | ( | ) | ( | ) | ||||||
| Cash paid for income tax | - | ( | ) | ( | ) | |||||||
| Interest income received | - | |||||||||||
| * |
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
FITNESS CHAMPS HOLDINGS LTD AND SUBSIDIARIES
NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2026 AND 2025
Note 1. Organization, Description of Business
Fitness Champs Holdings Limited
Fitness
Champs Holdings Limited was incorporated in the Cayman Islands on February 15, 2024 under the Companies Act as an exempted company with
limited liability. The authorized share capital was US$
Northen Star
On
December 12, 2023, Northen Star was incorporated in the British Virgin Islands with limited liability. Northen Star is authorized to
issue a maximum of
Fitness Champs Pte Ltd
Fitness
Champs Pte Ltd (“Fitness Champs”) was incorporated in Singapore on December 5, 2012. Fitness Champs is our indirect wholly-owned
subsidiary and has an issued share capital of
Fitness Champs Aquatics Pte Ltd
Fitness
Champs Aquatics Pte Ltd (“Fitness Aquatics”) was incorporated in Singapore on July 15, 2015. Fitness Aquatics is our indirect
wholly-owned subsidiary and has an issued share capital of
Fitness Champs Excellence Sports Academy LLC
Fitness
Champs Excellence Sports Academy LLC (“Fitness Academy”) was incorporated in United Arab Emirates on 30 October 2025. Fitness
Aquatics is our wholly-owned subsidiary and has an issued share capital of
Reorganization
On
June 19, 2024, the initial one share of the Company was transferred by Ms. Lee to Big Treasure Investments Limited (“Big Treasure”)
and each of Big Treasure, Biostar Developments Limited (“Biostar”), Easy Builder Limited (“Easy Builder”), Creative
Path Holdings Limited (“Creative Path”), True Height Limited (“True Height”) and Fuji Investment Limited (“Fuji”)
subscribed for
On
the same day, and contemporaneous with the above transaction, Ms. Lee transferred her entire shareholding interests in Northen Star,
being the
On
October 2, 2024, the Board of Directors approved a restructuring of the Company’s share capital in connection with its proposed
initial public offering. The authorised share capital of the Company, previously consisting of
The Restructuring is considered as a merger of entities under common control. Under the guidance in ASC 805, for transactions between entities under common control, the assets, liabilities and results of operations, are recognized at their carrying amounts on the date of the Restructuring, which requires retrospective combination of the Company, Northen Star, Fitness Champs and Fitness Aquatics for all periods presented. The unaudited interim consolidated financial statements have been prepared as if the existing corporate structure had been in existence throughout all periods. This includes a retrospective presentation for all equity related disclosures, including issued shares and earnings per share, which have been revised to reflect the effects of the reorganization as of December 31, 2023.
After the Restructuring, the Company wholly owns Northen Star, which is domiciled in the British Virgin Islands. Northen Star in turn wholly owns Fitness Champs and Fitness Aquatics, which are all incorporated and domiciled in Singapore. The Company is headquartered in Singapore and conducts its operations domestically.
On
February 12, 2026, the board of directors
On
March 24, 2026, the board of directors
On
April 20, 2026, our board of directors ratified the issuance of an aggregate of
On April 20, 2026, the Company
issued
As of May 12, 2026, the Company had issued an
aggregate of
At an extraordinary general meeting (“EGM”) held
Corporate Structure
Details of the Company and subsidiaries as of June 30, 2026 are set out below:
Schedule of Company and Subsidiaries
| Name | Incorporation Date |
Percentage of effective ownership |
Place of Incorporation |
Fiscal Year | Principal Activities | |||||
| Fitness Champs Holdings Ltd | - | Cayman Islands | December 31 | |||||||
| Northen Star Limited | British Virgin Islands | December 31 | ||||||||
| Fitness Champs Pte Ltd | Singapore | December 31 | ||||||||
| Fitness Champs Aquatics Pte Ltd | Singapore | December 31 | ||||||||
| Fitness Champs Excellence Sports Academy LLC | Dubai, United Arab Emirates | December 31 |
Note 2. Summary of Significant Accounting Policies
The accounting policies applied for the six months ended June 30, 2026 and 2025 are consistent with those of the audited consolidated financial statements for the years ended December 31, 2024 and 2025, as described in those audited consolidated financial statements, except for the adoption of any new and amended accounting principles generally accepted in the United States of America (“US GAAP”) effective after the year ending December 31, 2025 which are relevant to the preparation of the June 30, 2026 unaudited interim consolidated financial statements.
Basis of presentation
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”).
Use of Estimates and Assumptions
The preparation of the unaudited interim consolidated financial statements in conformity with US GAAP requires management of the Company to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the unaudited interim consolidated financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates and judgments.
In preparing the unaudited interim condensed consolidated financial statements, the significant judgments made by management in applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements for the year ended December 31, 2024 and 2025.
Basis of Consolidation
The unaudited interim consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.
On consolidation the entities should be combined for all periods that the relationship of common control started and the transaction would be treated as a capital transaction with any gain or loss on acquisition adjusted through equity. The consolidated entity would not recognize any goodwill and/or gain/losses from the acquisition and results of operations would be presented for all periods under common control.
The unaudited interim consolidated financial statements of the Company were prepared by applying the pooling of interest method. Accordingly, the results of the Company include the results of the subsidiaries for the year ended December 31, 2025 and six months ended June 30, 2025 and 2026. Such manner of presentation reflects the economic substance of the companies, which were under common control throughout the relevant period, as a single economic enterprise, although the legal parent-subsidiary relationships were not established.
Foreign Currency Translation and Transaction
Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statement of operations.
The accompanying consolidated financial statements are presented in Singapore Dollars (“S$”), which is the reporting currency of the Company. The Company and its subsidiaries operate in Singapore and Dubai and maintain their books and records in their respective functional currencies, being Singapore Dollars (“SGD”) and United Arab Emirates Dirhams (“AED”), respectively.
Translation gains and losses that arise from exchange rate fluctuations from transactions denominated in a currency other than the functional currency are translated, as the case may be, at the rate on the date of the transaction and included in the results of operations as incurred.
Translations
of the unaudited interim consolidated balance sheets, unaudited interim consolidated statements of operations and comprehensive income
and unaudited interim consolidated statements of cash flows from S$ into US$ as of and for the six months ended June 30, 2026 are solely
for the convenience of the reader and were calculated at the rate of US$
Cash and cash equivalents
Cash and cash equivalents consist primarily of cash in readily available checking and saving accounts. Cash equivalents consist of highly liquid investments that are readily convertible to cash and that mature within three months or less from the date of purchase. The carrying amounts approximate fair value due to the short maturities of these instruments. The Company maintains most of its bank accounts in Singapore.
Accounts Receivable
Accounts receivables include trade accounts due from customers in the sale of products and services.
Accounts receivables are recorded at the invoiced amount and do not bear interest, which are due within contractual payment terms. The Company seeks to maintain strict control over its outstanding receivables to minimize credit risk. Overdue balances are reviewed regularly by senior management. Management reviews its receivables on a regular basis to determine if the bad debt allowance is adequate and provides allowance when necessary.
The Company makes estimates of expected credit losses for the allowance for doubtful accounts based upon its assessment of various factors, including (i) historical experience, (ii) the age of the accounts receivable balances, (iii) credit quality of its customers, (iv) current economic conditions, (v) reasonable and supportable forecasts of future economic conditions, and other factors that may affect its ability to collect from customers. Expected credit losses are estimated on a pool basis when similar risk characteristics exist using an age-based reserve model. Receivables that do not share risk characteristics are evaluated on an individual basis. Estimates of expected credit losses on trade receivables are recorded at inception and adjusted over the contractual life.
The Company did not recognize any allowance for doubtful accounts and credit losses at June 30, 2026 and 2025.
The Company does not hold any collateral or other credit enhancements over its accounts receivable balances.
Property and Equipment, net
Property and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:
Schedule of Property and Equipment Estimated Useful Lives
| Expected useful life | ||||
| Computer & software | ||||
| Fixtures and fittings | ||||
| Leasehold industrial property | Over the remaining lease term | |||
| Renovations |
Expenditure for repairs and maintenance is expensed as incurred. When assets have retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations.
Intangible Assets
The cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits. Software, technology, and other intangibles with contractual terms are generally amortized over their respective legal or contractual lives. When certain events or changes in operating conditions occur, an impairment assessment is performed and lives of intangible assets with determinable lives may be adjusted.
Intangible assets with finite useful lives are amortized over the estimated economic lives of the intangible assets as follows:
Schedule of Finite Useful Lives are Amortized Intangible Assets
| Expected useful life | ||||
| Software | ||||
| Student portfolio |
Impairment of Long-Lived Assets
In accordance with the provisions of ASC Topic 360, Impairment or Disposal of Long-Lived Assets, all long-lived assets such as property and equipment, right of use and intangible assets owned and held by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets.
Revenue Recognition
The Company receives a certain portion of its non-interest income from contracts with customers, which are accounted for in accordance with Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASC 606”).
ASC 606-10 provided the following overview of how revenue is recognized from the Company’s contracts with customers: The Company recognizes revenue on a gross basis to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.
Step 1: Identify the contract(s) with a customer.
Step 2: Identify the performance obligations in the contract.
Step 3: Determine the transaction price – The transaction price is the amount of consideration in a contract to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer.
Step 4: Allocate the transaction price to the performance obligations in the contract – Any entity typically allocates the transaction price to each performance obligation on the basis of the relative standalone selling prices of each distinct good or service promised in the contract.
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation – An entity recognizes revenue when (or as) it satisfies a performance obligation by transferring a promised good or service to a customer (which is when the customer obtains control of that good or service). The amount of revenue recognized is the amount allocated to the satisfied performance obligation. A performance obligation may be satisfied at a point in time (typically for promises to transfer goods to a customer) or over time (typically for promises to transfer service to a customer).
The Company currently generates its revenue from the following main sources:
Revenue from goods sold and services provided
Revenue is measured based on the consideration specified in a contract with a customer. The Group recognizes revenue when it satisfies a performance obligation by transferring control of promised goods or services to the customer. The amount of revenue recognized is the amount of the transaction price allocated to the satisfied performance obligation. The amount of revenue presented is the amount net of goods and service taxes and discounts and referral rebates.
(i) School-based Swimming Lessons
Revenue from school-based swimming lessons is recognized over time when the Group satisfies its performance obligation by conducting swimming classes to the student.
(ii) Private swimming lessons and aquatic sports
Revenue from private swimming lessons and aquatics sports is recognized over time when the Group satisfies its performance obligation by conducting swimming classes to the student.
(iii) Sales of merchandise
Revenue from sales of merchandise is recognized at a point in time when the Group satisfies its performance obligation by transferring the control of a promised merchandise to the customer.
(iv) Pickleball
Revenue from Pickleball is recognized over time when the Group satisfies its performance obligation by conducting pickleball classes to the student.
Government Grants
A government grant or subsidy is not recognized until there is reasonable assurance that: (a) the enterprise will comply with the conditions attached to the grant; and (b) the grant will be received. When the Company receives government grant or subsidies but the conditions attached to the grants have not been fulfilled, such government subsidies are deferred and recorded under other payables and accrued expenses, and other long-term liability. The classification of short-term or long-term liabilities is dependent on the management’s expectation of when the conditions attached to the grant can be fulfilled.
Selling and Distribution
Selling and distribution expenses include the costs of advertising, promotions and entertainment expenses.
Comprehensive Income
ASC Topic 220, Comprehensive Income, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying statement of shareholder’s equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.
Income Taxes
Income taxes are determined in accordance with the provisions of ASC Topic 740, Income Taxes (“ASC 740”).
Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.
For the year ended December 31, 2025 and six months ended June 30, 2026, the Company did not have any interest and penalties associated with tax positions. As of December 31, 2025 and June 30, 2026, the Company did not have any significant unrecognized uncertain tax positions.
The Company is subject to tax in local and foreign jurisdiction. As a result of its business activities, the Company files tax returns that are subject to examination by the relevant tax authorities.
Leases
Effective from January 1, 2020, the Company adopted the guidance of ASC 842, Leases, which requires an entity to recognize a right-of-use asset and a lease liability for virtually all leases. On February 25, 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842), to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing transactions. ASC 842 requires that lessees recognize right-of-use assets and lease liabilities calculated based on the present value of lease payments for all lease agreements with terms that are greater than twelve months. It requires for leases longer than one year, a lessee to recognize in the statement of financial condition a right-of-use asset, representing the right to use the underlying asset for the lease term, and a lease liability, representing the liability to make lease payments. ASC 842 distinguishes leases as either a finance lease or an operating lease that affects how the leases are measured and presented in the statement of operations and statement of cash flows. ASC 842 supersedes nearly all existing lease accounting guidance under GAAP issued by the Financial Accounting Standards Board (“FASB”) including ASC Topic 840, Leases.
The accounting update also requires that for finance leases, a lessee recognize interest expense on the lease liability, separately from the amortization of the right-of-use asset in the statements of earnings, while for operating leases, such amounts should be recognized as a combined expense. In addition, this accounting update requires expanded disclosures about the nature and terms of lease agreements.
Segment Reporting
ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major clients in financial statements for detailing the Company’s business segments. Based on the criteria established by ASC 280, the Company’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer, who reviews unaudited interim consolidated results when making decisions about allocating resources and assessing performance of the Company. As a whole and hence, the Company has only three reportable segments. As the Company’s long-lived assets are substantially located in Singapore, no geographical segments are presented.
Related Parties
The Company follows the ASC 850-10, Related Party for the identification of related parties and disclosure of related party transactions.
Pursuant to section 850-10-20 the related parties include: a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
Commitments and Contingencies
In the normal course of business, the Company is subject to commitments and contingencies, including operating lease commitments, legal proceedings and claims arising out of its business that relate to a wide range of matters, such as government investigations and tax matters. The Company recognizes a liability for such contingency if it determines it is probable that a loss will occur, and a reasonable estimate of the loss can be made. The Company may consider many factors in making these assessments on liability for contingencies, including historical and the specific facts and circumstances of each matter.
Concentration of credit risk
Financial
instruments consist of cash and cash equivalents and accounts receivable. Cash and cash equivalents are maintained with high credit quality
institutions, the composition and maturities of which are regularly monitored by management. As of December 31, 2025 and June
30, 2026, cash and cash equivalents of S$
For accounts receivable, the Company determines, on a continuing basis, the allowance for doubtful accounts based on the estimated realizable value. The Company identifies credit risk on a customer-by-customer basis. The information is monitored regularly by management. Concentration of credit risk arises when a group of customers having similar characteristics such that their ability to meet their obligations is expected to be affected similarly by changes in economic conditions.
Interest rate risk
The
Company’s interest-rate risk arises from bank borrowings. The Company manages interest rate risk by varying the issuance and maturity
dates of variable rate debt, limiting the amount of variable rate debt, and continually monitoring the effects of market changes in interest
rates. As of December 31, 2025 and June 30, 2026, the borrowing interest rates were at the rate of
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s policy is to ensure that it has sufficient cash to meet its liabilities when they become due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. A key risk in managing liquidity is the degree of uncertainty in the cash flow projections. If future cash flows are fairly uncertain, the liquidity risk increases.
Fair value measurement
The Company follows the guidance of the ASC Topic 820-10, Fair Value Measurement and Disclosure (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:
| Level 1: | Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets; | |
| Level 2: | Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g. Black-Scholes Option-Pricing model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs; and | |
| Level 3: | Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models. |
The carrying value of our financial instruments: cash and cash equivalents, accounts receivable, amount due from director, accounts payable and accrued liabilities are approximated at their fair values because of the short-term nature of these financial instruments.
Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.
Note 3 – Disaggregation of revenue
Schedule of Revenue Recognition Disaggregated by Timing
| 2025 | 2026 | |||||||
| Six Months Ended June 30, | ||||||||
| 2025 | 2026 | |||||||
| S$’000 | S$’000 | |||||||
| Revenue recognition at a single point in time: | ||||||||
| Sales of merchandise | ||||||||
| Revenue recognition over time: | ||||||||
| Swim fees | ||||||||
| Pickleball | - | |||||||
| Revenue recognition disaggregated by timing total | ||||||||
Note 4 - Accounts receivable
As
of December 31, 2025 and June 30, 2026, the Company’s accounts receivable amounted to S$nil and S$
For
the six months ended June 30, 2025 and 2026, the Company has
The Company generally conducts its business with creditworthy third parties. The Company determines, on a continuing basis, the probable losses and an allowance for doubtful accounts, based on several factors including internal risk ratings, customer credit quality, payment history, historical bad debt/write-off experience and forecasted economic and market conditions. Accounts receivable is written off after exhaustive collection efforts occur and the receivable is deemed uncollectible. In addition, receivable balances are monitored on an ongoing basis and its exposure to bad debts is not significant.
Note 5 - Deposits, prepayments and other receivables
At December 31, 2025 and June 30, 2026, deposits, prepayments and other receivables consisted of the following:
Schedule of deposits, prepayments and other receivables
| December 31, | June 30, | |||||||
| 2025 | 2026 | |||||||
| S$’000 | S$’000 | |||||||
| Deposits | ||||||||
| Prepayments | ||||||||
| Other receivables | ||||||||
| Deposits, prepayments and other receivables total | ||||||||
Prepayments primarily comprise an advance payment made in connection with the acquisition of a property. The acquisition of the property was completed on July 3, 2026, subsequent to the reporting date, upon which the advance payment was reclassified to property, plant and equipment.
Note 6 - Property and equipment, net
At December 31, 2025 and June 30, 2026, property and equipment consisted of the following:
schedule of property and equipment, net
| December 31, | June 30, | |||||||
| 2025 | 2026 | |||||||
| S$’000 | S$’000 | |||||||
| Computer and software | ||||||||
| Furniture and fittings | ||||||||
| Leasehold industrial property | ||||||||
| Renovations | ||||||||
| Property and equipment, gross | ||||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | ||||||||
Leasehold Industrial Property under Operating Lease
The
Company owns a leasehold industrial property which is included and classified under property and equipment, as it is not held for sale
or for investment purposes. Although the property is currently leased to third parties under operating lease arrangements, its classification
as property and equipment is appropriate under U.S. GAAP because the property is not held for capital appreciation or investment income,
and rental activities are not part of the Company’s principal operations. The carrying value of the leased industrial property
as of December 31, 2025 and June 30, 2026 is approximately S$
Rental
income recognized for the six months ended June 30, 2025 and 2026 were S$
Depreciation
expenses for the six months ended June 30, 2025 and 2026 were approximately S$
Note 7- Intangible assets
Intangible assets consisted of the following:
Schedule of intangible assets
December 31, 2025 | June 30, 2026 | |||||||
| S$’000 | S$’000 | |||||||
| At cost: | ||||||||
| Purchase software | ||||||||
| Less : Amortization | ( | ) | ( | ) | ||||
| Total | ||||||||
| Student Portfolio | - | |||||||
| Intangible assets gross | - | |||||||
| Less : Amortization | - | ( | ) | |||||
| Total | - | |||||||
| Grand total | ||||||||
| Purchase software | ||||||||
| Student Portfolio | - | |||||||
| Intangible assets net | - | |||||||
| Total | ||||||||
Student portfolios represent student relationships acquired through arrangements with swimming coaches, whereby the coaches’ existing students become customers of the Company. These relationships are expected to generate future economic benefits through the provision of swimming services.
Amortization
expense for the six months ended June 30, 2025 and 2026 were approximately S$
Note 8 - Right of use assets and operating lease liability
Operating lease
On
October 16, 2025, the Company entered into a new lease agreement for a lease term of two years for an office in Singapore for
a contractual lease term of 24 months commencing on January 1, 2026. The Company is committed to pay a total rental fee of approximately
S$
Operating leases are included in the right-of-use assets, other current liabilities and long-term lease liabilities on the unaudited interim Consolidated Balance Sheets. Right-of-use assets and lease liabilities are recognized at each lease’s commencement date based on the present values of its lease payments over its respective lease term. When a borrowing rate is not explicitly available for a lease, the Company’s incremental borrowing rate is used based on information available at the lease’s commencement date to determine the present value of its lease payments. Operating lease payments are recognized on a straight-line basis over the lease term.
At the commencement date of January 1, 2026, the
Company recognized a right-of-use asset of S$
The
Company used a weighted average incremental borrowing rate of
As of December 31, 2025, right-of-use assets were S$ Nil and lease liabilities were S$ Nil.
As
of June 30, 2026, right-of-use assets were S$
Information pertaining to lease amounts recognized in the unaudited interim consolidated financial statements is summarized as follows:
Schedule of future minimum lease payments
| Operating leases | ||||
| S$’000 | ||||
| Six Months Ended June 30, 2026 | ||||
| Less: Imputed interest | - | * | ||
| Present value of operating lease liabilities | ||||
| Operating lease liabilities – current | ||||
Note 9 - Accounts payable and accrued liabilities
At December 31, 2025 and June 30, 2026, accounts payable and accrued liabilities consisted of the following:
Schedule of accounts payables and accrued liabilities
December 31, 2025 | June 30, 2026 | |||||||
| S$’000 | S$’000 | |||||||
| Accounts payable | - | |||||||
| Other payables | ||||||||
| Accrued expenses | ||||||||
| Deposits received | ||||||||
| Deferred revenue | ||||||||
| Accounts payables and accrued liabilities | ||||||||
Other payables comprise non-trade obligations, including wages payable and goods and services tax (“GST”) payable. These amounts are presented as current liabilities as they are expected to be settled within one year of the reporting date.
Deferred revenue is a contract liability that the Company is obligated to transfer services to customers for which the Company has received advance swimming fees from customers in the form of cash. The balance of “deferred revenue” represents unfulfilled performance obligations in the sales agreement, i.e. services that have not yet been rendered. Once the service has been rendered, the amount in “deferred revenue” account is shifted to a revenue account.
Note 10 - Bank borrowings
At December 31, 2025 and June 30, 2026, bank borrowings consisted of the following:
Schedule of bank borrowings
| Term of | Annual | December 31 | June 30 | |||||||||||||
| repayments | interest rate | 2025 | 2026 | |||||||||||||
| S$’000 | S$’000 | |||||||||||||||
| Property loan (secured) | Within | |||||||||||||||
| Total: | ||||||||||||||||
| Representing: - | ||||||||||||||||
| Within 12 months | ||||||||||||||||
| Between 2 – 3 years | ||||||||||||||||
| Over 3 – 5 years | ||||||||||||||||
| Over 5 years | ||||||||||||||||
| Long term debt | ||||||||||||||||
Mortgage
loan of S$
The Company’s bank borrowings currently are guaranteed by a personal guarantee from Joyce Lee Jue Hui, director and shareholder of the Company.
Note 11 - Amount due to director
Amount due to director
The
amount due to director pertains to shareholder loans provided by Ms. Lee to the company to fund the offering costs. The original loan
amount was up to US$
During
the year ended December 31, 2025, the director provided additional advances to the Company amounting to S$
As of the date of this report, the outstanding balance has been fully repaid.
These related parties are controlled by the common shareholders of the Company.
Note 12 - Equity
Authorized Shares
The
Company was established under the laws of the Cayman Islands on February 15, 2024, with authorized share capital of US$
On
June 29, 2026, the shareholders passed ordinary resolutions to increase the Company’s authorized share capital through the creation
of
Issued and Outstanding Shares
On
September 4, 2025, the Company completed the issuance of an additional
On
January 23, 2026, shareholders approved a re-designation of the Company’s authorized share capital into Class A ordinary shares,
Class B ordinary shares, and preferred shares. Accordingly, the authorized share capital of US$
-
-
-
The
On
February 12, 2026, the Company effected a
Immediately following the reverse share split, the Company had
In
accordance with ASC 260, all share and per share amounts presented in these financial statements have been retrospectively adjusted to
reflect the
On April 20, 2026, our board of directors ratified
the issuance of an aggregate of
On
April 20, 2026, the Company issued
As
of May 12, 2026 the Company had issued an aggregate of
On
June 29, 2026, the shareholders passed ordinary resolutions to increase the Company’s authorized share capital through the creation
of
As of June 30, 2026,
In
accordance with ASC 260, all share and per share amounts presented in these financial statements have been retrospectively adjusted to
reflect the
Note 13 – Revenue by segment
In
accordance with ASC 280, Segment Reporting, operating segments are defined as components of an enterprise about which separate financial
information is available that is evaluated regularly by the chief operating decision maker (“CODM”), or decision-making group,
in deciding how to allocate resources and in assessing performance. The Company uses the “management approach” in determining
reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s
chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s
reportable segments. Management, including the chief operating decision maker, reviews operation results by the revenue of different
services. Based on management’s assessment, the Company has determined that it has
| 1. | Swim fees | |
| 2. | Sales of merchandise | |
| 3. | Pickleball |
Information regarding the results of each reportable segment is included below. Performance is measured based on segment revenue and gross profit, as included in the internal management reports that are reviewed by the Company’s CODM. Both segment revenue and gross profit are used to measure performance as management believes that such information is the most relevant in evaluating the level of activities and results of these segments.
Schedule of information by revenue
| S$’000 | S$’000 | S$’000 | S$’000 | |||||||||||||
| For the Six Months Ended June 30, 2025 | ||||||||||||||||
| Swim fees | Sales of merchandise | Pickleball | Total | |||||||||||||
| S$’000 | S$’000 | S$’000 | S$’000 | |||||||||||||
| Revenue | - | |||||||||||||||
| Gross profit (loss) | ( | ) | - | |||||||||||||
| S$’000 | S$’000 | S$’000 | S$’000 | |||||||||||||
| For the Six Months Ended June 30, 2026 | ||||||||||||||||
| Swim fees | Sales of merchandise | Pickleball | Total | |||||||||||||
| S$’000 | S$’000 | S$’000 | S$’000 | |||||||||||||
| Revenue | ||||||||||||||||
| Gross profit (loss) | ( | ) | - | * | ||||||||||||
| -* |
Revenue by Geographic Segment
Schedule of revenue by geographic segment
| 2025 | 2026 | |||||||
For the Six Months Ended June 30, |
||||||||
| 2025 | 2026 | |||||||
| S$’000 | S$’000 | |||||||
| Singapore | ||||||||
| Dubai | - | |||||||
| Revenue | ||||||||
Note 14 - Income tax
The provision for income taxes consisted of the following:
Schedule of provision for income tax
| 2025 | 2026 | |||||||
| For the Six Months Ended June 30, | ||||||||
| 2025 | 2026 | |||||||
| S$’000 | S$’000 | |||||||
| Current year income tax expense | - | - | ||||||
| Over-provision in prior year | - | ( | ) | |||||
| Income tax benefit | - | ( | ) | |||||
The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rate. Our Company’s subsidiaries mainly operate in Singapore that are subject to taxes in the jurisdictions in which they operate, as follows:
Cayman Islands
Fitness Champs Holdings Limited is an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.
BVI
Northen Star Limited is an exempted British Virgin Islands company and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States.
Dubai
Fitness
Champs Excellence Sports Academy LLC is operating in Dubai and is subject to the Dubai tax law at the corporate tax rate at
As
of June 30, 2026, the operation in Dubai incurred S$
Singapore
Fitness
Champs Aquatics Pte Ltd and Fitness Champs Pte Ltd are operating in Singapore and are subject to the Singapore tax law at the corporate
tax rate at
The components of the deferred tax assets are as follows:
Schedule components of the deferred tax assets
December 31, 2025 | June 30, 2026 | |||||||
| S$’000 | S$’000 | |||||||
| Tax loss carrying forwards | ||||||||
| Deferred tax assets | ||||||||
| Valuation allowance | ( | ) | ( | ) | ||||
| Total deferred tax assets, net | - | - | ||||||
As
of June 30, 2026, the operation in Singapore incurred S$
The
Company has provided for a full valuation allowance against the deferred tax assets of S$
As of June 30, 2026, the operation in Singapore incurred
S$
No provision for income tax expenses as we did not have taxable profits for the six months ended June 30, 2025 and 2026.
Below is the reconciliation of the statutory tax rate to the effective tax rate after the adoption of ASU 2023-09:
Schedule of reconciliation of income tax rate
| S$’000 | Effective Tax rate | S$’000 | Effective Tax rate | |||||||||||||
| For the six months ended June 30, | ||||||||||||||||
| 2025 | 2026 | |||||||||||||||
| S$’000 | Effective Tax rate | S$’000 | Effective Tax rate | |||||||||||||
| Income tax expense at Cayman statutory rate | - | - | - | - | ||||||||||||
| Effect of foreign tax rates | ( | ) | % | ( | ) | % | ||||||||||
| Tax effect on non-deductible expenses | - | - | - | % | ||||||||||||
| Tax effect on non-taxable income | - | - | - | - | ||||||||||||
| Corporate tax exemption | - | % | - | - | ||||||||||||
| Deferred tax assets not recognized | - | % | - | % | ||||||||||||
| Effect of lower tax rates in foreign jurisdictions | - | - | - | % | ||||||||||||
| (Over)/Under-provision in prior year | - | - | ( | ) | % | |||||||||||
| Corporate tax rebate | - | - | - | - | ||||||||||||
| Utilization of prior year tax losses | - | - | - | - | ||||||||||||
| Income tax expense/(benefit) | - | - | ( | ) | % | |||||||||||
Uncertain tax positions
The
Company evaluates the uncertain tax position (including the potential application of interest and penalties) based on the technical merits,
and measures the unrecognized benefits associated with the tax positions. The Company did
Note 15 – Related party transactions
In the ordinary course of business, during the six months ended June 30, 2025 and 2026, the Company was involved in certain transactions, either at cost or current market prices, and on the normal commercial terms with related parties, mainly the collection of fees on behalf of the related entities.
Schedule of related party transactions
| Nature of transactions | June 30, 2025 | June 30, 2026 | ||||||
| S$’000 | S$’000 | |||||||
| Director/Shareholder | ||||||||
| - Reimbursement fund for expenses paid on behalf of the Company | ||||||||
| - Other expenses paid on behalf by Joyce Lee Jue Hui | ( | ) | ( | ) | ||||
| - Loan advance to the Company | ( | ) | - | |||||
| - Repayment of loan | ||||||||
Apart from the transactions and balances detailed elsewhere in these accompanying consolidated financial statements, the Company has no other significant or material related party transactions during the years presented.
Note 16 - Concentrations and Risks
Concentrations
(a) Major customers
The Company does not have any significant concentrations of risk related to major customers. Given the dynamic nature of the business, the number of customers fluctuates frequently. Moreover, the individual impact of each customer on the business is minimal. Therefore, we do not anticipate this fluctuation in customer numbers to pose a significant risk to the business.
(b) Major vendors
Due to the nature of the business, we engage in a network of coaches to operate and run our swimming classes. This causes the impact of each coach to be minimal and we do not foresee extreme disruption in the business if some coaches decide to leave the business.
(c) Credit Risk
The Company has adopted a policy of only dealing with creditworthy counterparties. The Company performs ongoing credit evaluation of its counterparties’ financial condition and generally does not require collateral. The Company also considers the probability of default upon initial recognition of assets and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period.
The Company has determined the default event on a financial asset to be when internal and/or external information indicates that the financial asset is unlikely to be received, which could include default of contractual payments due for more than 90 days, default of interest due for more than 365 days or there is significant difficulty of the counterparty.
To minimize credit risk, the Company has developed and maintained its credit risk grading to categorize exposures according to their degree of risk of default. The credit rating information is supplied by publicly available financial information and the Company’s own trading records to rate its major customers and other debtors. The Company considers available reasonable and supportive forward-looking information which includes the following indicators:
| ● | Actual or expected significant adverse changes in business, financial or economic conditions that are expected to cause a significant change to the debtor’s ability to meet its obligations | |
| ● | Internal credit rating | |
| ● | External credit rating and when necessary |
Regardless of the analysis above, a significant increase in credit risk is presumed if a debtor is more than 30 days past due in making contractual payment.
As
of December 31, 2025, there were
As
of June 30, 2026, there was S$
(d) Interest rate risk
As the Company has no significant interest-bearing assets, the Company’s income and operating cash flows are substantially independent of changes in market interest rates.
The
Company’s interest-rate risk arises from bank borrowings. The Company manages interest rate risk by varying the issuance and maturity
dates of variable rate debt, limiting the amount of variable rate debt, and continually monitoring the effects of market changes in interest
rates. As of December 31, 2025 and June 30, 2026, the borrowings comprising a property loan bearing an interest rate of
(e) Exchange rate risk
The Company is exposed to foreign currency exchange rate fluctuations arising from the operations of its overseas subsidiary, whose functional currency is the United Arab Emirates dirham (“AED”). For consolidation purposes, the financial statements of the overseas subsidiary are translated from AED into Singapore dollars (“S$”), with income and expenses translated at average exchange rates for the reporting period and assets and liabilities translated at the closing exchange rate at the reporting date. Accordingly, fluctuations in the AED/S$ exchange rate may affect the amounts reported in the Group’s consolidated financial statements.
The Company cannot guarantee that the current exchange rate will remain steady; therefore, there is a possibility that the Company could post the same amount of profit for two comparable periods and because of the fluctuating exchange rate post higher or lower profit depending on the exchange rate of S$ converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice.
(f) Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s policy is to ensure that it has sufficient cash to meet its liabilities when they become due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. A key risk in managing liquidity is the degree of uncertainty in the cash flow projections. If future cash flows are fairly uncertain, the liquidity risk increases.
Note 17 - Commitments and Contingencies
Litigation — From time to time, the Company may be involved in various legal proceedings and claims in the ordinary course of business.
In April 2026, we and certain of our current and former directors and officers were named as defendants in a securities class action lawsuit, a securities class action lawsuit was filed against the Company and certain of its officers and other parties in the United States District Court for the Southern District of New York (captioned Lim Yen Nee v. Fitness Champs Holdings Ltd., et al., Case No. 1:26-cv-03182) alleging securities fraud under the Securities Exchange Act of 1934, with an amended complaint filed on September 14, 2026. The action was brought on behalf of persons and entities that purchased or otherwise acquired our securities between September 3, 2025 and September 23, 2025. Named defendants include the Company, past and present executives as well as the underwriter on the Company’s initial public offering and its auditors. The complaint alleges that defendants made materially false and/or misleading statements and failed to disclose material adverse facts about the Company’s business, operations, and the true nature of trading activity in its securities. We have engaged legal counsel and are preparing a response to the amended complaint.
We are defending ourselves vigorously, but litigation of this nature is inherently uncertain. We cannot predict the timing, outcome, or consequences of this action, and we are currently unable to estimate the potential loss, if any, associated with its resolution. There can be no assurance that we will prevail in our defense, and we may decide to settle on unfavorable terms.
We or certain of our directors or officers may, from time to time, be the target of similar or additional lawsuits in the future, including putative class actions brought by shareholders. The existence of this and any similar cases, and any adverse outcome—including any appeal of an adverse judgment—could have a material adverse effect on our business, reputation, financial condition, results of operations, cash flows, and the trading price of our securities. Resolution of these matters may consume a significant portion of our cash resources and divert management’s attention from our operations. We may also be subject to claims for indemnification related to these matters, and we cannot predict the impact any such claims may have on our business or financial results.
Our insurance coverage may not be sufficient to cover all costs and damages arising out of these or similar claims, and we may face additional challenges maintaining adequate director and officer liability insurance at reasonable rates as a result of this litigation.
Note 18 - Subsequent Events
On July 3, 2026, the Company obtained a secured mortgage
loan of S$
On September 3, 2026, the Company sold its property
located at 7030 Ang Mo Kio Avenue 5, #09-102, Singapore 569880, for a consideration of S$