Fitness Champs sets 15-for-1 Nasdaq share consolidation

Fitness Champs Holdings Limited is implementing a 15-for-1 share consolidation effective March 23, 2026 to help regain compliance with Nasdaq Marketplace Rule 5550(a)(2) and maintain its Nasdaq Capital Market listing.

Rhea-AI Filing Summary

Fitness Champs Holdings Limited is implementing a 15-for-1 share consolidation effective March 23, 2026 to help regain compliance with Nasdaq Marketplace Rule 5550(a)(2) and maintain its Nasdaq Capital Market listing. Each block of 15 ordinary shares will automatically combine into one share, with no action required from shareholders and no fractional shares issued; any fraction will be rounded up to one share.

The company is also reshaping its capital structure. Authorized share capital of US$500,000 is now divided into 80,000,000,000 Class A ordinary shares, 10,000,000,000 Class B ordinary shares and 10,000,000,000 preferred shares, each with a par value of US$0.000005. The 17,000,000 issued shares are re-designated into 8,292,150 Class A ordinary shares carrying one vote per share and 8,707,850 Class B ordinary shares carrying 50 votes per share, creating a dual-class voting structure while keeping total nominal capital unchanged.

Insights

Equity structure and listings analyst

FCHL is tightening its share count and formalizing a dual-class structure to support its Nasdaq listing.

Fitness Champs Holdings approved a 15-for-1 share consolidation, meaning every 15 ordinary shares become 1. This mechanically raises the trading price and reduces the number of shares, a common step for companies aiming to satisfy Nasdaq’s minimum bid-price rule.

Alongside this, the company reclassified its US$500,000 authorized capital into 80 billion Class A, 10 billion Class B, and 10 billion preferred shares at the same par value. The 17,000,000 issued shares become 8,292,150 Class A with one vote and 8,707,850 Class B with 50 votes, giving insiders or key holders significantly higher voting power per Class B share while preserving total nominal capital.

These changes are structural rather than operational and do not, by themselves, change the company’s underlying business performance. Future disclosures in periodic reports will be needed to see how the revised share structure interacts with earnings, capital-raising plans, and Nasdaq compliance over time.

FAQ

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What did Fitness Champs Holdings (FCHL) announce in its March 2026 6-K?

Fitness Champs Holdings announced a 15-for-1 share consolidation effective March 23, 2026 and a reclassification of its authorized and issued share capital into Class A, Class B and preferred shares, aiming to support continued listing on the Nasdaq Capital Market.

How does the 15-for-1 share consolidation affect FCHL shareholders?

Every 15 ordinary shares of Fitness Champs Holdings will automatically combine into one share on March 23, 2026. Shareholders do not need to take action. No fractional shares will be issued; each shareholder instead receives one whole share in place of any resulting fraction.

Why is Fitness Champs Holdings implementing a share consolidation on March 23, 2026?

The stated objective of the share consolidation is to help Fitness Champs Holdings regain compliance with Nasdaq Marketplace Rule 5550(a)(2). Maintaining compliance with this rule is important for preserving the company’s listing on the Nasdaq Capital Market under the symbol FCHL.

How is FCHL changing its authorized share capital and classes of shares?

Fitness Champs Holdings keeps total authorized capital at US$500,000 but reclassifies it into 80 billion Class A ordinary shares, 10 billion Class B ordinary shares and 10 billion preferred shares, all with a par value of US$0.000005 per share, creating more defined share classes.

What happens to the currently issued 17,000,000 FCHL shares after reclassification?

The 17,000,000 issued shares are re-designated into 8,292,150 Class A ordinary shares with one vote each and 8,707,850 Class B ordinary shares with 50 votes each. No preferred shares are issued, introducing a dual-class voting structure without changing total nominal share capital.

Will FCHL’s ticker symbol or CUSIP change after the share consolidation?

After the share consolidation, Fitness Champs Holdings’ Class A ordinary shares will continue trading on the Nasdaq Capital Market under the symbol FCHL. However, they will trade on a split-adjusted basis under a new CUSIP number, G3580P208, starting March 23, 2026.

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Accepted by SEC EDGAR 03/18/2026 - 12:20 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

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

the Securities Exchange Act of 1934

For the month of March 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

(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 ☐

EXHIBITS

99.1 Press release — FCHL to Effect Share Consolidation on March 23, 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: March 18, 2026	By:	/s/ Joyce Lee Jue Hui
	Name:	Joyce Lee Jue Hui
	Title:	Chief Executive Officer & Executive Director

3

Exhibit 99.1

FCHL to Effect Share Consolidation on March 23, 2026

SINGAPORE, March 18, 2026 (GLOBE NEWSWIRE) — Fitness Champs Holdings Limited (“Fitness Champs Holdings”, “FCHL” or the “Company”) (NASDAQ: FCHL), a distinguished aquatic sports education provider in Singapore, today announced that the Company’s board of directors approved on February 12, 2026 that the authorized, issued, and outstanding shares of the Company be consolidated on a 15 for 1 ratio with the marketplace effective date of March 23, 2026.

The objective of the share consolidation is to enable the Company to regain compliance with Nasdaq Marketplace Rule 5550(a)(2) and maintain its listing on Nasdaq.

Beginning with the opening of trading on March 23, 2026, the Company’s Class A ordinary shares will trade on the Nasdaq Capital Market on a split-adjusted basis, under the same symbol “FCHL” but under a new CUSIP number, G3580P208.

As a result of the share consolidation, each 15 ordinary shares outstanding will automatically combine and convert to one issued and outstanding ordinary share without any action on the part of the shareholders. No fractional shares will be issued to any shareholders in connection with the share consolidation, and each shareholder will be entitled to receive one share of the Company in lieu of the fractional share of that class that would have resulted from the share consolidation.

The shares of the Company were re-designated and re-classified such that the currently authorized share capital of the Company shall be re-classified and re-designated from (i) US$500,000 divided into 100,000,000,000 shares of a nominal or par value of US$0.000005 each to (ii) US$500,000 divided into (a) 80,000,000,000 class A ordinary shares of a nominal or par value of US$0.000005 each, (b) 10,000,000,000 class B ordinary shares of a nominal or par value of US$0.000005 each, and (c) 10,000,000,000 preferred shares of a nominal or par value of US$0.000005 each, by the re-designation and re-classification of (x) 79,991,707,850 unissued shares of a nominal or par value of US$0.000005 each into 79,991,707,850 unissued Class A ordinary shares of a nominal or par value of US$0.000005 each, (y) 9,991,292,150 unissued shares of a nominal or par value of US$0.000005 each into 9,991,292,150 unissued Class B ordinary shares of a nominal or par value of US$0.000005 each, and (z) 10,000,000,000 unissued shares of a nominal or par value of US$0.000005 each into 10,000,000,000 unissued Preferred Shares of a nominal or par value of US$0.000005 each, and the currently issued 17,000,000 shares of a nominal or par value of US$0.000005 each in the Company be and are re-designated and re-classified into 8,292,150 Class A ordinary shares of a nominal or par value of US$0.000005 each with 1 vote per share, 8,707,850 Class B ordinary shares of a nominal or par value of US$0.000005 each with 50 votes per share and 0 preferred shares of a nominal or par value of US$0.000005 each, on a one for one basis.

About Fitness Champs Holdings Limited

Fitness Champs Holdings Limited is a distinguished aquatic sports education provider, offering general swimming lessons to children and adults, with ladies-only swimming lessons available, as well as aquatic sports classes such as water polo, competitive swimming and lifesaving. The Company is one of the largest providers of swimming lessons to children enrolled in public schools under the Ministry of Education of Singapore in Singapore through the SwimSafer program, and has been offering private swimming lessons to children, youths and adults under its brand “Fitness Champs” since 2012. The Company aims to make swimming an enjoyable and affordable sport for children and adults, for water safety and as a way of keeping fit and healthy. Fitness Champs also plans to grow into a diversified sports education provider by expanding its offerings to include other sports such as pickleball. For more information, please visit the Company’s website at https://ir.fitnesschamps.sg/.

For investor and media inquiries, please contact:

Email: ir@fitnesschampsaquatics.com

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EX-99.1 9.3 KB