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 |
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 |
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
