Nasdaq flags Fitness Champs (NASDAQ: FCHL) for equity listing shortfall

Rhea-AI Filing Summary

Fitness Champs Holdings Limited reported that it received a Nasdaq notice on May 26, 2026 stating it was not in compliance with Nasdaq Listing Rule 5550(b)(1). The company’s stockholders’ equity was $598,490 as of December 31, 2025, below the required $2,500,000 minimum.

The company does not currently meet alternative standards based on market value of listed securities or net income from continuing operations. Fitness Champs believes that proceeds from a financing completed in May 2026 have restored compliance, but Nasdaq must review and confirm this.

The notice has no immediate impact on trading of its ordinary shares on the Nasdaq Capital Market. Fitness Champs has 45 days, until July 10, 2026, to submit evidence of compliance or a plan to regain compliance and may receive up to 180 days from May 26, 2026 to show it meets the listing rule.

Positive

• None.

Negative

• Nasdaq equity deficiency notice and delisting risk: Nasdaq determined Fitness Champs’ stockholders’ equity of $598,490 as of December 31, 2025 is far below the $2,500,000 minimum and that it fails alternative listing tests, creating a clear risk of panel proceedings and potential delisting if compliance is not demonstrated.

Insights

Equity market and listing standards analyst

Nasdaq equity deficiency raises delisting risk despite recent financing.

Fitness Champs Holdings has been notified by Nasdaq that its stockholders’ equity of $598,490 as of December 31, 2025 falls short of the $2,500,000 minimum required by Nasdaq Listing Rule 5550(b)(1). It also failed alternative tests based on market value of listed securities and net income from continuing operations.

The company states that proceeds from a financing completed in May 2026 should bring it back into compliance, but Nasdaq must review that evidence and formally agree. Until then, the equity shortfall and reliance on recent financing underline balance sheet fragility and dependence on continued access to capital.

Nasdaq has given Fitness Champs 45 days, until July 10, 2026, to confirm compliance or submit a remediation plan, with a possible extension to November 20, 2026. If Nasdaq rejects its evidence or plan, or it fails to regain compliance within any extension, the company faces panel proceedings and potential delisting from the Nasdaq Capital Market.

Key Figures

Stockholders’ equity: $598,490 Nasdaq minimum equity requirement: $2,500,000 Initial response period: 45 calendar days +1 more

4 metrics

Stockholders’ equity $598,490 As of December 31, 2025, reported in Form 10-K

Nasdaq minimum equity requirement $2,500,000 Minimum stockholders’ equity under Nasdaq Listing Rule 5550(b)(1)

Initial response period 45 calendar days Time until July 10, 2026 to confirm compliance or submit plan

Maximum extension period 180 calendar days Potential extension from May 26, 2026 to November 20, 2026

Key Terms

Nasdaq Listing Rule 5550(b)(1), stockholders’ equity, market value of listed securities, net income from continuing operations, +1 more

5 terms

Nasdaq Listing Rule 5550(b)(1) regulatory

"it is not in compliance with Nasdaq Listing Rule 5550(b)(1)"

stockholders’ equity financial

"the stockholders’ equity of the Company of $598,490 as of December 31, 2025"

Stockholders’ equity is the portion of a company’s value that belongs to its owners after subtracting what the company owes from what it owns — like the equity in a house after paying the mortgage. For investors it shows the company’s net worth and can indicate financial strength, a cushion against losses, and the amount potentially available to support dividends or reinvestment; tracking changes helps assess whether the business is building or eroding owner value.

market value of listed securities financial

"did not, as of May 26, 2026, meet the alternatives standards of market value of listed securities"

The market value of listed securities is the total worth of stocks, bonds and other tradable instruments quoted on an exchange, measured using the prices investors are willing to pay right now. It’s calculated by multiplying each security’s current market price by the number of units outstanding and adding those amounts together, like totaling the value of every item in a store at today’s prices. Investors watch this because it shows the size, liquidity and overall health of the market or a company’s publicly traded portion, and it influences index weights, fund allocations and perceived risk.

net income from continuing operations financial

"or net income from continuing operations for compliance with Nasdaq Listing Rule 5550(b)(1)"

Net income from continuing operations is the profit a company earns from its ongoing, day-to-day business after paying costs, interest and taxes, excluding results from businesses it has sold or closed and one-time gains or losses. Investors care because it shows the company's recurring earning power—like comparing a regular paycheck to a one-off bonus—and gives a clearer picture of sustainable profits used to value the business and judge management performance.

Nasdaq Capital Market regulatory

"continue to be listed and traded on the Nasdaq Capital Market"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Form 6-K: How Foreign Companies Report to the SEC →

Accepted by SEC EDGAR 05/29/2026 - 07:30 PM Learn about SEC filing dates

FAQ

What Nasdaq notice did Fitness Champs Holdings (FCHL) receive in May 2026?

Fitness Champs received a Nasdaq notice on May 26, 2026 stating it was not in compliance with Nasdaq Listing Rule 5550(b)(1) because its stockholders’ equity was below $2,500,000 and it did not meet alternative market value or net income standards.

Why is Fitness Champs Holdings (FCHL) not compliant with Nasdaq Listing Rule 5550(b)(1)?

Nasdaq cited Fitness Champs’ stockholders’ equity of $598,490 as of December 31, 2025, which is below the $2,500,000 minimum required. The company also failed to meet alternative compliance tests based on market value of listed securities or net income from continuing operations.

Does the Nasdaq deficiency notice immediately affect FCHL’s Nasdaq listing?

The notice has no immediate impact on Fitness Champs’ listing. Its ordinary shares continue to trade on the Nasdaq Capital Market while it works to show compliance with Nasdaq Listing Rule 5550(b)(1) and other continued listing requirements within the specified timeframes.

How much time does Fitness Champs (FCHL) have to regain Nasdaq compliance?

Fitness Champs has 45 calendar days, until July 10, 2026, to demonstrate compliance or submit a plan. If Nasdaq accepts a remediation plan, the company may receive up to 180 days from May 26, 2026, or until November 20, 2026, to evidence compliance.

How does Fitness Champs plan to address the Nasdaq equity deficiency?

The company believes proceeds from a financing completed in May 2026 have increased stockholders’ equity enough to satisfy Nasdaq Listing Rule 5550(b)(1). It intends to submit evidence of compliance by Nasdaq’s deadline and, if needed, follow with a formal plan to regain compliance.

Could Fitness Champs Holdings (FCHL) be delisted from Nasdaq?

Delisting is possible if Nasdaq rejects Fitness Champs’ compliance evidence or plan, or if it fails to regain compliance within any granted extension. The company would have the right to a hearing before a Nasdaq panel, but there is no assurance any appeal would succeed.

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 May 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 Announces Receipt of Nasdaq Deficiency Letter on May 26, 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: May 29, 2026	By:	/s/ Joyce Lee Jue Hui
	Name:	Joyce Lee Jue Hui
	Title:	Chief Executive Officer & Executive Director

3

Exhibit 99.1

FCHL Receives Nasdaq Deficiency Notice on May 26, 2026

SINGAPORE, May 29, 2026 (GLOBE NEWSWIRE) — On May 26, 2026, Fitness Champs Holdings Limited (“Fitness Champs Holdings”, “FCHL” or the “Company”) (NASDAQ: FCHL), a distinguished aquatic sports education provider in Singapore, received a letter from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that it is not in compliance with Nasdaq Listing Rule 5550(b)(1), because (i) the stockholders’ equity of the Company of $598,490 as of December 31, 2025, as reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, was below the minimum stockholders’ equity requirement of $2,500,000 and (ii) the Company did not, as of May 26, 2026, meet the alternatives standards of market value of listed securities or net income from continuing operations for compliance with Nasdaq Listing Rule 5550(b)(1). Based on the proceeds of funds from a financing completed in May 2026, the Company believes it is now in compliance with the stockholders’ equity requirements of Nasdaq Listing Rule 5550(b)(1); however the final determination of compliance is subject to review and approval by Nasdaq.

Nasdaq’s letter has no immediate impact on the listing of the Company’s ordinary shares, which will continue to be listed and traded on the Nasdaq Capital Market, subject to the Company’s compliance with the other continued listing requirements. Nasdaq’s letter provides the Company with 45 calendar days, or until July 10, 2026, to either confirm compliance or submit a plan to regain compliance. If the Company is not deemed to have regained compliance and instead submits a plan to regain compliance and the plan is accepted, the Company may be granted up to 180 calendar days from May 26, 2026 (or until November 20, 2026), to evidence compliance. In the event the plan is not accepted by Nasdaq or, in the event the plan is accepted and the extension granted but the Company fails to regain compliance within the plan period, the Company would have the right to a hearing before a panel pursuant to the procedures set forth in the applicable Nasdaq Listing Rules. However, there can be no assurance that, if the Company does appeal any delisting determination by Nasdaq to a panel, that such appeal would be successful.

While the Company believes it now is compliance, in the event Nasdaq determines it is not in compliance, the Company will take all reasonable measures available to regain compliance under the Nasdaq Listing Rules and remain listed on Nasdaq. The Company is currently evaluating its available options to regain compliance with the Nasdaq Listing Rule 5550(b)(1) and intends to submit evidence of compliance by the deadline set by Nasdaq, and if that is not accepted, than will submit a plan to regain compliance by the deadline set by Nasdaq. However, there can be no assurance that Nasdaq will determine that the Company will be in compliance nor that the Company’s plan will be accepted by Nasdaq, and that it be able to regain compliance with Nasdaq Listing Rule 5550(b)(1), maintain compliance with the other Nasdaq listing requirements or be successful in appealing any delisting determination.

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 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 8.0 KB