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 April 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 ☐
Pricing
and Closing of Best Efforts Offering
On
April 17, 2026, Fitness Champs Holdings Ltd. (the “Company”) priced a best efforts public offering for the sale of units
as described below for aggregate gross proceeds to the Company of approximately $5 million, before deducting placement agent fees and
other estimated expenses payable by the Company, excluding the exercise of any warrant offered. The offering was comprised of 3,225,000
units (each a “Unit”), consisting of one Class A ordinary share of the Company, par value $0.000075 per share (the “Class
A Ordinary Shares”), or in lieu thereof, a pre-funded warrant (each a “Pre-Funded Warrant”), and one warrant to purchase
one Class A Ordinary Share (each a “Warrant”). The public offering price of the Units was $1.55 per Unit.
Each
of the Warrants will have an exercise price of $2.635 per Class A Ordinary Share and be exercisable beginning on the date of the issuance
date and ending on the six-month anniversary of the issuance date. The Warrants include provisions for cashless exercise if, at the time
of exercise, there is no effective registration statement for the issuance of the underlying Class A Ordinary Shares. The maximum number
of Class A Ordinary Shares issuable upon cashless exercise is 3,225,000 for the Warrants. Additionally, holders of Warrants may effect
a “zero exercise price option,” under which up to 48,375,000 Class A Ordinary Shares may be issuable in aggregate under all
Warrants.
Subject
to limited exceptions, a holder of Pre-Funded Warrants will not have the right to exercise any portion of its Pre-Funded Warrants if
the holder, together with its affiliates, would beneficially own in excess of 4.99% (or, at the election of the holder, such limit may
be increased to up to 9.99%) of the number of Class A Ordinary Shares outstanding immediately after giving effect to such exercise. Each
Pre-Funded Warrant will be exercisable for one Class A Ordinary Share. The purchase price of each Pre-Funded Warrant will be equal to
the price per share minus $0.000075, and the remaining exercise price of each Pre-Funded Warrant will equal $0.000075 per share. The
Pre-Funded Warrants will be immediately exercisable (subject to the beneficial ownership limitation) and may be exercised at any time
until all of the Pre-Funded Warrants are exercised in full. For each Pre-Funded Warrant we sell (without regard to any limitation on
exercise set forth therein), the number of Class A Ordinary Shares we are offering will be decreased on a one-for-one basis.
The
securities in the offering are being offered pursuant to a securities purchase agreement with certain investors (the “Securities
Purchase Agreement”) and the Company’s registration statement on Form F-1 (File No. 333-294575), as amended, which was initially
filed with the Securities and Exchange Commission (the “SEC”) March 24, 2026 and declared effective by the SEC on March 27,
2026.
On
April 17, 2026, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with Univest Securities,
LLC (the “Placement Agent”), pursuant to which the Placement Agent acted as sole placement agent for the offering and would
receive at the closing of the offering a cash fee equal to 5% of the gross proceeds in the offering, a non-accountable expenses allowance
of 1% of the gross proceeds of the offering and reimbursement for legal fees and other out-of-pocket fees, costs and expenses in the
amount of up to $100,000.
Pursuant
to the Securities Purchase Agreement and the Placement Agency Agreement, the Company, its directors, executive officers, and beneficial
owners of 5% or more of our outstanding Class A Ordinary Shares entered into lock-up agreements. Under these agreements, these parties
have agreed, subject to specified exceptions, not to offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of any Class
A Ordinary Shares or Class B ordinary shares, par value $0.000075 per share (the “Class B Ordinary Shares”) or securities
convertible into, or exchangeable or exercisable for, our Class A Ordinary Shares or Class B Ordinary Shares for 90 days from the closing
date of the offering without the prior consent of the Placement Agent.
On
April 17, 2026, the Company issued a press release announcing the pricing of the offering.
The
offering was closed on April 20, 2026. The Company intends to use the net proceeds from the offering for research development, business
expansion, general working capital purposes and other general corporate purposes.
The
foregoing summaries of the terms of each agreement mentioned above are subject to, and qualified in their entirety by, such documents.
This
report does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities
in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification
under the securities laws of any such state or jurisdiction.
EXHIBITS
| 4.1 |
Form of Pre-Funded Warrant |
| 4.2 |
Form of Warrant |
| 10.1 |
Form of Securities Purchase Agreement |
| 10.2 |
Placement Agency Agreement, dated April 17, 2026 |
| 99.1 |
Press Release, dated April 17, 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:
April 22, 2026 |
By: |
/s/ Joyce
Lee Jue Hui |
| |
Name: |
Joyce
Lee Jue Hui |
| |
Title: |
Chief
Executive Officer & Executive Director |
Exhibit
99.1
Fitness
Champs Holdings Limited Announces Pricing of $5 Million Public Offering
Singapore,
April 17, 2026 (Global Newswire) – Fitness Champs Holdings Limited (“Fitness Champs Holdings,” “FCHL”
or the “Company”) Nasdaq: FCHL) (the “Company”), a distinguished aquatic sports education provider in Singapore,
today announced that it has priced a best-efforts public offering with gross proceeds to the Company expected to be approximately $5
million, before deducting placement agent fees and other estimated expenses payable by the Company, excluding the exercise of any warrant
offered.
The
offering is comprised of 3,225,000 units (each a “Unit”), consisting of one Class A ordinary share of the Company, par value
$0.000075 per share (the “Class A Ordinary Shares”), or in lieu thereof, a pre-funded warrant, and one warrant to purchase
one Class A Ordinary Share (each, a “Warrant”). The public offering price of the Units is $1.55 per Unit. Each of the Warrants
will have an exercise price of $2.635 per Class A Ordinary Share and be exercisable beginning on the date of the issuance date and ending
on the six-month anniversary of the issuance date.
The
offering is expected to close on or about April 20, 2026, subject to satisfaction of customary closing conditions. The Company intends
to use the net proceeds from this offering for business expansion, general working capital purposes and other general corporate purposes.
Univest
Securities, LLC is acting as sole placement agent for the offering.
The
securities described above are being offered by the Company pursuant to a registration statement on Form F-1 (File No. 333-294575) previously
filed and declared effective by the Securities and Exchange Commission (the “SEC”) on March 27, 2026. This press release
shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any
state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the
securities laws of any such state or jurisdiction. The offering is being made only by means of a written preliminary prospectus and final
prospectus that will form a part of the registration statement. A final prospectus relating to the offering will be filed with the SEC
and will be available on the SEC’s website at www.sec.gov. Electronic copies of the final prospectus relating to this offering
may be obtained, when available, by contacting Univest Securities, LLC at info@univest.us, or by calling +1 (212) 343-8888.
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/.
Forward-Looking
Statements
Certain
statements in this announcement are forward-looking statements, including, but not limited to, the Company’s proposed offering.
These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections
about future events and financial trends that the Company believes may affect its financial condition, results of operations, business
strategy and financial needs, including the expectation that the offering will be closed. Investors can find many (but not all) of these
statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,”
“anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,”
“would,” “should,” “could,” “may” or other similar expressions. The Company undertakes
no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or
changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these
forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions
investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that
may affect its future results in the Company’s registration statement and other filings with the SEC.
For
investor and media inquiries, please contact:
Email:
ir@fitnesschampsaquatics.com
