Large voting bloc backs FCHL (NASDAQ: FCHL) share consolidation plan
Rhea-AI Filing Summary
Fitness Champs Holdings Limited has called an Extraordinary General Meeting on March 20, 2026 in Singapore to seek shareholder approval for a broad share consolidation authorization and related implementation powers for directors and officers.
Proposal 1 would authorize a consolidation of all issued and unissued shares at a ratio between one (1)-for-two (2) and one (1)-for-two hundred-fifty (250), with the exact ratio to be set by the Board within 180 days, primarily to help the company comply with Nasdaq Listing Rule 5550(a)(2) requiring a minimum US$1.00 bid price. Proposal 2 would authorize directors and officers to take any action needed to implement the approved consolidation.
As of the February 24, 2026 record date, there were 552,810 Class A Ordinary Shares and 580,524 Class B Ordinary Shares outstanding. Joyce Lee Jue Hui holds approximately 51% of the outstanding Ordinary Shares and approximately 98.13% of the voting rights, and has indicated she intends to vote in favor of both proposals, which would be sufficient to approve them if quorum is met.
Positive
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Negative
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Insights
FCHL seeks flexible reverse split authority to support Nasdaq listing.
Fitness Champs Holdings Limited is asking shareholders to authorize a significant share consolidation range of one (1)-for-two (2) up to one (1)-for-two hundred-fifty (250). The stated purpose is to help maintain compliance with Nasdaq’s US$1.00 minimum bid price requirement.
The Board would choose the final ratio within 180 days or abandon the consolidation, giving discretion to react to future trading levels. The company notes potential downsides, including lower liquidity and negative investor perception, and acknowledges there is no assurance the consolidation will secure long-term listing.
Voting control is highly concentrated: as of the February 24, 2026 record date, Joyce Lee Jue Hui holds 580,524 Class B Ordinary Shares, representing approximately 51% of outstanding Ordinary Shares and approximately 98.13% of voting rights. If quorum is achieved at the March 20, 2026 meeting, her stated intention to vote for the proposals is sufficient to secure approval.
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 February 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 hold Extraordinary General Meeting on March 20, 2026 |
| 99.2 | Notice of Extraordinary General Meeting |
| 99.3 | Proxy Statement for Extraordinary General Meeting |
| 99.4 | Proxy Card for Extraordinary General Meeting |
| 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: February 27, 2026 | By: | /s/ Joyce Lee Jue Hui |
| Name: | Joyce Lee Jue Hui | |
| Title: | Chief Executive Officer & Executive Director | |
| 3 |
Exhibit 99.1
FCHL to Hold Extraordinary General Meeting on March 20, 2026
SINGAPORE, February 27, 2026 (GLOBE NEWSWIRE) — Fitness Champs Holdings Limited (“Fitness Champs Holdings”, “FCHL” or the “Company”) (NASDAQ: FCHL), a distinguished aquatic sports education provider in Singapore, will hold an Extraordinary General Meeting of Shareholders (the “EGM”) at 7030 Ang Mo Kio Street, Avenue 5, #04-48, North Star@AMK, Singapore at 10 a.m. (Singapore Time) on March 20, 2026 (9 p.m. Eastern Standard Time on March 19, 2026).
Holders of the Company’s class A ordinary shares (the “Class A Ordinary Shares”) and class B ordinary shares (the “Class B Ordinary Shares”) and, together with the Class A Ordinary Shares, the “Ordinary Shares”) listed in the register of members of the Company at the close of business on February 24, 2026 (Singapore Time) are entitled to receive notice of, and vote at, the EGM or at any adjournment or postponement that may take place.
Copies of the Notice of the EGM, which sets forth the resolutions to be proposed and for which adoption from shareholders is sought, the Proxy Statement and the Proxy Card are available on the Investor Relations section of the Company’s website at https://FCHLworks.com.sg and on the SEC’s website at www.sec.gov.
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
Exhibit 99.2
7030 Ang Mo Kio Street, Avenue 5, #04-48,
North Star@AMK, Singapore
NOTICE OF EXTRAORDINARY GENERAL MEETING OF MEMBERS
TO BE HELD ON MARCH 20, 2026
NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting (the “Meeting”) of the members (the “Members”) of Fitness Champs Holdings Limited, a Cayman Islands exempted company (the “Company”) to be held at 7030 Ang Mo Kio Street, Avenue 5, #04-48, Singapore, at 10 a.m. (Singapore Time) on March 20, 2026 for the purpose of considering and, if thought fit, passing (with or without amendments) the following resolutions:
| Proposal 1. | Share Consolidation: |
| (A) | a share consolidation of the Company’s all issued and unissued shares of whatever classes and series be approved at a ratio of not less than one (1)-for-two (2) and not more than one (1)-for-two hundred-fifty (250) (the “Range”), with the exact ratio to be set at a whole number within this Range to be determined by the Board of the Directors of the Company (the “Board”) in its sole discretion within 180 calendar days after the date of passing of these resolutions (the “Share Consolidation”); and |
| (B) | in respect of any all fractional entitlements to the issued consolidated shares resulting from the Share Consolidation, if so determined by the Board in its sole discretion, the directors be and are hereby authorized to settle as they consider expedient any difficulty which arises in relation to the Share Consolidation, including but without prejudice to the generality of the foregoing capitalizing all or any part of any amount for the time being standing to the credit of any reserve or fund of the Company (including its share premium account and profit and loss account) whether or not the same is available for distribution and applying such sum in paying up unissued shares to be issued to shareholders of the Company to round up any fractions of shares issued to or registered in the name of such shareholders of the Company following or as a result of the Share Consolidation; and |
| Proposal 2: | Authorization of Directors and Officers: Authorization of each of the directors and officers of the Company to take any and every action that might be necessary to effect the foregoing resolutions as such director or officer, in his or her absolute discretion, thinks fit. |
The foregoing items of business are more fully described in the proxy statement accompanying this notice. We are not aware of any other business to come before the Meeting. The board of directors of the Company (the “Board of Directors”) unanimously recommends that the shareholders vote “FOR” for all the items.
The Board reserves its right to determine not to proceed with, and abandon, the Share Consolidation contemplated above if it determines in its sole discretion that implementing the Share Consolidation is not in the best interests of the Company and its Shareholders. As such, if the Board did not determine a ratio within such 180-day period, the Share Consolidation would not proceed and will be abandoned.
The Board of Directors of the Company has fixed the close of business on February 24, 2026 (Singapore time) as the record date (the “Record Date”) for determining the members entitled to receive notice of and to vote at the Meeting or any adjourned or postponed meeting thereof. Accordingly, only Members at the close of business on the Record Date are entitled to attend and vote at the Meeting or at any adjournment or postponement that may take place.
All Members are cordially invited to attend the Meeting in person. Regardless of your plan to attend/not attend the Meeting, please vote either over the Internet or by completing the enclosed proxy card and signing, dating, and returning it promptly. Sending in your proxy will not prevent you from voting in person at the Meeting.
The notice of the Meeting, this proxy statement, and the proxy card will be sent to shareholders on or about March 3, 2026.
It is important that your shares are represented at the Meeting. We urge you to review the attached proxy statement and, whether or not you plan to attend the Meeting in person, please vote your shares promptly by casting your vote via the internet or, if you prefer to mail your proxy or vote instructions, please complete, sign, date, and return your proxy or vote instruction form in the pre-addressed envelope provided, which requires no additional postage if mailed in the United States. You may revoke your vote by submitting a subsequent vote over the internet or by mail before the Meeting, or by voting in person at the Meeting.
If you plan to attend the Meeting in person, please notify us of your intentions. This will assist us with meeting preparations. If your shares are not registered in your own name and you would like to attend the Meeting, please follow the instructions contained in the proxy materials that are being mailed to you and any other information forwarded to you by your broker, trust, bank, or other holder of record to obtain a valid proxy from it. This will enable you to gain admission to the Meeting and vote in person.
The Notice of the Extraordinary General Meeting of Members, the Proxy Card and the Proxy Statement are also available through our website at fitnesschamps.sg.
By Order of the Board of Directors,
Joyce Lee Jue Hui
Chief Executive Officer & Executive Director
February 27, 2026
Exhibit 99.3
FITNESS CHAMPS HOLDINGS LIMITED
7030 Ang Mo Kio Street, Avenue 5, #04-48, Singapore
PROXY STATEMENT
General
This proxy statement and the accompanying proxy are being furnished with respect to the solicitation of proxies by our Board of Directors for an Extraordinary general meeting of members (the “Meeting”) to be held at 10 a.m. (Singapore Time) on March 20, 2026 or at any adjournment or postponement thereof. The Meeting will be held at 7030 Ang Mo Kio Street, Avenue 5, #04-48, Singapore.
We will send or make these proxy materials available to shareholders on or about March 3, 2026.
PURPOSE OF THE EXTRAORDINARY GENERAL MEETING
Proposal 1: to approve, as an ordinary resolution that:
Share Consolidation:
| (A) | a share consolidation of the Company’s all issued and unissued shares of whatever classes and series be approved at a ratio of not less than one (1)-for-two (2) and not more than one (1)-for-two hundred-fifty (250) (the “Range”), with the exact ratio to be set at a whole number within this Range to be determined by the Board of the Directors of the Company (the “Board”) in its sole discretion within 180 calendar days after the date of passing of these resolutions (the “Share Consolidation”); and |
| (B) | in respect of any all fractional entitlements to the issued consolidated shares resulting from the Share Consolidation, if so determined by the Board in its sole discretion, the directors be and are hereby authorized to settle as they consider expedient any difficulty which arises in relation to the Share Consolidation, including but without prejudice to the generality of the foregoing capitalizing all or any part of any amount for the time being standing to the credit of any reserve or fund of the Company (including its share premium account and profit and loss account) whether or not the same is available for distribution and applying such sum in paying up unissued shares to be issued to shareholders of the Company to round up any fractions of shares issued to or registered in the name of such shareholders of the Company following or as a result of the Share Consolidation; and |
Proposal 2: to approve, as an ordinary resolution that:
Each of the directors and officers of the Company is authorized to take any and every action that might be necessary to effect the foregoing resolutions as such director or officer, in his or her absolute discretion, thinks fit.
Why did I receive these materials?
Our Members as of the close of business on February 24, 2026, which we refer to as the “Record Date”, are entitled to vote at our Extraordinary general meeting (the “Meeting”) of members (“Members”), which will be held on March 20, 2026. As a Member, you are invited to attend the Meeting and are requested to vote on the items of business described in this proxy statement. This proxy statement provides notice of the Meeting, describes the proposals presented for Member action, and includes other information about the Company. The accompanying proxy card enables Members to vote on the matters without having to attend the Extraordinary Meeting in person.
The cost of soliciting these proxies, consisting of the printing, handling, and mailing of the proxy notice, and the actual expense incurred by brokerage houses, custodians, nominees, and fiduciaries in forwarding proxy materials to the beneficial owners of the ordinary shares, will be paid by the Company.
In order to assure that there is a quorum, it may be necessary for certain officers, directors, regular employees, and other representatives of the Company to solicit proxies by telephone, facsimile, or in person. These persons will receive no extra compensation for their services.
How many votes do I have?
You will be entitled to one vote for each outstanding ordinary share of the Company you own as of the Record Date. As of the Record Date, there were 552,810 Class A Ordinary Shares and 580,524 Class B Ordinary Shares outstanding and eligible to vote, which Ordinary Shares outstanding reflects the share consolidation approved by shareholders at the extraordinary general meeting that took place on January 23, 2026, with a fifteen (15)-to-one (1) consolidation ratio that was set and approved by our board of directors on February 12, 2026 (the “First Share Consolidation”).
How many shares must be present or represented to conduct business at the Meeting?
At the Meeting, two (2) Members entitled to vote and present in person or by proxy or (in the case of a Member being a corporation) by its duly authorized representative representing not less than one-third of all votes attaching to the total issued and paid up share capital of the Company in the Company throughout the meeting shall form a quorum for all purposes. Based on the 552,810 Class A Ordinary Shares (with one vote each) and 580,524 Class B Ordinary Shares (with 50 votes each) outstanding on the Record Date, the holders of our outstanding shares representing at least 9,859,670 votes will be required to establish a quorum. Proxies received but marked as abstentions, votes withheld, and broker “non-votes” will be included in the calculation of the number of votes considered present at the Meeting. Abstentions and broker “non-votes” are counted as present or represented for purposes of determining the presence or absence of a quorum. A broker “non-vote” occurs when a broker holding Ordinary Shares for a beneficial owner votes on one proposal but does not vote on another proposal because, in respect of such other proposal, the broker does not have discretionary voting power and has not received instructions from the beneficial owner.
How can I vote my Ordinary Shares in person at the Meeting?
Ordinary Shares held in your name as the Member of record may be voted by you in person at the Meeting. Ordinary Shares held by you beneficially in “street name” through a broker, bank, or other nominee may be voted by you in person at the Meeting only if you obtain a legal proxy from the broker, bank, or other nominee that holds your shares giving you the right to vote the Ordinary Shares.
How can I vote my shares without attending the Meeting?
Whether you hold Ordinary Shares directly as the Member of record or beneficially in “street name,” you may direct how your Ordinary Shares are voted without attending the Meeting. If you are a Member of record (that is if your Ordinary Shares are registered directly in your name with our transfer agent), you must complete and properly sign and date the accompanying proxy card and return it to us and it will be voted as you direct. If you are a Member of record and attend the Meeting, you may complete and deliver your completed proxy card in accordance with the instructions printed thereon. If you hold Ordinary Shares beneficially in “street name,” you may vote by submitting voting instructions to your broker, bank, or other nominee.
Can I vote by telephone or electronically?
If you are a Member of record, you may vote electronically through the Internet, by following the instructions included with your proxy card. If your Ordinary Shares are held in “street name,” please check your proxy card or contact your broker, bank, or other nominee concerning voting electronically and the deadline for such voting. You may not vote by telephone.
Can I change my vote after I return my proxy card?
Yes. If you are a Member of record, you may revoke or change your vote at any time before the proxy is exercised by delivering a notice of revocation to our Chief Financial Officer at nyokeyee@fitnesschampsaquatics.com, or by signing a proxy card bearing a later date, or by attending the Meeting and voting in person.
For Ordinary Shares you hold beneficially in “street name,” you may change your vote by submitting new voting instructions to your broker, bank, or other nominee or, if you have obtained a legal proxy from your broker, bank, or other nominee giving you the right to vote your Ordinary Shares, by attending the Meeting and voting in person. If you are a Member of record, the powers of the proxy holder will be suspended if you attend the Meeting in person and so request, although attendance at the Meeting will not by itself revoke a previously granted proxy.
Who counts the votes?
Votes will be counted by TranShare, 17755 US Hwy 19 N, Clearwater, FL 33764 (“TranShare”), our transfer agent, who will act as master tabulator; however, no representatives of TranShare will attend the Meeting. If you are a Member of record, your signed proxy card is returned directly to TranShare for tabulation. If you hold your Ordinary Shares in “street name” through a broker, bank, or other nominee, your broker, bank, or other nominee will return one proxy card to TranShare on behalf of its clients.
What are the Board of Directors’ recommendations?
Unless you give other instructions on your proxy card, the person named as proxy holder on the proxy card will vote in accordance with the recommendations of the Board of Directors. The Board of Directors’ recommendation is set forth together with the description of each item in this proxy statement. In summary, the Board of Directors recommends:
FOR Proposal 1: to approve, as an ordinary resolution that:
Share Consolidation:
| (C) | a share consolidation of the Company’s all issued and unissued shares of whatever classes and series be approved at a ratio of not less than one (1)-for-two (2) and not more than one (1)-for-two hundred- fifty (250) (the “Range”), with the exact ratio to be set at a whole number within this Range to be determined by the Board of the Directors of the Company (the “Board”) in its sole discretion within 180 calendar days after the date of passing of these resolutions (the “Share Consolidation”); and | |
| (D) | in respect of any all fractional entitlements to the issued consolidated shares resulting from the Share Consolidation, if so determined by the Board in its sole discretion, the directors be and are hereby authorized to settle as they consider expedient any difficulty which arises in relation to the Share Consolidation, including but without prejudice to the generality of the foregoing capitalizing all or any part of any amount for the time being standing to the credit of any reserve or fund of the Company (including its share premium account and profit and loss account) whether or not the same is available for distribution and applying such sum in paying up unissued shares to be issued to shareholders of the Company to round up any fractions of shares issued to or registered in the name of such shareholders of the Company following or as a result of the Share Consolidation; and |
FOR Proposal 2: to approve, as an ordinary resolution that:
Each of the directors and officers of the Company is authorized to take any and every action that might be necessary to effect the foregoing resolutions as such director or officer, in his or her absolute discretion, thinks fit.
Joyce Lee Jue Hui, our Chief Executive Director and one of our Executive Directors, holds approximately 51% of FCHL. Ms. Lee has advised the Company that she intends to vote the 580,524 Class B Ordinary Shares (reflecting the Class B Ordinary Shares outstanding after accounting for the First Share Consolidation) representing approximately 51% of the outstanding Ordinary Shares and approximately 98.13% of the voting rights attached to all outstanding Ordinary Shares as of the Record Date in favor of the proposals above. In the event a minimum quorum (being two (2) Members entitled to vote and present in person or by proxy or (in the case of a Member being a corporation) by its duly authorized representative representing not less than one-third of all votes attaching to the total issued and paid up share capital of the Company in the Company throughout the meeting) is present throughout the Meeting, the shares held of record by Ms. Lee and voted in favor of the above proposals will be sufficient to approve Proposals 1 and .
PROPOSAL 1
SHARE CONSOLIDATION
Purpose of Share Consolidation
The Company’s Class A Ordinary Shares are listed on The Nasdaq Capital Market under the trading symbol of “FCHL.” In order for the Class A Ordinary Shares to continue to be listed on The Nasdaq Capital Market, the Company must satisfy various listing standards established by Nasdaq. Among others, Nasdaq Listing Rule 5550(a)(2) requires that listed shares maintain a minimum bid price of US$1.00 per share (the “Bid Price Rule”). To enhance the Company’s ability to retain the compliance with the Bid Price Rule, the Board believes that it is in the best interest of the Company and the shareholders to provide shareholders’ authorization to the Board to effect the Share Consolidations within the Range or not to pursue a Share Consolidation at all to be determined by the Board in its sole discretion within 180 days after the shareholders’ approval to provide such authorization to the Board.
The Board believes that the delisting of its shares from The Nasdaq Capital Market would likely result in decreased liquidity. Such decreased liquidity would result in the increase in the volatility of the trading price of its shares, a loss of current or future coverage by certain analysts and a diminution of institutional investor interest. In addition, the Board believes that such delisting could also cause a loss of confidence of corporate partners, customers and employees, which could harm the Company’s business and future prospects.
The Board believes that it is in the best interest of the Company and the shareholders to authorize the Board to effectuate a share consolidation to increase the market price of the shares of the Company to meet the Bid Price Rule. As a result, the Board is soliciting shareholders’ approval of the authorization to the Board to effect the Share Consolidation within Range to be determined by the Board in its sole discretion within 180 calendar days after the shareholders’ approval (and if the Board did not determine a ratio within such 180-day period, the Share Consolidation would not proceed and will be abandoned), and to provide authorization to the Board to settle as it considers expedient any difficulty which arises in relation to any consolidation of shares of the Company to round up any fractions of shares of the Company issued to or registered in the name of such shareholders of the Company following or as a result of the Share Consolidation.
In evaluating whether or not to conduct the Share Consolidation, the Board considered various negative factors associated with such corporate action. These factors include: the negative perception of a share consolidation held by some investors, analysts and other stock market participants; the fact that the share prices of some companies and the Company that have been effected by share consolidation have subsequently declined back to pre-consolidation levels; the adverse effect on liquidity that might be caused by a reduced number of shares outstanding; and the costs associated with implementing a share consolidation.
The Board considered these factors, and the potential harm of being delisted from The Nasdaq Capital Market. The Board determined that continued listing on The Nasdaq Capital Market is in the best interest of the Company and its shareholders, and that the Share Consolidation is probably necessary to maintain the listing of the Company’s Class A Ordinary Shares on The Nasdaq Capital Market.
In addition, there can be no assurance that, after the Share Consolidation, the Company will be able to maintain the listing of the Class A Ordinary Shares of the Company on The Nasdaq Capital Market. The Nasdaq Capital Market maintains several other continued listing requirements currently applicable to the listing of the Class A Ordinary Shares of the Company. Shareholders should recognize that if the Share Consolidation is effected, they will own a smaller number of Class A Ordinary Shares of the Company than they currently own. While the Company expects that the Share Consolidation will result in an increase in the market price of the relevant shares of the Company, it may not increase the market price of the relevant shares of the Company in proportion to the reduction in the number of t Class A Ordinary Shares of the Company outstanding or result in a permanent increase in the market price (which depends on many factors, including but not limited to our performance, prospects and other factors that may be unrelated to the number of shares outstanding).
If the Share Consolidation is effected and the market price of the Class A Ordinary Shares of the Company declines, the percentage decline as an absolute number and as a percentage of the Company’s overall market capitalization may be greater than would occur in the absence of the Share Consolidation. Furthermore, the liquidity of the Class A Ordinary Shares of the Company could be adversely affected by the reduced number of shares that would be outstanding after the Share Consolidation. Accordingly, the Share Consolidation may not achieve the desired results that have been outlined above.
Fractional Shares
No fractional shares shall be issued if the Share Consolidation is effected. Upon approval of Proposal 4, the directors will be authorized to settle as they consider expedient any difficulty which arises in relation to such fractional shares, including but not limited to rounding down any fractions of shares for issuing to such shareholders of the Company who are entitled to fractional shares following or as a result of the Share Consolidation.
Effects of the Share Consolidation
Authorized Shares and Unissued Shares
At the time the Share Consolidation is effective, subject to passing of the Redesignation and Reclassification of Share Capital and the adoption of the Amended and Restated Memorandum and Articles of Association, our authorized shares will be consolidated at the ratio between one (1)-for-two (2) and one (1)-for-two hundred-fifty (250), accompanied by a corresponding increase in the par value of the shares of the Company, with the exact ratio to be set at a whole number within this range, to be determined by the Board.
Issued and Outstanding Shares
The Share Consolidation will also reduce the number of issued and outstanding shares of the Company at the ratio between one (1)-for-two (2) and one (1)-for-two hundred-fifty (250), accompanied by a corresponding increase in the par value of the shares of the Company, with the exact ratio to be set at a whole number within this range, to be determined by the Board.
Each shareholder’s proportionate ownership of the issued and outstanding shares of the Company immediately following the effectiveness of the Share Consolidation would remain the same, with the exception of adjustments related to the treatment of fractional shares (see above).
Proportionate adjustments will be made based on the ratio of the Share Consolidation to the per share exercise price and the number of shares issuable upon the exercise or conversion of all outstanding options, warrants, convertible or exchangeable securities entitling the holders to purchase, exchange for, or convert into, our ordinary shares. This will result in approximately the same aggregate price being required to be paid under such options, warrants, convertible or exchangeable securities upon exercise, and approximately the same value of the Class A Ordinary Shares of the Company being delivered upon such exercise, exchange or conversion, immediately following the Share Consolidation as was the case immediately preceding the Share Consolidation.
Procedure for Implementing the Share Consolidation
As soon as practicable after the effective date of the Share Consolidation if the Board determines to proceed with it, the Company’s shareholders will be notified that the Share Consolidation has been effected through filing with SEC by the Company. The Company expects that its transfer agent, TranShare, will act as exchange agent for purposes of implementing the exchange of share certificates. If needed, holders of pre-consolidation shares will be asked to surrender to the exchange agent certificates representing pre-consolidation shares in exchange for certificates representing post-consolidation shares or, in the case of holders of non-certificated shares, such proof of ownership as required by the exchange agent, in accordance with the procedures to be set forth in a letter of transmittal that the Company will send to its registered shareholders. No new share certificates will be issued to a shareholder until such shareholder has surrendered such shareholder’s outstanding share certificate(s) together with the properly completed and executed letter of transmittal to the exchange agent.
SHAREHOLDERS SHOULD NOT DESTROY ANY SHARE CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNTIL REQUESTED TO DO SO.
Banks, brokers or other nominees will be instructed to effect the Share Consolidation for their beneficial holders holding shares in “street name.” However, these banks, brokers or other nominees may have different procedures from those that apply to registered shareholders for processing the Share Consolidation. If a shareholder holds shares with a bank, broker or other nominee and has any questions in this regard, shareholders are encouraged to contact their bank, broker or other nominee.
The affirmative vote of a simple majority of the votes of the holders of Ordinary Shares voting present in person or by proxy or, in the case of an ordinary shareholder being a corporation, by its duly authorized representative and voting at the Meeting will be required to approve this proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 1, THE SHARE CONSOLIDATION.
PROPOSAL 2
AUTHORIZATION OF DIRECTORS AND OFFICERS
Proposal 2 is a general power to be granted to directors and officers of the Company to take any and every action to implement the matters in Proposal 1.
The affirmative vote of a simple majority of the votes of the holders of ordinary shares voting present in person or by proxy or, in the case of an ordinary shareholder being a corporation, by its duly authorized representative and voting at the Meeting will be required to approve this proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 2, THE AUTHORIZATION OF each of the directors and officers of the Company to take any and every action that might be necessary to effect the foregoing resolutions as such director or officer, in his or her absolute discretion, thinks fit.
OTHER MATTERS
We know of no other matters to be submitted to the Meeting. If any other matters properly come before the Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares they represent as the Board of Directors may recommend.
By Order of the Board of Directors,
Joyce Lee Jue Hui
Chief Executive Director & Executive Director
Exhibit 99.4
FITNESS CHAMPS HOLDINGS LIMITED
PROXY CARD
THIS PROXY CARD IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF FITNESS CHAMPS HOLDINGS LIMITED FOR AN EXTRAORDINARY GENERAL MEETING OF MEMBERS TO BE HELD ON MARCH 20, 2026.
The undersigned, a holder of ____________________________Ordinary Shares of Fitness Champs Holdings Limited, a Cayman Islands exempted company (the “Company”), hereby acknowledges receipt of the notice of this Extraordinary general meeting of members of the Company (the “Meeting”) (the “Notice”) and proxy statement, and hereby appoints
_________________________________________________________________ (insert name) or failing him/her, Ms. Joyce Lee, or any one executive director or chief executive officer of the Company, with full power to each of substitution, on behalf and in the name of the undersigned, to represent the undersigned as proxy at the Meeting to be held at 7030 Ang Mo Kio Street, Avenue 5, #04-48, Singapore, at 10 a.m. (Singapore Time) on March 20, 2026 and at any adjournment or postponement thereof, and to vote all the aforesaid Ordinary Shares which the undersigned would be entitled to vote if then and there personally present, on the matters set forth below (i) as specified by the undersigned below (and if not specified, in the discretion of the proxy), all as set forth in the Notice and in the proxy statement furnished herewith, and (ii) in the discretion of the proxy upon such other business as may properly come before the Meeting.
This proxy when properly executed will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this proxy will be voted at the discretion of the holder of the proxy “FOR” the following proposed resolutions:
Resolutions
Proposal 1: share consolidation of the Company’s issued and unissued shares, at a ratio of not less than the Range, with the exact ratio to be set at a whole number within this Range to be determined by the Board of the Directors of the Company.
| For | Against | Abstain | ||
| ☐ | ☐ | ☐ |
Proposal 2: Authorization of each of the directors and officers of the Company to take any and every action that might be necessary to effect the foregoing resolutions as such director or officer, in his or her absolute discretion, thinks fit.
| For | Against | Abstain | ||
| ☐ | ☐ | ☐ |
| Dated: ___________, 2026 |
| Shareholder Name: |
| Signature |
This Proxy Card must be signed by the person registered in the register of members of the Company at the close of business on March 19, 2026 (Singapore Time). In the case of a corporation, this Proxy Card must be executed by a duly authorized officer or attorney. The description of each resolution herein is by way of summary only. The full text appears in the Notice. Capitalised terms shall bear the same meaning as defined in the Notice unless otherwise defined herein.
NOTES
| 1. | A holder of the proxy need not be a shareholder of the Company. A shareholder entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote in his/her stead. Please insert the name of the person(s) of your own choice that you wish to appoint proxy in the space provided, failing which Ms. Joyce Lee, or any one executive director or chief executive officer of the Company, will be appointed as your proxy. |
| 2. | Whether or not you propose to attend the Meeting in person, you are strongly advised to complete and return this form of proxy in accordance with these instructions. For holders of Ordinary Shares registered on our register of members, to be valid, this form must be completed and deposited (together with any power of attorney or other authority under which it is signed or a certified copy of that power or authority) to the attention of our Chief Financial Officer, at nyokeyee@fitnesschampsaquatics.com, as soon as possible and in any event not later than 48 hours before the time for holding the Meeting or any adjourned or postponed meeting. Returning this completed form of proxy will not preclude you from attending the Meeting and voting in person if you so wish and in such event, the proxy shall be deemed to be revoked. |
| 3. | If two or more persons are jointly registered as holders of a share, the vote of the senior person who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other joint holders. For this purpose, seniority shall be determined by the order in which the names stand on the Company’s register of members in respect of the relevant shares. The senior holder should sign this form, but the names of all other joint holders should be stated on the form in the space provided. |
| 4. | If this form is returned without an indication as to how the proxy shall vote, this proxy will be voted at the discretion of the holder of the proxy “FOR” the above resolutions. |
| 5. | This form of proxy is for use by shareholders only. If the appointor is a corporate entity this form of proxy must either be under its seal or under the hand of some officer or attorney duly authorized for that purpose. |
| 6. | Any alterations made to this form must be initialed by you. |
FAQ
What is Fitness Champs Holdings (FCHL) asking shareholders to approve in the March 2026 EGM?
Why is FCHL proposing a share consolidation and what Nasdaq rule is referenced?
What is the proposed share consolidation range for FCHL and who decides the final ratio?
How many FCHL shares can vote at the EGM and what are the voting rights of each class?
How concentrated is voting control at FCHL and how might it affect the EGM outcome?
What quorum is required for FCHL’s Extraordinary General Meeting on March 20, 2026?
Will FCHL issue fractional shares in the proposed share consolidation?
Filing Exhibits & Attachments
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