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 June 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 ☐
The
extraordinary general meeting (the “Meeting”) of Fitness Champs Holdings Limited (the “Company”)
was held on June 29, 2026 at 10:00 a.m. (Singapore time) at 7030 Ang Mo Kio Street, Avenue 5, #04-48, Singapore.
Effective
from May 4, 2026, the Company’s authorized share capital became US$500,000 divided into: (a) 177,777,777.78° Class A Ordinary
Shares of a nominal or par value of US$0.00225 each; (b) 22,222,222.22° Class B Ordinary Shares of a nominal or par value of US$0.00225
each; and (c) 22,222,222.22° Preferred Shares of a nominal or par value of US$0.00225 each (the “May Share Consolidation”).
As reported on Form 6-K filed on April 29, 2026, the May Share Consolidation had a marketplace effective date of May 4, 2026.
At
the close of business on June 9, 2026, the record date for the determination of shareholders entitled to vote (the “Record Date”)
and taking into account the May Share Consolidation, there were 1,299,391 Class A Ordinary Shares issued and outstanding, each being
entitled to one vote, and 19,351 Class B Ordinary Shares issued and outstanding, each being entitled to fifty votes. Holders of 1,299,391
Class A Ordinary Shares and 19,351 Class B Ordinary Shares of the Company as of the Record Date were present in person or by proxy at
the Meeting and constituted a quorum.
At
the Meeting, the shareholders of the Company voted for the following resolutions, pursuant to the accompanying voting results:
| Resolution
1A: |
RESOLVED
AS AN ORDINARY RESOLUTION, THAT: |
| |
(A) |
An
ordinary resolution that the Company’s authorized share capital be increased from US$500,000 divided into (a) 177,777,777.78
Class A Ordinary Shares with a par value of US$0.00225 each, (b) 22,222,222.22 Class B Ordinary Shares with a par value of US$0.00225
each and (c) 22,222,222.22 Preferred Shares with a par value of US$0.00225 each to US$23,000,000 divided into (a) 10,177,777,777.78
Class A Ordinary Shares with a par value of US$0.00225 each, (b) 22,222,222.22 Class B Ordinary Shares with a par value of US$0.00225
each and (c) 22,222,222.22 Preferred Shares with a par value of US$0.00225 each (the “Share Capital Increase”);
and |
Voting
Results:
| FOR |
|
AGAINST |
|
ABSTAIN |
| 8,143
Class A Ordinary Shares |
|
19,206
Class A Ordinary Shares |
|
5
Class A Ordinary Shares |
| 19,351
Class B Ordinary Shares |
|
0
Class B Ordinary Shares |
|
0
Class B Ordinary Shares |
Of
the total number of votes cast, 98.07% voted “FOR,” 1.93% voted “AGAINST,” and <0.1% voted “ABSTAIN.”
Ordinary
Resolution 1A passed.
| Resolution
1B: |
RESOLVED
AS A SPECIAL RESOLUTION, THAT: |
| |
(B) |
A special resolution that subject to and immediately following
the Share Capital Increase being effected, the Amended and Restated Memorandum and Articles of Association of the Company as set forth
in Annex A to the Notice of the Extraordinary General Meeting be adopted in substitution for and to the exclusion of the existing memorandum
and articles of association of the Company, to reflect the Share Capital Increase. |
Voting Results:
| FOR |
|
AGAINST |
|
ABSTAIN |
| 8,002
Class A Ordinary Shares |
|
19,347
Class A Ordinary Shares |
|
5
Class A Ordinary Shares |
| 19,351
Class B Ordinary Shares |
|
0
Class B Ordinary Shares |
|
0
Class B Ordinary Shares |
Of
the total number of votes cast, 98.06% voted “FOR,” 1.94% voted “AGAINST,” and <0.1% voted “ABSTAIN.”
Special
Resolution 1B passed.
| Resolution 2: |
RESOLVED AS AN ORDINARY RESOLUTION, THAT: |
| |
(A) |
conditional upon the approval of the board of directors of
the Company (the Board) in its sole discretion, with effect as of the date(s) the Board may determine (the “Effective
Date”) and subject to such Effective Date being within one (1) calendar year after the date of passing these resolutions: |
| |
(i) |
all
the issued and outstanding and authorized and unissued shares of the Company be consolidated, at any one time or multiple times during
a period of up to one calendar year after the Meeting, at the exact consolidation ratio and effective time as the Board may determine
from time to time in its absolute discretion provided that the accumulative ratio for all such share consolidation(s) (altogether,
the “Share Consolidations” and each a “Share Consolidation”) shall be at a ratio of no less
than two-for-one (2:1) and no more than five hundred-for-one (500:1), with such consolidated Shares having the same rights and being
subject to the same restrictions (save as to par value) as the existing Shares of such class as set out in the Company’s memorandum
and articles of association; |
| |
(ii) |
no
fractional Shares be issued in connection with the Share Consolidation and, in the event that a shareholder would otherwise be entitled
to receive a fractional Share upon the Share Consolidation, the total number of Shares to be received by such shareholder be rounded
up to the next whole Share; and |
| |
(iii) |
any
change to the Company’s authorized share capital in connection with, and as necessary to effect, the Share Consolidation(s)
be and is hereby approved, such amendment to be determined by the Board in its sole discretion; |
| |
(B) |
the
Board be authorized, at its absolute and sole discretion, to either implement one or more Share Consolidations, and determine the
exact consolidation ratio and effective date of such Share Consolidation(s) during a period of one calendar year after the date of
passing these resolutions; or elect not to implement any Share Consolidation during a period of one calendar year after the date
of passing these resolutions; and |
| |
(C) |
any
one director or officer of the Company be and is hereby authorized, for and on behalf of the Company, to do all such other acts or
things necessary or desirable to implement, carry out and give effect to the Share Consolidation(s), if and when deemed advisable
by the Board in its sole discretion. |
Voting
Results:
| FOR |
|
AGAINST |
|
ABSTAIN |
| 8,114
Class A Ordinary Shares |
|
15,534
Class A Ordinary Shares |
|
3,706
Class A Ordinary Shares |
| 19,351
Class B Ordinary Shares |
|
0
Class B Ordinary Shares |
|
0
Class B Ordinary Shares |
Of
the total number of votes cast, 98.07% voted “FOR,” 1.56% voted “AGAINST,” and 0.37% voted “ABSTAIN.”
Ordinary
Resolution 2 passed.
| Resolution
3: |
RESOLVED
AS A SPECIAL RESOLUTION, THAT:
subject
to and immediately following any Share Consolidation being effected, the Company adopt a further amended and restated memorandum
and articles of association in substitution for, and to the exclusion of, the Company’s then existing memorandum and articles
of association, with the only amendments being made to reflect the Share Consolidation and as the directors may approve in their
absolute discretion without further approval by the shareholders. |
Voting
Results:
| FOR |
|
AGAINST |
|
ABSTAIN |
| 11,814
Class A Ordinary Shares |
|
15,534
Class A Ordinary Shares |
|
6
Class A Ordinary Shares |
| 19,351
Class B Ordinary Shares |
|
0
Class B Ordinary Shares |
|
0
Class B Ordinary Shares |
Of
the total number of votes cast, 98.44% voted “FOR,” 1.56% voted “AGAINST,” and <0.1% voted “ABSTAIN.”
Special
Resolution 3 passed.
| Resolution
4: |
RESOLVED
AS AN ORDINARY RESOLUTION, THAT:
each
of the directors and officers of the Company be 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. |
Voting
Results:
| FOR |
|
AGAINST |
|
ABSTAIN |
| 7,904
Class A Ordinary Shares |
|
19,068
Class A Ordinary Shares |
|
382
Class A Ordinary Shares |
| 19,351
Class B Ordinary Shares |
|
0
Class B Ordinary Shares |
|
0
Class B Ordinary Shares |
Of
the total number of votes cast, 98.05% voted “FOR,” 1.92% voted “AGAINST,” and 0.03% voted “ABSTAIN.”
Ordinary
Resolution 4 passed.
| Resolution
5: |
RESOLVED
AS AN ORDINARY RESOLUTION, THAT:
the
Meeting be adjourned to a later date or dates or sine die, if necessary or desirable, in the opinion of the directors, to permit
further solicitation and vote of proxies if, at the time of the Meeting, there are not sufficient votes for, or otherwise in connection
with, the approval of the foregoing proposals. |
Voting
Results:
| FOR |
|
AGAINST |
|
ABSTAIN |
| 11,617
Class A Ordinary Shares |
|
12,118
Class A Ordinary Shares |
|
3,619
Class A Ordinary Shares |
| 19,351
Class B Ordinary Shares |
|
0
Class B Ordinary Shares |
|
0
Class B Ordinary Shares |
Of
the total number of votes cast, 98.42% voted “FOR,” 1.22% voted “AGAINST,” and 0.36% voted “ABSTAIN.”
Ordinary
Resolution 5 passed.
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:
June 29, 2026 |
By: |
/s/
Joyce Lee Jue Hui |
| |
Name: |
Joyce
Lee Jue Hui |
| |
Title: |
Chief
Executive Officer & Executive Director |
