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 ☐
The
extraordinary general meeting (the “Meeting”) of Fitness Champs Holdings Limited (the “Company”)
was held on March 20, 2026 at 10:00 a.m. (Singapore time) at 7030 Ang Mo Kio Street, Avenue 5, #04-48, Singapore.
Effective
from February 12, 2026, the Company’s authorized share capital became US$500,000 divided into: (a) 5,333,333,333.33° Class
A Ordinary Shares of a nominal or par value of US$0.000075 each; (b) 666,666,666.66° Class B Ordinary Shares of a nominal or par
value of US$0.000075 each; and (c) 666,666,666.66° Preferred Shares of a nominal or par value of US$0.000075 each (the “March
Share Consolidation”). As reported on Form 6-K filed on March 18, 2026, the March Share Consolidation had a marketplace effective
date of March 23, 2026.
At
the close of business on February 24, 2026, the record date for the determination of shareholders entitled to vote (the “Record
Date”) and taking into account the March Share Consolidation, there were 552,810 Class A Ordinary Shares issued and
outstanding, each being entitled to one vote, and 580,524 Class B Ordinary Shares issued and outstanding, each being entitled
to fifty votes. Holders of 90,067 Class A Ordinary Shares and 580,524 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
1: |
RESOLVED
AS AN ORDINARY RESOLUTION, THAT: |
| |
(A) |
a
share consolidation of the Company’s all issued and unissued shares of whatever classes and series was 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 |
Voting
Results:
| FOR |
|
AGAINST |
|
ABSTAIN |
| 5,975 Class A Ordinary
Shares |
|
84,087 Class A Ordinary
Shares |
|
5 Class A Ordinary Shares |
580,524
Class B Ordinary Shares |
|
0
Class B Ordinary Shares |
|
0
Class B Ordinary Shares |
Of
the total number of votes cast, 99.71% voted “FOR,” 0.29% voted “AGAINST,” and <0.1% voted “ABSTAIN.”
Ordinary
Resolution 1 passed.
| Resolution
2: |
RESOLVED
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. |
Voting
Results:
| FOR |
|
AGAINST |
|
ABSTAIN |
| 15,114 Class A Ordinary
Shares |
|
74,937 Class A Ordinary
Shares |
|
16 Class A Ordinary Shares |
580,524
Class B Ordinary Shares |
|
0
Class B Ordinary Shares |
|
0
Class B Ordinary Shares |
Of
the total number of votes cast, 99.74% voted “FOR,” 0.26% voted “AGAINST,” and <0.1% voted “ABSTAIN.”
Ordinary
Resolution 2 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: March 23, 2026 |
By: |
/s/ Joyce
Lee Jue Hui |
| |
Name: |
Joyce Lee Jue Hui |
| |
Title: |
Chief Executive Officer & Executive Director |
