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 January 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 January 23, 2026 at 10:00 a.m. (Singapore time) at 7030 Ang Mo Kio Street, Avenue 5, #04-48, Singapore.
At
the close of business on December 30, 2025, the record date for the determination of shareholders entitled to vote (the “Record
Date”), there were 17,000,000 Ordinary Shares outstanding, each share being entitled to one vote. Holders of 5,666,667 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 A SPECIAL RESOLUTION, THAT: |
| |
(A) |
the
shares of the Company be re-designated and re-classified such that the currently authorized share capital of the Company shall be
re-classified and re-designated from (i) US$500,000 divided into 100,000,000,000 shares of a nominal or par value of US$0.000005
each to (ii) US$500,000 divided into (a) 80,000,000,000 class A ordinary shares of a nominal or par value of US$0.000005 each, (b)
10,000,000,000 class B ordinary shares of a nominal or par value of US$0.000005 each, and (c) 10,000,000,000 preferred shares of
a nominal or par value of US$0.000005 each, by the re-designation and re-classification of (x) 79,991,707,850 unissued shares of
a nominal or par value of US$0.000005 each into 79,991,707,850 unissued Class A ordinary shares of a nominal or par value of US$0.000005
each, (y) 9,991,292,150 unissued shares of a nominal or par value of US$0.000005 each into 9,991,292,150 unissued Class B ordinary
shares of a nominal or par value of US$0.000005 each, and (z) 10,000,000,000 unissued shares of a nominal or par value of US$0.000005
each into 10,000,000,000 unissued Preferred Shares of a nominal or par value of US$0.000005 each, and the currently issued 17,000,000
shares of a nominal or par value of US$0.000005 each in the Company be and are re-designated and re-classified into 8,292,150 Class
A ordinary shares of a nominal or par value of US$0.000005 each with 1 vote per share, 8,707,850 Class B ordinary shares of a nominal
or par value of US$0.000005 each with 50 votes per share and 0 preferred shares of a nominal or par value of US$0.000005 each, on
a one for one basis, as follows: |
| Name of Shareholder | |
Number of existing
shares held | | |
Number and class of shares to be held
after the re-designation and re-classification of shares of the Company |
| Big Treasure Investments Limited | |
| 8,707,850 | | |
8,707,850 Class B Ordinary Shares |
| All other shareholders | |
| 8,292,150 | | |
8,292,150 Class A Ordinary Shares |
| Total | |
| 17,000,000 | | |
|
| |
(B) |
the
existing clause 8 of the existing memorandum of association be deleted in its entirety and be replaced with the following new clause
8: |
| |
|
|
| |
|
“8.
The share capital of the Company is US$500,000 divided into (a) 80,000,000,000 class A ordinary shares of a nominal or par value
of US$0.000005 each, (b) 10,000,000,000 class B ordinary shares of a nominal or par value of US$0.000005 each, and (c) 10,000,000,000
preferred shares of a nominal or par value of US$0.000005 each of such class or classes (however designated) as the Board may determine
in accordance with Article 13 of the Articles of Association of the Company, with the power for the Company, insofar as is permitted
by law, to redeem or purchase any of its shares and to increase or reduce the said share capital subject to the provisions of the
Companies Act (As Revised) and the Articles of Association of the Company and to issue any part of its capital, whether original,
redeemed or increased, with or without any preference, priority or special privilege or subject to any postponement of rights or
to any conditions or restrictions; and so that, unless the conditions of issue shall otherwise expressly declare, every issue of
shares, whether declared to be preference or otherwise, shall be subject to the power hereinbefore contained.”; and |
| |
|
|
| |
(C) |
the
Second Amended and Restated Memorandum of Association and Second Amended and Restated 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 Amended
and Restated Memorandum of Association and Amended and Restated Articles of Association of the Company currently in effect, to reflect
the multi-class share structure and set out the rights and privileges of Class A Ordinary Shares and Class B Ordinary Shares. |
Voting
Results:
| FOR |
|
AGAINST |
|
ABSTAIN |
9,127,963
Ordinary Shares
(96.76%) |
|
292,653
Ordinary Shares
(3.10%) |
|
12,954
Ordinary Shares
(0.14%) |
Special
Resolution 1 passed.
| Resolution
2: |
RESOLVED
AS AN ORDINARY RESOLUTION, THAT: |
|
(A) |
a
share consolidation of the Company’s all issued and unissued shares of whatever classes and series is approved at a ratio of
not less than one(1)-for-two(2) and not more than one(1)-for-fifty(50) (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 |
8,883,947
Ordinary Shares
(94.17%) |
|
543,221
Ordinary Shares
(5.76%) |
|
6,402
Ordinary Shares
(0.07%) |
Ordinary
Resolution 2 passed.
| Resolution
3: |
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 |
8,873,845
Ordinary Shares
(94.07%) |
|
553,322
Ordinary Shares
(5.87%) |
|
6,402
Ordinary Shares
(0.07%) |
Ordinary
Resolution 3 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:
January 27, 2026 |
By: |
/s/
Joyce Lee Jue Hui |
| |
Name: |
Joyce
Lee Jue Hui |
| |
Title: |
Chief
Executive Officer & Executive Director |
