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Fitness Champs (NASDAQ: FCHL) enacts 30-for-1 share consolidation to meet Nasdaq rule

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6-K

Rhea-AI Filing Summary

Fitness Champs Holdings Limited is implementing a 30-for-1 share consolidation of its authorized, issued, and outstanding shares, effective with trading on May 4, 2026, to help ensure compliance with Nasdaq Marketplace Rule 5550(a)(2).

Each 30 ordinary shares will automatically combine into one share, reducing issued and outstanding Class A ordinary shares from 36,950,899 to approximately 1,231,697 and Class B ordinary shares from 580,524 to approximately 19,351, subject to rounding. No fractional shares will be issued; shareholders will receive one whole share in lieu of any fractional entitlement. The Class A ordinary shares will continue trading on the Nasdaq Capital Market under the symbol “FCHL” on a split-adjusted basis, with a new CUSIP G3580P307.

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Insights

FCHL enacts a 30-for-1 share consolidation to maintain Nasdaq compliance.

Fitness Champs Holdings approved a 30-for-1 consolidation of all authorized, issued, and outstanding shares, effective for trading on May 4, 2026. This move targets compliance with Nasdaq Marketplace Rule 5550(a)(2), which governs minimum bid price for continued listing.

The consolidation reduces Class A shares from 36,950,899 to approximately 1,231,697 and Class B shares from 580,524 to approximately 19,351. Economic ownership remains proportionate, but the per-share price typically adjusts upward mechanically while the share count drops.

No fractional shares will be issued; each investor receives one whole share instead of any resulting fraction. The Class A ordinary shares will keep trading on the Nasdaq Capital Market under “FCHL” on a split-adjusted basis with new CUSIP G3580P307. Subsequent company filings may explain how this affects compliance status.

Share consolidation ratio 30-for-1 Board-approved share consolidation effective May 4, 2026
Class A shares before consolidation 36,950,899 shares Issued and outstanding as of April 29, 2026
Class A shares after consolidation ≈1,231,697 shares Issued and outstanding after 30-for-1 consolidation
Class B shares before consolidation 580,524 shares Issued and outstanding prior to consolidation
Class B shares after consolidation ≈19,351 shares Issued and outstanding after 30-for-1 consolidation
Effective trading date May 4, 2026 Start of split-adjusted trading on Nasdaq Capital Market
New CUSIP G3580P307 CUSIP for Class A ordinary shares post-consolidation
Nasdaq rule referenced Rule 5550(a)(2) Compliance objective for consolidation
share consolidation financial
"the authorized, issued, and outstanding shares of the Company be consolidated on a 30 for 1 ratio"
Share consolidation is a process where a company reduces the total number of its shares by combining multiple existing shares into a smaller number of higher-value shares. This can make each share more expensive and potentially improve the company’s image. For investors, it often means their ownership remains the same, but the value of each share increases, which can influence how the stock is perceived and traded.
Nasdaq Marketplace Rule 5550(a)(2) regulatory
"The objective of the share consolidation is to enable the Company to ensure compliance with Nasdaq Marketplace Rule 5550(a)(2)."
Nasdaq Marketplace Rule 5550(a)(2) sets a minimum share price requirement for companies listed on the Nasdaq Capital Market, typically requiring that a company’s common stock maintain a closing bid of at least $1.00 per share. It matters to investors because failure to meet this threshold can trigger a delisting review, which is similar to failing a safety inspection: the stock may be removed from the exchange or force corporate actions (like a reverse split) that change liquidity, visibility, and how easy it is to buy or sell the shares.
Class A ordinary shares financial
"the Company’s Class A ordinary shares will trade on the Nasdaq Capital Market on a split-adjusted basis"
Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.
Class B ordinary shares financial
"the number of issued and outstanding Class B ordinary shares of the Company will be correspondingly reduced"
Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.
CUSIP number financial
"under the same symbol “FCHL” but under a new CUSIP number, G3580P307."
A CUSIP number is a nine-character code that uniquely identifies a specific U.S. or Canadian stock, bond, or other security, similar to a barcode or a social-security number for a financial instrument. It matters to investors because it removes confusion between similar securities, ensures trades and settlements are applied to the correct issue, and helps locate official documents and transaction records quickly.
split-adjusted basis financial
"Class A ordinary shares will trade on the Nasdaq Capital Market on a split-adjusted basis"
An adjustment to historical share prices and share counts that reflects past stock splits or reverse splits so that old data lines up with the current number of shares. Think of it like resizing an old photograph so it matches a new frame: it keeps price charts, returns and per‑share metrics comparable over time, which matters to investors who need accurate performance, valuation and trend analysis.

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FAQ

What did Fitness Champs Holdings (FCHL) announce in this Form 6-K?
Fitness Champs Holdings announced a 30-for-1 share consolidation of its authorized, issued, and outstanding shares. The change takes effect for trading on May 4, 2026, and is intended to help ensure compliance with Nasdaq Marketplace Rule 5550(a)(2) regarding continued listing requirements.

How will FCHL’s share consolidation change the number of shares outstanding?
Each 30 ordinary shares will be combined into one share. Class A ordinary shares will be reduced from 36,950,899 to approximately 1,231,697, and Class B ordinary shares from 580,524 to approximately 19,351, in each case subject to adjustment for rounding under the consolidation mechanics.

When will Fitness Champs’ 30-for-1 share consolidation take effect?
The share consolidation will be effective with the opening of trading on May 4, 2026. From that date, Class A ordinary shares of Fitness Champs Holdings will trade on the Nasdaq Capital Market on a split-adjusted basis under the symbol FCHL, reflecting the 30-for-1 ratio.

Will FCHL issue fractional shares in the share consolidation?
No, Fitness Champs will not issue fractional shares in the consolidation. Instead, each shareholder will be entitled to receive one whole share of the relevant class in lieu of any fractional share that would otherwise have resulted from applying the 30-for-1 consolidation ratio.

Does the FCHL ticker or listing change after the share consolidation?
The FCHL ticker on the Nasdaq Capital Market will remain the same after the consolidation. However, the Class A ordinary shares will trade on a split-adjusted basis starting May 4, 2026, and the shares will have a new CUSIP number, G3580P307, reflecting the adjusted capital structure.

Why is Fitness Champs Holdings undertaking a 30-for-1 share consolidation?
Fitness Champs is undertaking the 30-for-1 share consolidation to enable the company to ensure compliance with Nasdaq Marketplace Rule 5550(a)(2). That rule sets minimum continued listing standards, commonly including a minimum bid price, which share consolidations are often used to address without altering overall shareholder ownership percentages.

 

 

 

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 ☐

 

 

 

 

 

 

EXHIBITS

 

99.1 Press release — FCHL to Effect Share Consolidation on May 4, 2026

 

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: April 30, 2026 By: /s/ Joyce Lee Jue Hui
  Name: Joyce Lee Jue Hui
  Title: Chief Executive Officer & Executive Director

 

3

 

Exhibit 99.1

 

FCHL to Effect Share Consolidation on May 4, 2026

 

SINGAPORE, April 30, 2026 (GLOBE NEWSWIRE) — Fitness Champs Holdings Limited (“Fitness Champs Holdings”, “FCHL” or the “Company”) (NASDAQ: FCHL), a distinguished aquatic sports education provider in Singapore, today announced that the Company’s board of directors approved on March 24, 2026 that the authorized, issued, and outstanding shares of the Company be consolidated on a 30 for 1 ratio with the marketplace effective date of May 4, 2026.

 

The objective of the share consolidation is to enable the Company to ensure compliance with Nasdaq Marketplace Rule 5550(a)(2).

 

Beginning with the opening of trading on May 4, 2026, the Company’s Class A ordinary shares will trade on the Nasdaq Capital Market on a split-adjusted basis, under the same symbol “FCHL” but under a new CUSIP number, G3580P307.

 

As a result of the share consolidation, each 30 ordinary shares outstanding will automatically combine and convert to one issued and outstanding ordinary share without any action on the part of the shareholders. The number of issued and outstanding Class A ordinary shares of the Company as of April 29, 2026 will be correspondingly reduced from 36,950,899 to approximately 1,231,697, and the number of issued and outstanding Class B ordinary shares of the Company will be correspondingly reduced from 580,524 to approximately 19,351, in each case subject to adjustment for rounding. No fractional shares will be issued to any shareholders in connection with the share consolidation, and each shareholder will be entitled to receive one share of the Company in lieu of the fractional share of that class that would have resulted from the share consolidation.

 

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 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

 

 

 

Source: View Original Filing on SEC EDGAR

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