Fitness Champs Holdings Limited's SEC filings document foreign-private-issuer current reports for a Singapore aquatic sports education business and its Nasdaq-listed ordinary shares. The filings include Form 6-K disclosures on extraordinary general meetings, proxy materials, shareholder voting results, share consolidations, share re-designations and re-classifications, authorized share capital, Class A ordinary shares, Class B ordinary shares, preferred shares, and Nasdaq minimum-bid-price compliance matters.
These records also describe the company's operating context, including swimming lessons for children and adults and aquatic sports classes, while formal capital-structure disclosures track changes affecting voting rights, issued shares, fractional-share treatment and continued-listing matters.
Fitness Champs Holdings Limited reports a 2025 net loss after prior-year profits. Revenue for the year ended December 31, 2025 was S$4.150 million (US$3.232 million), down slightly from S$4.216 million in 2024, while cost of revenue rose to S$3.015 million, compressing margins.
Operating expenses increased to S$2.607 million, driving a loss from operations of S$1.472 million and a net loss of S$1.365 million (US$1.063 million), versus net income of S$172,000 in 2024. About 41% of 2025 revenue came from Singapore government school contracts under the SwimSafer program, with the remainder from private lessons and related aquatic services.
The company highlights heavy dependence on regulatory approvals and contract renewals in Singapore, exposure to safety, weather and data-security risks, and the need to strengthen U.S. public-company controls. It also discloses prior Nasdaq bid-price deficiencies and notes that further listing non-compliance could impair liquidity and access to capital.
Fitness Champs Holdings Ltd major shareholder HRT Financial LP reported an open-market sale of 23,662 Class A Shares on May 4, 2026 at an average price of $2.943 per share. After this transaction, HRT Financial LP reported owning 0 Class A Shares, indicating a full exit of its direct position.
Fitness Champs Holdings Ltd major shareholder HRT Financial LP reported two open-market purchases of Class A Shares. It bought 176,938 shares at $0.11 on April 30, 2026 and 3,887 shares at $0.087 on May 1, 2026, adding 180,825 shares in total. After these trades, HRT Financial LP directly holds 601,742 Class A Shares of Fitness Champs.
HRT Financial LP, a ten percent owner of Fitness Champs Holdings Ltd, reported mixed trading in the company’s Class A Shares. On April 28, it made an open-market purchase of 239,692 shares at $0.149 per share. On April 29, it executed an open-market sale of 63,656 shares at $0.138 per share. After these transactions, HRT Financial LP directly held 420,917 Class A Shares, reflecting a disclosed net-buy position of 176,036 shares across the two days.
Fitness Champs Holdings Ltd received an initial ownership report from HRT FINANCIAL LP, which filed as a ten percent owner. The filing lists direct beneficial ownership of 484,573 Class A Shares after the reported entry, with no specific buy or sell transaction indicated.
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.
Fitness Champs Holdings Limited completed a best-efforts public unit offering raising approximately $5 million in gross proceeds. The company sold 3,225,000 units, each priced at $1.55 and consisting of one Class A ordinary share or a pre-funded warrant plus one warrant to buy a Class A share.
The warrants carry an exercise price of $2.635 per share, are exercisable immediately, and expire six months after issuance, with cashless exercise features and a zero exercise price option that may result in up to 48,375,000 shares in aggregate. Key shareholders and insiders agreed to a 90-day lock-up, and Univest Securities earned fees totaling 6% of gross proceeds plus up to $100,000 for expenses. The company plans to use net proceeds for research development, business expansion, working capital and other corporate purposes.
Fitness Champs Holdings Limited is registering up to 3,225,000 Units and related securities, including up to 3,225,000 Class A Ordinary Shares underlying Pre-Funded Warrants and up to 48,375,000 Class A Ordinary Shares issuable upon exercise of the Warrants at a zero exercise price. The Units are being offered at an assumed initial public offering price of $1.55 per Unit, with each Unit consisting of one Class A Ordinary Share (or a Pre-Funded Warrant in lieu thereof) and one Warrant. Each Warrant has an initial exercise price of $2.635 (equal to 170% of the assumed Unit price) and includes a zero exercise price option that may materially increase the number of shares issuable upon exercise; as a result, the Company does not expect to receive cash proceeds from Warrant exercises. Purchasers who would exceed beneficial ownership limits may instead buy Pre-Funded Warrants; the beneficial ownership cap is 4.99% (elective up to 9.99%). Estimated net proceeds if all Units sold and no Warrants exercised are approximately $4,467,842.50. The offering is being placed on a best-efforts basis by Univest Securities, LLC, with no minimum closing requirement and a single closing expected around the stated prospectus date.
Fitness Champs Holdings Ltd director Tang Poh Lu filed an initial statement of beneficial ownership on Form 3. The filing reports no insider transactions, exercises, gifts, or restructurings, and shows no derivative positions, serving as a baseline disclosure of insider holdings at this point in time.
Fitness Champs Holdings Ltd director Liu Junting has filed an initial Form 3, which is a baseline disclosure of insider ownership. The available data show no reported purchases, sales, exercises, gifts, or other transactions in this filing, indicating a purely informational ownership registration.