Welcome to our dedicated page for FITNESS CHAMPS HLDGS SEC filings (Ticker: FCHL), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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 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.
Fitness Champs Holdings Ltd filed an initial insider ownership statement for its Financial Controller, Chia Nyoke Yee, on Form 3. This filing identifies Chia Nyoke Yee as an officer of the company but does not report any insider share transactions or derivative positions.
Fitness Champs Holdings Ltd (FCHL) reports that Lay Shi Wei is a director of the company. This Form 3 filing shows no reported share purchases, sales, exercises, gifts, or other transactions, with all transaction counts and net share changes indicated as zero.
Fitness Champs Holdings Limited filed an F-1 registering up to $3.00 Units, consisting of one Class A Ordinary Share (or a Pre-Funded Warrant in lieu) and one Warrant, for up to 6,000,000 Units. The filing also registers up to 90,000,000 Class A Ordinary Shares issuable upon exercise of the Warrants via a zero exercise price option.
The offering assumes an initial public offering price of $3.00 per Unit and estimates net proceeds of approximately $16,409,030 before expenses if all Units sell. Purchasers whose ownership would exceed 4.99% (or, at election, 9.99%) may buy Pre-Funded Warrants in lieu of Shares. The board approved a 30:1 reverse share split on March 24, 2026 to be effective on a later date. Selected trailing results show fiscal 2024 revenue of $4.216M and net income of $0.172M, with a six-month period ended June 30, 2025 revenue of $2.162M and net loss of $0.248M.
Fitness Champs Holdings Limited held an extraordinary general meeting where shareholders approved a flexible share consolidation of all issued and unissued shares. The consolidation will occur at a ratio between one-for-two and one-for-250, with the exact whole-number ratio to be set by the Board within 180 days.
Shareholders also authorized the Board to address any fractional shares created by the consolidation, including using reserves such as the share premium account or profit and loss account to issue additional shares to round holdings. Voting support was very strong, with about 99.7% of votes cast in favor of each ordinary resolution.
Fitness Champs Holdings Limited is implementing a 15-for-1 share consolidation effective March 23, 2026 to help regain compliance with Nasdaq Marketplace Rule 5550(a)(2) and maintain its Nasdaq Capital Market listing. Each block of 15 ordinary shares will automatically combine into one share, with no action required from shareholders and no fractional shares issued; any fraction will be rounded up to one share.
The company is also reshaping its capital structure. Authorized share capital of US$500,000 is now divided into 80,000,000,000 Class A ordinary shares, 10,000,000,000 Class B ordinary shares and 10,000,000,000 preferred shares, each with a par value of US$0.000005. The 17,000,000 issued shares are re-designated into 8,292,150 Class A ordinary shares carrying one vote per share and 8,707,850 Class B ordinary shares carrying 50 votes per share, creating a dual-class voting structure while keeping total nominal capital unchanged.
Fitness Champs Holdings Limited has called an Extraordinary General Meeting on March 20, 2026 in Singapore to seek shareholder approval for a broad share consolidation authorization and related implementation powers for directors and officers.
Proposal 1 would authorize a consolidation of all issued and unissued shares at a ratio between one (1)-for-two (2) and one (1)-for-two hundred-fifty (250), with the exact ratio to be set by the Board within 180 days, primarily to help the company comply with Nasdaq Listing Rule 5550(a)(2) requiring a minimum US$1.00 bid price. Proposal 2 would authorize directors and officers to take any action needed to implement the approved consolidation.
As of the February 24, 2026 record date, there were 552,810 Class A Ordinary Shares and 580,524 Class B Ordinary Shares outstanding. Joyce Lee Jue Hui holds approximately 51% of the outstanding Ordinary Shares and approximately 98.13% of the voting rights, and has indicated she intends to vote in favor of both proposals, which would be sufficient to approve them if quorum is met.
Fitness Champs Holdings Limited held an extraordinary general meeting where shareholders approved major changes to its share structure and governing documents. The company will re-designate its existing 17,000,000 ordinary shares into 8,707,850 Class B Ordinary Shares held by Big Treasure Investments Limited and 8,292,150 Class A Ordinary Shares held by all other shareholders. Investors also approved a new share capital clause setting authorized capital at US$500,000, divided into 80,000,000,000 Class A Ordinary Shares, 10,000,000,000 Class B Ordinary Shares and 10,000,000,000 preferred shares, each with a par value of US$0.000005.
Shareholders adopted a Second Amended and Restated Memorandum and Articles of Association to reflect the new multi-class structure and the rights and privileges of Class A and Class B shares. They further approved a share consolidation of all issued and unissued shares at a ratio between one-for-two and one-for-fifty, with the exact ratio to be set by the board within 180 days, and authorized the board to manage any fractional share issues arising from the consolidation.