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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.
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.