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 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.
Fitness Champs Holdings Limited (FCHL) reported a Nasdaq bid-price deficiency. Nasdaq notified the company on November 6, 2025 that its shares failed to meet the $1.00 minimum bid price under Rule 5550(a)(2) based on closing bids from September 24, 2025 to November 5, 2025.
FCHL has a 180‑day compliance period through May 5, 2026 to regain compliance. If it qualifies on other initial listing standards and provides written notice of an intent to cure, the company may receive an additional 180 days, potentially including a reverse stock split. If compliance is not regained or eligibility is not met, Nasdaq may move to delist the securities. The company is evaluating options and intends to regain compliance.