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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.
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.