Fitness Champs Holdings: DRS filing (amended)

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submitted confidentially to the U.S. Securities and Exchange Commission on May 17, June 26, 2024. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential.

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Prospectus. A prospectus to be used for the potential resale by the Resale Shareholders of in an aggregate [●] Ordinary Shares of the registrant (the [●] Resale Prospectus "). The Resale Shares contained in the Resale Prospectus will not be underwritten and sold through the underwriter.

Ordinary Shares of the registrant (the " Resale Prospectus "). The Resale Shares contained in the Resale Prospectus will not be underwritten and sold through the underwriter.

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Ordinary Shares by the Company

[●] Ordinary Shares by the Selling Shareholders

is an initial public offering of our ordinary shares, of par value at US$0.001 per share (the " Ordinary Shares ").

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to this offering, there has been no public market for our Ordinary Shares. We intend to apply to list our Ordinary Shares on Nasdaq Capital the

Nasdaq Capital Market or another national securities exchange under the symbol "[FC12]". This offering is contingent upon the listing of our Ordinary Shares on the Nasdaq Capital Market or another national securities exchange. There can be no assurance that we will be successful in listing our Ordinary Shares on the Nasdaq Capital Market or another national securities exchange.

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Forward-looking statements 7 changes

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Builder Limited, a company incorporated in the BVI and wholly-owned by Mr. Hong Shieh Yung Travis, and that holds 19.09% of our Company prior to this offering. As such, Easy Builder is an affiliate and is not an Independent Third Party. Notwithstanding this affiliation, the United States Securities Exchange Act ultimate beneficial owner of 1934, as amended "Executive Easy Builder is independent of the Company, its directors, : officers, affiliates and predecessors.

United States Securities Exchange Act of 1934, as amended

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shareholders who are selling Ordinary Shares pursuant to the Resale Prospectus, collectively Creative Path, Easy Builder, Biostar and Fuji, and each a "Resale Shareholder." "S$" or "SGD" or "Singapore Dollars" :

Creative Path holds [●] Ordinary Shares prior to the offering and is offering [●] Ordinary Shares for resale pursuant to the Resale Prospectus, Easy Builder holds [●] Ordinary Shares prior to the offering and is offering [●] Ordinary Shares for resale pursuant to the Resale Prospectus, Biostar holds [●] Ordinary Shares prior to the offering and is offering [●] Ordinary Shares for resale pursuant to the Resale Prospectus, and Fuji holds [●] Ordinary Shares prior to the offering and is offering [●] Ordinary Shares for resale pursuant to the Resale Prospectus. The Ordinary Shares registered for resale by the Resale Shareholders pursuant to the Resale Prospectus are not underwritten by the underwriter.

or "SGD" or "Singapore Dollars"

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existing shareholders who are selling certain of their Ordinary Shares pursuant to this offering, namely: (i) Big Treasure as to [●] Ordinary Shares; (ii) Fuji as to [●] Ordinary Shares and (iii) True Height as to [●] Ordinary Shares "Sport Singapore" :

(i) Big Treasure as to [●] Ordinary Shares; (ii) Fuji as to [●] Ordinary Shares and (iii) True Height as to [●] Ordinary Shares; all being existing shareholders of our Company that are selling a portion of their Ordinary Shares pursuant to this prospectus advocacy program under Singapore's Ministry of Culture, Community & Culture a mandatory national program in Singapore for primary school students under the Sport Singapore dedicated to promoting safety and education to public about the importance of water safety and to raise the standard of swimming proficiency in Singapore. The SwimSafer program comprises of six stages from beginner to advance levels as follows: SwimSafer Stage 1-Introduction to Water Skills; SwimSafer Stage 2-Fundamental Water Skills; SwimSafer Stage 3-Personal and Stroke Development Skills; SwimSafer Stage 4-Personal Survival & Stroke Improvement Skills; SwimSafer Stage 5-Intermediate Personal Survival & Stroke Refinement Skills; and SwimSafer Stage 6-Advance Personal Survival & Swimming Skill Proficiency "True Height" :

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Risk factors 3 changes

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we are unable to obtain or renew the relevant registrations, certifications, licenses, memberships or such registration certifications, licenses or memberships certifications are suspended or revoked by the relevant regulatory authorities in Singapore, our operation will have to be suspended and our business, operating and financial results may be materially and adversely affected. See "Regulatory Environment" on page 85 for more information on the relevant registrations and certifications required for the conduct of the business of the Group. As at the date of this prospectus, the Group is in compliance with all applicable regulatory requirements in Singapore.

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may not be approved to list our Ordinary Shares on the Nasdaq Capital Market or another national securities exchange, which listing is a condition to our offering.

will seek to list our Ordinary Shares on the Nasdaq Capital Market or another national securities exchange. We must get the approval of the Nasdaq Capital Market or another national securities exchange in order to list our Ordinary Shares, which listing is a condition we must meet in order to conduct this offering. In the event we are not approved to list on the Nasdaq Capital Market or another national securities exchange, we will not be able to conduct this offering. If we are unable to proceed with this offering, our access to public financing will be foreclosed and will limit our ability to grow our business.

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Capitalization 5 changes

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term loan of S$500,000 (US$379,000) was an unsecured borrowing from OCBC bank obtained in 2020 with an annual fixed interest rate of 2.5%. The loan is for a period of 5 years up to 2025. This amount was used to finance the expansion of our business. The loan agreement is attached as Exhibit 10.7 to this prospectus.

mortgage loan of S$420,000 (US$318,000) was a secured borrowing from OCBC bank obtained in 2023. The loan is for a period of 27 years up to 2050 2049 with an annual variable interest rate of 4.82%. This amount was used to finance the purchasing of our new office at 7030 Ang Mo Kio Avenue 5 #09-102 Singapore 569880. The loan agreement is attached as Exhibit 10.8 to this prospectus.

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loans pertain to interest-free loans entered into with Ms. Lee on January 3, 2024 in order to fund the costs of this offering. The original loan amount was for up to US$800,000, and the total amount utilized for the related party loan as of the date of this prospectus is approximately $651,000 (US$494,000). We intend to repay the loan in full using proceeds from this offering, in accordance with the terms of the loan agreement. The loan is repayable upon the earlier of a listing of our Shares on Nasdaq or March 31, 2025. The loan agreement is attached as Exhibit 10.9 to this prospectus.

amounting to S$1.449 million and S$1.236 million (US$937,000) were paid by the companies within our Group for the years ending December 31, 2022 and 2023 respectively. These dividends were distributed to our sole shareholder as of December 31, 2022 and 2023 respectively and were set off against the amounts due from such shareholder prior to December 31, 2023. Such dividend payment should not be considered as a guarantee or indication that those companies within our Group will declare and pay dividends in such manner in the future or at all. To the extent dividends are declared/paid in the future, the change in the rate or amount would be dependent on the factors set out below.

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considering the distribution of a dividend in the future, our Board shall will take into account, among other things, the following factors when deciding whether to propose a dividend and in determining the dividend amount: (a) operating and financial results; (b) cash flow situation; (c) business conditions and strategies; (d) future operations and earnings; (e) taxation considerations; (f) interim dividend paid, if any; (g) capital requirement and expenditure plans; (h) interests of shareholders; (i) statutory and regulatory restrictions;

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Market risk 4 changes

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On [●], 2024, Big Treasure and Fuji transferred their entire equity interest in Northen Star to us in consideration of our allotment and issue to each of them one Share credited as fully paid.

Our authorized share capital is US$500,000 divided into 500,000,000 Ordinary Shares, par value of US$0.001 each. Following incorporation, our entire issued one ordinary share capital was held by transferred to Ms. Lee for cash at par. Ms. Lee then transferred such one share to her wholly-owned company, Big Treasure, on [●], June 19, 2024. On December 15, 2023, Fuji entered into an agreement with Ms. Lee to acquire 4.90% of the issued share capital of the proposed holding company of Fitness Champs and Fitness Aquatics for US$470,000. On June 19, 2024, Big Treasure, Easy Builder, Creative Path, Fuji, Biostar, and True Height subscribed for approximately 64.72%, 19.09%, 4.90%, 4.90%, 4.44% and 1.95% of the issued share capital of our Company respectively. On June 19, 2024, Big Treasure and Fuji transferred their entire equity interest in Northen Star to us in consideration of our allotment and issue to each of them one Share credited as fully paid.

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Champs was incorporated in Singapore on December 5, 2012. Fitness Champs is our indirect wholly-owned subsidiary and has an issued share capital of 10,000 shares, all of which are held by Northen Star Limited, our direct wholly-owned subsidiary following an internal group reorganization on [●], June 19, 2024. Fitness Champs carries on the business of sports education in the form of swimming lessons provided through government related contracts through Singapore's national SwimSafer program.

Aquatics was incorporated in Singapore on July 15, 2015. Fitness Aquatics is our indirect wholly-owned subsidiary and has an issued share capital of 1,000 shares, all of which are held by Northen Star, our direct wholly-owned subsidiary following an internal reorganization on [●], June 19, 2024. Fitness Aquatics provides sports education in the form of private swimming lessons.

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Management 18 changes

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Lay has over 13 years of experience in financial management in different industries.

July 2010 to December 2011, Mr. Lay worked as an associate at KPMG Services Pte. Ltd., a management consulting service provider in Singapore.

From December 2011 to June 2016, Mr. Lay was an associate to manager at Provenance Capital Pte. Ltd., where he advised on various capital markets transactions in Singapore. From June 2016 to May 2017, Mr. Lay served as the manager at PrimePartners Corporate Finance Pte.

Ltd., a provider of financial advisory and capital raising services in Singapore. From May 2017 to October 2023, he was the associate director, team leader and the registered professional of the Singapore Exchange Securities Trading Limited ("SGX-ST") at RHT Capital Pte. Ltd., a Singapore company providing consulting services in the capital markets, where he was responsible for client development and relationship management. Since November 2023, Mr. Lay has served as the vice president and a registered professional of the SGX-ST for introducing and continuing at Evolve Capital Advisory Private Limited, a boutique corporate investment bank in Singapore.

Lay has experience in accounting and finance. Since November 2023, Mr. Lay has served as the Vice President and a Registered Professional of Evolve Capital Advisory Private Limited ("ECA"), a boutique corporate investment bank in Singapore. ECA is a Capital Market Services license holder licensed by the Monetary Authority of Singapore ("MAS") and a Full Sponsor approved by the Singapore Exchange. From May 2017 to October 2023, he was Associate Director, Team Lead, Registered Professional at RHT Capital Pte. Ltd., a Capital Market Services license holder licensed by the MAS and a Full Sponsor approved by the Singapore Exchange. During his tenure with RHT Capital Pte. Ltd., he led his team in several successful IPOs and acted as the financial adviser in projects which involve the privatization and buyout of listed companies. From June 2016 to May 2017, Mr. Lay served as the Manager at Prime Partners Corporate Finance Pte. Ltd., a Capital Market Services license holder licensed by the MAS and a Full Sponsor approved by the Singapore Exchange, where he was involved in the IPO projects and reverse take-over. Between December 2011 to June 2016, Mr. Lay was an associate to Manager at Provenance Capital Pte. Ltd., a Capital Market Services license holder licensed by the MAS, where he advised on various capital markets transactions in Singapore. From July 2010 to December 2011, he worked as an associate at KPMG Services Pte. Ltd., a global auditing firm. Since April 2024, Mr. Lay has been an Independent Director and chairman of the audit committee of China Yuanbang Property Holdings Limited, a company listed on the Mainboard of the Singapore Exchange.

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a company incorporated in the Cayman Islands, we qualify as a foreign private issuer that is permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the corporate governance listing requirements of the Nasdaq Capital Market or another national securities exchange. These practices may afford less protection to shareholders than they would enjoy if we complied fully with corporate governance listing requirements of such exchanges. Following this offering, we do not intend to rely on home country practice as a majority of the directors on our Board will be independent directors. In addition, we will be a "controlled company" under within the meaning of the Nasdaq Capital Market or another national securities exchange rules following the completion of this offering because more than 50% of the voting power of our common stock will be controlled indirectly by Ms. Lee. See "Principal and Selling Shareholders." As a result, we will be eligible for certain exemptions exemption from the corporate governance requirements of the Nasdaq Capital Market or another national securities exchange including (i) the requirement that a majority of our Board must be independent directors, (ii) the requirement that our Director nominees must be selected or recommended solely by independent directors. and (iii) the requirement that We have a corporate governance and nominating committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities. While we do not currently intend to rely on these exemptions this exemption and will comply with all such other listing requirements. if we cease to be a foreign private issuer, we intend to rely on these exemptions. As a result of being a foreign private issuer and a controlled company, you may not have the same protection afforded to shareholders of companies that are not exempt from the corporate governance requirements identified above.

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Big Treasure is wholly-owned by Ms. Lee.

Easy Builder is wholly-owned by Ms. Hong Shieh Yung, Travis.

prospectus covers the offering of in aggregate [●] Ordinary Shares by the Selling Shareholders. This prospectus and any prospectus supplement will only permit the Selling Shareholder Shareholders to sell the number of Ordinary Shares identified in the column "Number of Ordinary Shares to be Sold." The Ordinary Shares owned by the Selling Shareholders are "restricted" securities under applicable United States federal and state securities laws and are being registered pursuant to this prospectus to enable the Selling Shareholders the opportunity to sell those Ordinary Shares.

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Treasure is wholly-owned by Ms. Lee, our executive director, chief executive officer and controlling shareholder. Big Treasure is selling certain Ordinary Shares so as to allow for its ultimate beneficial owner, Ms. Lee to recoup some of her costs for founding and managing the Group since its establishment.

True Height is wholly-owned by Mr. Ee Zhi Chang, a consultant of the Company and an Independent Third Party.

Fuji is wholly-owned by Mr. Chang Kin Man, an Independent Third Party. Fuji entered into an agreement with Ms. Lee on December 15, 2023 to acquire shares in the holding company of Fitness Champs and Fitness Aquatics for US$470,000. It was an understanding between Ms. Lee and Fuji that Fuji would be permitted to sell certain of its Ordinary Shares to recoup a portion of its investment in the Company.

Other than Ms. Lee, none of the other Selling Shareholders have had any position, office or other material relationship with the Group or any of its predecessors or affiliates within the past three years.

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[●], our Company was incorporated in the Cayman Islands and the one initial share held by Conyers, Dill & Pearman was transferred to Ms. Lee for cash at par. On [●], Ms. Lee transferred the one share to her wholly-owned company, Big Treasure. On [●], 2024, Big Treasure, Easy Builder, Biostar, Fuji, True Height, and Creative Path subscribed for and were allotted 64,999, 19,090, 4,900, 4,441, 1,670 and 900 Ordinary Shares respectively for cash at par.

to the effective date of the registration statement of which this prospectus forms a part, and pursuant to a sale and purchase agreement to be entered into by and among Ms. Lee, Fuji and the Company as part of a group reorganization, our Company issued one Ordinary Share to each of Big Treasure (as Ms. Lee's nominee) and Fuji in exchange for their transferring their entire equity interests in Northen Star to our Company.

Our Company was incorporated in the

Cayman Islands on February 15, 2024 under the Companies Act as an exempted company with limited liability. Our authorized share capital is US$500,000 divided into 500,000,000 Ordinary Shares, par value of US$0.001 each. Following incorporation, one ordinary share was transferred to Ms. Lee for cash at par. Ms. Lee then transferred such one share to her wholly-owned company, Big Treasure, on June 19, 2024. On December 15, 2023, Fuji entered into an agreement with Ms. Lee to acquire 4.90% of the issued share capital of the proposed holding company of Fitness Champs and Fitness Aquatics for US$470,000. On June 19, 2024, Big Treasure, Easy Builder, Creative Path, Fuji, Biostar, and True Height subscribed for approximately 64.72%, 19.09%, 4.90%, 4.90%, 4.44% and 1.95% of the issued share capital of our Company respectively.

On June 19, 2024, Big Treasure and Fuji transferred their entire equity interest in Northen Star to us.

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Plan of distribution 1 change

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officers, Directors and principal shareholders (5% or more shareholders) have agreed to a 6-month "lock-up" period from the closing of this offering with respect to the Ordinary Shares that they beneficially own, including the issuance of shares upon the exercise of convertible securities and options that are currently outstanding or which may be issued (which lock-up does not include the Ordinary Shares sold by the Selling Shareholders. in this offering or by the Resale Shareholders pursuant to the Resale Prospectus). This means that, for a period of 6 months following the closing of the offering, such persons may not offer, sell, pledge or otherwise dispose of these securities without the prior written consent of the Representative. We have also agreed, in the underwriting agreement, to similar restrictions on the issuance and sale of our securities for 6 months following the closing of this offering, subject to certain customary exceptions, without the prior written consent of the Representative.

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Note 17: SUBSEQUENT EVENTS 3 changes

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Usual and customary or specifically negotiated brokerage fees or commissions may be paid by the Resale Shareholders. No sales of the shares covered by this prospectus shall occur until the Ordinary Shares sold in our initial public offering begin trading on the Nasdaq Capital Market or another national securities exchange.

prospectus relates to the resale of [●] Ordinary Shares held by Creative Path Holdings Limited ("Creative Path"), Easy Builder Limited ("Easy Builder"), Biostar Developments Limited ("Biostar") and Fuji Investment Limited ("Fuji" and collectively with Creative Path, Easy Builder and Biostar and are the "Resale Shareholders"). We will not receive any of the proceeds from the sale of Ordinary Shares by the Resale Shareholders. None of the Resale Shareholders nor any of the natural persons who control the Resale Shareholders has held any position, office or had any material relationship with the Company or any of its subsidiaries predecessors or affiliates within the past three years from the date of the filing of the registration statement.

of shares sold by the Resale Shareholders until our Ordinary Shares are listed or quoted on an established public trading market will take place at the public offering price of the Ordinary Shares which we are selling in after our initial public offering, which is set at between US$[●] and US$[●] per Ordinary Share. Thereafter, any sales will occur at prevailing market prices or in privately negotiated prices. No sales of the shares covered by this prospectus shall occur until the Ordinary Shares sold in our initial public offering begin trading on the Nasdaq Capital Market or another national securities exchange. The distribution of securities offered hereby may be effected in one or more transactions that may take place in ordinary brokers' transactions, privately negotiated transactions or through sales to one or more dealers for resale of such securities as principals. Usual and customary or specifically negotiated brokerage fees or commissions may be paid by the Resale Shareholders.

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Use of proceeds 4 changes

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Ordinary Shares being offered by Creative Path were issued to it on [●], June 19, 2024. We are registering [●] Ordinary Shares for them in order to permit them to offer the Ordinary Shares for resale from time to time.

Ordinary Shares being offered by Easy Builder were issued to it on [●], June 19, 2024. We are registering [●] Ordinary Shares for them in order to permit them to offer the Ordinary Shares for resale from time to time.

Ordinary Shares being offered by Biostar were issued to it on [●], June 19, 2024. We are registering [●] Ordinary Shares for them in order to permit them to offer the Ordinary Shares for resale from time to time.

Ordinary Shares being offered by Fuji were issued to it on [●], January 11, 2024. We are registering [●] Ordinary Shares for them in order to permit them to offer the Ordinary Shares for resale from time to time.

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