Fitness Champs Holdings: DRS filing (amended)

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submitted confidentially to the U.S. Securities and Exchange Commission on June 26, August 15, 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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to Completion, dated [●], August 15, 2024

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are an "Emerging Growth Company" and a "Foreign Private Issuer" under applicable U.S. federal securities laws and, as such, are eligible for reduced public company reporting requirements. Please see Implications of Being an Emerging Growth Company and Implications of Being a Foreign Private Issuer beginning on page [●] and page [●] of this prospectus for more information.

Growth Company and Implications of Being a Foreign Private Issuer beginning on page 11 and page 11 of this prospectus for more information.

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"controlled company" exemption under the Nasdaq listing rules, we could elect to rely on this exemption in the future. If we elected to rely on the "controlled company" exemption, a majority of the members of our board of directors might not be independent directors and our nominating and corporate governance and remuneration committees might not consist entirely of independent directors upon closing of the offering set forth in this prospectus. ( the "Offering").

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Excludes fees and expenses payable to the underwriter. The total amount of underwriter expenses related to this offering is set forth in the section entitled "Expenses Relating to This Offering" on page [●]. 125.

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SECURITIES USA. INC.

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Forward-looking statements 2 changes

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Path Holdings Limited, a company incorporated in the BVI and wholly-owned by Ms. LimShu Lim Shu Qi, an Independent Third Party, and that holds 4.90% of our Company prior to this offering the directors of our Company as at the date of this prospectus, unless otherwise stated "Easy Builder" :

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believe we are a leading sports education provider in Singapore specializing based on the following: (i) in 2023, we were the provision largest service provider of swimming programs the SwimSafer Program based on the number of assessment bookings, accounting for approximately 30% of market share; and (ii) we are one of the few swim education providers in Singapore that provides both services to students under training programs funded by the Singapore Government and provision of customized private swimming training services. We offer general swimming lessons to children and adults, with ladies-only swimming lessons available, as well as aquatic sports classes such as water polo, competitive swimming and lifesaving. We believe in imparting the correct swim stroke techniques and skills to all of our students so that they can learn to swim within the shortest time span in a variety of strokes, ranging from freestyle, breaststroke, butterfly, survival backstroke and side kick. We are one of the largest providers of swimming lessons to children enrolled in public schools under the MOE in Singapore through the SwimSafer program, and have been offering private swimming lessons to children, youths and adults under our brand "Fitness Champs" since 2012. We aim to make swimming an enjoyable and affordable sport for children and adults, for water safety and as a way of keeping fit and healthy have an established track record and brand awareness in providing swimming lessons in Singapore.

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Risk factors 5 changes

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of substantial amounts of our Ordinary Shares in the public market after the completion of this offering and from the sale of shares held by our Resale Shareholders through the Resale Prospectus, or the perception that these sales could occur could adversely affect the market price of our shares and could materially impair our ability to raise capital through equity offerings in the future.

Prior to the sale of our shares in this offering, we have [●] Ordinary Shares outstanding. The Ordinary Shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act, and shares held by the Resale Shareholders that are not being sold in this offering may also be sold in the public market subject to lock-up and/or leak-out and to restrictions in Rule 144 and Rule 701 under the Securities Act. Furthermore, Ordinary Shares held by Fuji are not subject to lock-up agreements and may be sold pursuant to the Resale Prospectus without restriction. [●] Ordinary Shares held by Easy Builder that are being offered for sale in the Resale Prospectus are not subject to any lock up or leak out provisions.

of substantial amounts of our Ordinary Shares in The public market after the completion of this offering and from the sale of shares held by our Resale Shareholders through the Resale Prospectus, or the perception that these sales could occur could adversely affect the market price of our shares and could materially impair our ability to raise capital through equity offerings in the future. Prior to the sale of our shares in this offering, we have remaining [●] Ordinary Shares outstanding. The Ordinary Shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act, and shares held by the Resale Shareholders that are not being sold in this offering may also be sold in the public market subject to the restrictions in Rule 144 and Rule 701 under the Securities Act. Furthermore, Ordinary Shares held by the Resale Shareholders Easy Builder are not subject to lock-up agreements and may be sold pursuant to the Resale Prospectus. a 180-day-lock up. See page 124 for further disclosure. There will be [●] Ordinary Shares outstanding immediately after this offering. In connection with this offering, other than Big Treasure, which is wholly-owned by Ms. Lee and is which is one of the Selling Shareholders, our Directors and Executive Officers named in the section "Management," have agreed not to sell any shares until 180 days after the date of this prospectus without the prior written consent of the representative of the underwriter, subject to certain exceptions, unless the underwriters release these securities from these restrictions. The Resale Shareholders may be willing to accept a lower sales price than the price investors pay in this offering, which could substantially lower the market price of our Ordinary Shares. We cannot predict what effect, if any, market sales of securities held by the Resale Shareholders or any other shareholder or the availability of these securities for future sale will have on the market price of our shares. See "Underwriting" and "Shares Eligible for Future Sale" for a more detailed description of the restrictions on selling our securities after this offering.

We cannot predict what effect, if any, market sales of securities held by the Resale Shareholders or any other shareholder or the availability of these securities for future sale will have on the market price of our shares. See "Underwriting" and "Shares Eligible for Future Sale" for a more detailed description of the restrictions on selling our securities after this offering.

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corporate governance practices in the Cayman Islands, which is our home country, differ significantly from requirements for companies incorporated in other jurisdictions such as U.S. states. Currently, we do not plan to rely on home country practice with respect to corporate governance matters. Accordingly, In the event we choose to do so in the future, our shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.

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Capitalization 1 change

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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. At this time, we do not anticipate paying out dividends as we will be focusing on growing and investing in our business. 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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Dilution 4 changes

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Amount due from director

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Net cash provided by (used in) investing activities

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Amount due from director

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Net cash used in provided by financing activities

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MD&A 9 changes

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Net cash provided by (used in) investing activities

Net cash used in provided by financing activities

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the year ended December 31, 2022, our net cash used in investing activities amounted to approximately S$542,000 (US$411,000). This primarily resulted from the sales proceeds from the disposal of an industrial property. In addition, amount due from a director was offset by dividends payment of S$1.449 million (US$1.098 million).

the year ended December 31, 2023, our net cash used in investing activities totaled approximately S$608,000 (US$460,000).

the year ended December 31, 2023, our net cash used in investing activities totaled approximately S$1.278 million (US$968,000). This figure primarily comprised a purchase of property, plant, and equipment amounting to S$611,000 (US$463,000). In addition, dividends amounting to S$1.236 million (US$937,000) were paid by offsetting them from the amount due from a director.

the year ended December 31, 2022, our net cash provided by investing activities amounted to approximately S$396,000 (US$300,000).

This primarily resulted from the sales proceeds from the disposal of an industrial property.

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the year ended December 31, 2023, our net cash provided by used in financing activities was approximately S$293,000 (US$222,000) S$377,000 (US$286,000) primarily consists of loan drawdown of approximately S$420,000 (US$318,000) offset by repayment of loan of approximately S$105,000 (US$79,000), and interest paid of approximately S$22,000 (US$17,000), and the year ended December 31, 2022, our net cash used in financing activities was approximately S$441,000 primarily consisting of repayment balances of loan loans to and from the director of approximately S$424,000 S$670,000 (US$508,000) and interest dividends amounting to S$1.236 million (US$937,000) were paid of approximately S$17,000. by offsetting them from the amount due from a director.

the year ended December 31, 2022, our net cash used in financing activities was approximately S$1.379 million primarily consisting of repayment of loan of approximately S$424,000, interest paid of approximately S$17,000 and net balances of loans to and from the director of amount due from a director was offset by dividends payment of S$1.449 million (US$1.098 million).

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Management 14 changes

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We currently intend to follow Cayman Islands corporate governance practices in lieu of the corporate governance requirements of the Nasdaq Capital Market or another national securities exchange, in respect of including the following:

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In the event that we elect in the future to rely on home country practice in regards to corporate governance, we would not be obliged to follow the above listed Nasdaq Capital Market listing rules and investors may have fewer protections.

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Ms. Joyce Lee Jue Hui (1)

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Big Treasure is wholly-owned by Ms. Lee.

held by Named Executive Directors and Executive Officers and Independent Director Nominees:

5% or Greater Shareholders:

held by 5% of Greater Shareholders:

(1) Ms. Lee's holdings include her holdings individually

and those shares held in Big Treasure.

Big Treasure is wholly-owned by Ms. Lee. The shares reflected to Big Treasure here do not include Ms. Lee's individual holdings. The total number of shares controlled by Ms. Lee is reflected above under "Named Executive Directors and Executive Officers," which includes both the shares she holds individually ([●] shares) and the shares she holds indirectly through her control of Big Treasure ([●] shares).

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

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

Big 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. The shares numbers attributed to Big Treasure in this table do not include the number of shares held by Ms. Lee individually, which are [●] shares as noted in the beneficial ownership table above under "Named Executive Directors and Executive Officers."

Height is wholly-owned by Mr. Ee Zhi Chang. Mr. Ee was hired as a consultant by the Company on August 5, 2023 for the limited scope and purpose of providing assistance with this Offering, and as part of his compensation, Mr. Ee was granted 1.95% of the shares of the Company, as calculated on a pre-offering basis, which shares Mr. Ee directed be issued to True Height. In addition, Mr. Ee will receive cash compensation equal to 1.25% of the market capitalization of the Company at the time of the Offering, which at this time we estimate will be [$●]. There is no other relationship between Mr. Ee and True Height and the Group and Mr. Ee and True Height are each an Independent Third Party.

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Plan of distribution 6 changes

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(ii) all fees and expenses relating to the listing of the Ordinary Shares on Nasdaq Capital Market or another national securities exchange;

(iii) all reasonable fees, expenses and disbursements relating to background checks of the Company's officers and Directors; (iv) legal fees, costs and expenses incurred by the Representative, including all reasonable travel and lodging expenses incurred by the Representative or its counsel in connection with visits to, and examinations of, the Company; (v) translation costs for due diligence purposes; (vi) all fees, expenses and disbursements relating to the registration or qualification of such Ordinary Shares under the "blue sky" securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees and the reasonable fees and disbursements of Representative's counsel); (vii) the costs of all mailing and printing of the underwriting documents, registration statements, prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final prospectuses as the Representative may reasonably deem necessary; (viii) the costs of preparing, printing and delivering certificates representing the Ordinary Shares and the fees and expenses of the transfer agent for such shares;

(ix) stock transfer taxes, if any; (x) the fees and expenses of the Company's accountants, legal counsel, public relations firm and other agents and representatives; (xi) all expenses, including without limitation, travel and lodging expenses for all road show meetings and preparation of a power point presentation; and (xii) the costs associated with "tombstone or Lucite" advertisements, at a total cost of US$280,000.

estimate that the total expenses of the offering payable by us, excluding the underwriter' discount and commissions and non-accountable expense allowance will be approximately US$[●] including a maximum aggregate reimbursement of US$280,000 of the Representative's accountable expenses.

have agreed to reimburse the Representative up to a maximum of US$280,000 for out-of-pocket accountable expenses (including the legal fees and other disbursements as disclosed below). We agreed to pay US$80,000 US$35,000 as an advance towards the Representative's accountable expenses (US$40,000 paid upon execution of the engagement letter in connection with this offering and an additional US$40,000 to be paid upon initial filing of (the registration statement for this offering with the SEC), (together, the "Advance"). As of the date of this prospectus, we have paid US$[●] of the Advance to the Representative; Any portion of the Advance will be returned to us to the extent the Representative's out-of-pocket accountable expenses are not actually incurred in accordance with FINRA have agreed to pay expenses relating to estimate that the offering, including but not limited to (i) all filing fees and communication total expenses relating to the registration of the Ordinary Shares to be sold in this offering with payable by us, excluding the SEC underwriter' discount and the filing commissions and non-accountable expense allowance will be approximately US$[●] including a maximum aggregate reimbursement of US$280,000 of the offering materials with FINRA; Representative's accountable expenses.

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a period of 12 months from the completion of this offering, we have granted the Representative the right of first refusal to act as lead sole bookrunning manager and bookrunner sole underwriter or lead sole placement agent with respect to any public or private sale of the securities of the Company and/or any of its subsidiaries.

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Notes to the financial statements 4 changes

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Amount due from director

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Net cash provided by (used in) investing activities

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Amount due from director

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Net cash used in provided by financing activities

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Note 1: BUSINESS OVERVIEW AND BASIS OF PRESENTATION 1 change

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[●], 2024, the initial one share of the Company was transferred by Ms. Lee to Big Treasure Investments Limited ("Big Treasure") and each of Big Treasure, Biostar Developments Limited ("Biostar"), Easy Builder Limited ("Easy Builder"), Creative Path Holdings Limited ("Creative Path"), True Height Limited ("True Height") and Fuji Investment Limited ("Fuji") subscribed for 64,718; 64,717; 4,440; 19,090; 4,900; 1,950; and 4,900 shares respectively for cash at par resulting in Big Treasure, Biostar, Easy Builder, Creative Path, True Height, and Fuji holding approximately 64.72%; 4.44%; 19.09%, 4.90%, 1.95% and 4.90%, respectively, of Fitness Holdings' entire issued share capital (the "Restructuring").

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Use of proceeds 17 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. Creative Path is wholly-owned by Ms. Lim Shu Qi and has a registered address of Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.

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. Easy Builder is wholly-owned by Mr. Hong Shieh Yng, Travis and has a registered address of Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.

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. Biostar is wholly-owned by Ms. Yau Ying Ying and has a registered address of Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.

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. Fuji is wholly-owned by Ms. Chang Kin Man and has a registered address of Sea Meadow House, (P.O. Box 116), Road Town, Tortola, British Virgin Islands.

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Easy Builder is selling [●] Ordinary Shares as a selling shareholder under the registration statement in connection with our initial public offering and were offered through a firm commitment underwritten offering and Easy Builder is offering the balance of its holdings in the Company, which is [●] Ordinary Shares as a Resale Shareholder. The Ordinary Shares Beneficially Owned Prior to the Offering reflects the fact that Easy Builder sold [●] shares in our initial public offering.

Path Lock-up/Leak-out Terms

Path entered into a lock-up and leak-out

Path Holdings Limited entered into a lock-up and leak-out agreement with the Company, pursuant to which Creative Path has agreed not to sell [●] Ordinary Shares for a period of 90 days from the date of the effective date of the Company's registration statement. However, [●] Ordinary Shares (being [50%] of the Ordinary Shares held by it) under such lock up may be sold ("Creative Path Resale Shares") as follows:

However, [●] Ordinary Shares (being [50%] of the Ordinary Shares held by it) under such lock up may be sold ("Creative Path (a) Creative Path may sell up to [●]% of the Creative Path Resale Shares if (i) the Nasdaq Official Closing Price of the Ordinary Shares of the Company as reported on nasdaq.com ("NOCP") on ally two consecutive trading days equals or exceeds [●]% of the offer price per share in the initial public offer; and (ii) the average daily trading volume (as reported as the NLS Volume on nasdaq.com) ("Trading Volume") of the Ordinary Shares on Nasdaq over such two consecutive trading days equals or exceeds [●] Ordinary (b) Creative Path may sell up to an additional [●]% of the Creative Path Resale Shares if (i) the NOCP on any two consecutive trading days equals or exceeds [●]% of the offer price per share in the initial public offering; and (ii) the average daily Trading Volume of the Ordinary Shares on the Nasdaq over such two consecutive trading days equals or exceeds [●] Ordinary Shares;

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Lock-up/Leak-out Terms

Developments Limted entered into a lock-up leak-out agreement with the Company, pursuant to which Biostar has agreed not to sell [●] Ordinary Shares for a period of 90 days from the date of the effective date of the Company's registration statement. However, [●] Ordinary Shares (being [50%] of the Ordinary Shares held by it) under such lock up may be sold ("Biostar Resale Shares") as follows:

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Easy Builder Lock-up Terms

Other than the [●] Ordinary

Shares offered for resale by Easy Rider, the remaining [●] Ordinary Shares held by Easy Builder are subject to lock-up for a period of 180 days from the date of the effective date of the Company's registration statement.

Unrestricted Fuji Ordinary Shares

The [●] Ordinary Shares offered

by resale by Fuji are not subject to any lock-up or leak out restrictions.