Fitness Champs Holdings: securities offering

Cover page 24 changes

submitted confidentially to the U.S. Securities and Exchange Commission on 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.

filed with the Securities and Exchange Commission on [●] September 9, 2024

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Ordinary Shares are offered by the Selling Shareholders.

Offering Prospectus. A prospectus (the " Public Offering Prospectus ") to be used for the initial public offering of [●] 2,000,000 ordinary shares of the Registrant (the " Ordinary Shares ") through the underwriter named in the Underwriting section of the Public Offering Prospectus, of which [●] 1,500,000 Ordinary Shares are offered by the Registrant and an aggregate of [●] 500,000 Ordinary Shares are offered by the Selling Shareholders.

Prospectus. A prospectus to be used for the potential resale by the Resale Shareholders of an aggregate of [●] 2,992,150 Ordinary

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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to Completion, dated August 15, 2024

to Completion, dated September 9, 2024

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We are offering [●] Ordinary Shares and the Selling Shareholders (as defined and named herein) are offering an aggregate of [●]

Shares to be sold by the Selling Shareholders. We anticipate that the initial public offering price of the Ordinary Shares will be between

US$[●] and US$[●] per Ordinary Share.

[●] 500,000 Ordinary Shares by the Selling Shareholders

Selling Shareholders

is an initial public offering of our ordinary shares, of par value US$0.001 US$0.000005 per share (the " Ordinary Shares ").

We are offering 1,500,000 Ordinary Shares and the Selling Shareholders (as defined and named herein) are offering an aggregate of 500,000 Ordinary Shares to be sold in the offering pursuant to this prospectus. We will not receive any proceeds from the sale of the Ordinary Shares to be sold by the Selling Shareholders. We anticipate that the initial public offering price of the Ordinary

Shares will be between US$4.00 and US$5.00 per Ordinary Share.

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

Nasdaq Capital Market or another national securities exchange under the symbol "[FC12]". "FCHL". 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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Ms. Joyce Lee Jue Hui will control, through her wholly-owned company Big Treasure Investments Limited, [●] Ordinary Shares representing approximately [●]% of the voting power of our issued and outstanding Ordinary Shares. Although we do not intend to rely on the

completion of this offering, our issued and outstanding shares will consist of [●] 16,500,000* Ordinary Shares. We will be a "controlled company" as defined under Nasdaq Capital Market Marketplace Rule 5615(c) because, immediately after the completion of this offering,

Ms. Joyce Lee Jue Hui will control, through her wholly-owned company Big Treasure Investments Limited, 9,507,850 Ordinary Shares representing approximately 57.62% of the voting power of our issued and outstanding Ordinary Shares. Although we do not intend to rely on the "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 restructuring is implemented as proposed herein.

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Initial public offering price per share is assumed to be US$[●] US$4.00 (being the mid-point lower end of the offer price range as set out in the cover page of this prospectus).

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Includes US$[●] US$6,000,000 gross proceeds from the sale of [●] 1,500,000 Ordinary Shares offered by our Company and US$[●] US$2,000,000 gross proceeds from the sale of [●] 500,000 in aggregate Ordinary Shares offered by the Selling Shareholders, assuming the low end of the offer price range per share).

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Forward-looking statements 7 changes

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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."

Northen Star Limited, a company incorporated

Star Limited, a company incorporated in the BVI and wholly-owned by our Company and which is the immediate holding company of Fitness Champs and Fitness Aquatics "NWSC" :

National Water Safety Council of Singapore

those shareholders who are selling Ordinary

Shares pursuant to the Resale Prospectus, collectively Creative Path, Easy Builder, Biostar, Fuji and True Height, and each a "Resale Shareholder." Creative Path holds [●] 735,000 Ordinary Shares prior to the resale offering and is offering [●] 735,000 Ordinary Shares for resale pursuant to the Resale Prospectus, Easy Builder holds [●] 2,863,500 Ordinary Shares prior to the resale offering and is offering [●] 863,500 Ordinary Shares for resale pursuant to the Resale Prospectus, Biostar holds [●] 666,000 Ordinary Shares prior to the resale offering and is offering [●] 666,000 Ordinary Shares for resale pursuant to the Resale Prospectus, and Fuji holds [●] 535,150 Ordinary Shares prior to the resale offering and is offering [●] 535,150 Ordinary Shares for resale pursuant to the Resale Prospectus, and True Height holds 192,500 Ordinary Shares prior to the resale offering and is offering 192,500 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. Fuji is selling 200,000 shares as a Selling Shareholder and True Height is selling 100,000 shares as a Selling Shareholder, which shares will be sold pursuant to the issuer's firm offering prior to shares being offered for sale pursuant to the Resale Prospectus.

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those existing shareholders who are selling certain of their Ordinary Shares pursuant to this offering, namely: (i) Big Treasure as to [●] 200,000 Ordinary Shares; (ii) Fuji as to [●] 200,000 Ordinary Shares and (iii) True Height as to [●] 100,000 Ordinary Shares "Sport Singapore" :

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The offering 4 changes

initial public offering price will be between US$[●] US$4.00 and US$[●] US$5.00 per Ordinary Share.

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Ordinary Shares (of which Big Treasure is selling [●] Ordinary Shares; True Height is selling [●] Ordinary Shares and Fuji is selling [●] Ordinary Shares).

200,000 Ordinary Shares; True Height is selling 100,000 Ordinary Shares and Fuji is selling 200,000 Ordinary Shares).

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Shares to be issued and outstanding immediately after this offering of proceeds estimate that the net proceeds to us from this offering will be approximately $[●] million, based on an assumed initial public offering price of $[●] $4.00 per Ordinary Share, which is the mid-point lower end of the offer price range set forth on the cover of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

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Risk factors 8 changes

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each of the two years ended December 31, 2023 and 2022, we had a coaching team of 238 and 183 individuals, respectively. We rely on our team, in particular our coaches, to develop and provide classes and structured programs and certain other services such as [●] to our students. As such, we believe that the ability of our coaching team to provide support to our students in their pursuit of the ability to swim and swim well remains critical to the trust in which students and their parents place in our brand and our teaching style, methodology and technique.

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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.

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.

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 [●] 15,000,000 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, 535,150 Ordinary Shares held by Fuji, and 192,500 Ordinary Shares held by True Height 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.

863,500 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. The remaining [●] 2,000,000 Ordinary Shares held by Easy Builder are subject to a 180-day-lock 90-day-lock up. 735,000 Ordinary Shares held by Creative Path are subject to lock-up and leak-out provisions. 666,000 Ordinary Shares held by Biostar are subject to lock-up and leak-out provisions. See page 124 for further disclosure. There will be [●] 16,500,000 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.

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you purchase Ordinary Shares in this offering, you will pay substantially more than our net tangible book value per Ordinary Share. As a result, you will experience immediate and substantial dilution of US$[●] per Ordinary Share, representing the difference between our as adjusted net tangible book value per Ordinary Share of US$[●] as of [●], 2023, after giving effect to the net proceeds to us from this offering, assuming no change to the number of Ordinary Shares offered by us as set forth on the cover page of this prospectus and an assumed public offering price of US$[●] US$4.00 per Ordinary Share (being the mid-point low end of the initial public offering price range as set out in the cover page of this prospectus). See "Dilution" for a more complete description of how the value of your investment in our Ordinary Shares will be diluted upon the completion of this offering.

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Additionally, Ms. Lee's interests, or the interests of our Executive Officers and Directors as a whole, may not align with the interests of our other shareholders.

are currently controlled, and after this offering is completed, will continue to be controlled, indirectly by Ms. Lee. Upon completion of this offering, Ms. Lee, through Big Treasure will control [●]% 57.62% of the voting power of our Ordinary Shares. As long as Ms. Lee directly or indirectly owns or controls at least a majority of our outstanding voting power, she will have the ability to exercise substantial control over all corporate actions requiring shareholder approval, irrespective of how our other shareholders may vote, including the election and removal of Directors and the size of our Board of Directors, any amendment of our charter documents, or the approval of any merger or other significant corporate transaction, including a sale of substantially all of our assets. Even if Ms. Lee's indirect ownership falls below 50%, she will continue to be able to strongly influence or effectively control our decisions. Additionally, Ms. Lee's interests, or the interests of our Executive Officers and Directors as a whole, may not align with the interests of our other shareholders.

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Capitalization 2 changes

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a pro forma as adjusted basis to reflect (i) the above; (ii) the issuance and sale of [●] Ordinary 2,000,000Ordinary Shares in this offering at an assumed initial public offering price of US$[●] US$4.00 per Ordinary Share (being the mid-point lower end of the offer price range set out in the cover page of this prospectus), after deducting underwriting discounts and estimated offering expenses payable by us.

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Ordinary Shares, par value US$0.001 US$0.000005 per share, 500,000,000 100,000,000,000 Ordinary Shares authorized, 1 15,000,000 Ordinary Share outstanding on an actual basis, [●] 16,500,000 Ordinary Shares issued and outstanding on an as adjusted basis [●] Additional paid-in capital - [●] Accumulated other comprehensive loss - [●] Retained earnings [●] Total Shareholders' Equity [●] Indebtedness Bank loans [●] Related parties' loans [●] Total Indebtedness [●] Total Capitalization 1,136 [●] Indebtedness A table describing our indebtedness as of April 30, 2024 is as follows:

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Dilution 8 changes

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net tangible book value per Share represents our total tangible assets (total assets excluding goodwill and other intangible assets, net) less total liabilities, divided by the number of outstanding Ordinary Shares. After giving effect to the sale of Ordinary Shares in this offering by the Company at an assumed initial public offering price of US$[●] US$4.00 per Share (being the mid-point lower end of the offer price range as set out on the cover of this prospectus), after deducting US$[●] in underwriting discounts and commissions and estimated offering expenses payable by the Company of approximately US$[●], the pro forma as adjusted net tangible book value as of [●], 2023 would have been approximately US$[●], or US$[●] per Share. This represents an immediate increase in pro forma as adjusted net tangible book value of US$[●] per Share to our existing stockholders and an immediate dilution of US$[●] per Share to new investors purchasing Ordinary Shares in this offering.

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Ordinary share, par value US$0.000005 ,

100 ,000,000,000 shares authorized, 1 share issued and outstanding

Additional paid-in capital

Total shareholders' equity

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

Statements of Operations and Comprehensive Income

Ordinary share, par value US$0.001, 500,000,000 shares authorized, 1 share issued and outstanding Additional paid-in capital - - - Retained earnings Total shareholders' equity TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 1,093 1,619 1,227 Consolidated Statements of Operations and Comprehensive Income (Amount in thousands, except for share and per share data, or otherwise noted) Years ended December 31, 2022 2023 2023 S$'000 S$'000 US$'000 Revenues 2,764 4,650 3,525 Cost of revenue (1,570 ) (2,660 ) (2,016 ) Gross profit 1,194 1,990 1,509 Operating cost and expenses:

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Market risk 3 changes

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Our authorized share capital at such time was US$500,000 divided into 500,000,000 Ordinary Shares, par value of US$0.001 each.

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 in consideration of our allotment and issue to each of them one Share credited as fully paid.

On [●], 2024, for purposes of recapitalization in anticipation of the initial public offering, the Company intends to amend its memorandum of association to effect a 1:200 forward stock split and to change the authorized share capital to $500,000 divided into 100,000,000,000 ordinary shares, par value of $0.000005 each. Concurrently, Big Treasure will surrender 3,235,950 ordinary shares, Creative Path will surrender 245,000 ordinary shares, Easy Builder surrendered 954,500 ordinary shares, Biostar surrendered 222,000 ordinary shares, True Height will surrender 97,500 ordinary shares and Fuji will surrender 245,050 ordinary shares to the Company, respectively or 25.0% of their shareholdings each.

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Management 38 changes

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Yao joined our Group in January 2016 as a swim coach. Since [year], he has been planning Mr. Yao plans our swim training programs for children from 4 to 14 years old of different abilities, as well as conducting swim classes.

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Tang is currently holding a key management position as digital commercial & marketing leader in Decathlon Singapore Pte. Ltd. He has been serving in this role since April 2023, and is responsible for planning, leading and executing national branding and marketing campaigns, as well as managing marketing budget.

December 2020 to March 2023, Mr. Tang was the retail general manager and city leader of Nanjing, Yangzhou and Zhenjiang of Decathlon (Shanghai) Sports Co., Ltd (Nanjing Yuhua Branch). He set up the City Group Project to collectively drive corporate strategies and local business objectives. Mr. Tang then held a key management position as digital commercial & marketing leader in Decathlon Singapore Pte. Ltd. from April 2023 to August 2024, and where he was responsible for planning, leading and executing national branding and marketing campaigns, as well as managing marketing budget.

of September 2024. Mr. Tang is now serving as the Singapore Country Manager for MST Golf, a golf specialty retailer that is publicly listed in Malaysia.

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completion of this offering, Ms. Lee is expected to beneficially own/control, indirectly through Big Treasure, approximately 58.25% 57.62% of the aggregate voting power of our outstanding shares, assuming the sales of [●] 1,500,000 shares of common stock we are offering, and thus have the ability to determine all matters requiring approval by our stockholders. As a result, we may be a "controlled company" within the meaning of the Nasdaq listing rules. If we are a controlled company, we are permitted to elect to rely on certain exemptions from the obligations to comply with certain corporate governance requirements, including:

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the completion of this offering, our controlling shareholder, Big Treasure will beneficially own 58.25 % 57.62% of our total issued and outstanding Ordinary Shares, representing 58.25% 57.62% of the total voting power. As a result, we will be a "controlled company" as defined under Nasdaq Capital Market Listing Rule 5615(c), because our controlling shareholder will hold more than 50% of the voting power for the election of directors. As a "controlled company," we are permitted to elect not to comply with certain corporate governance requirements. The exemption we intend to rely on is that our Independent Director Nominees need not be selected or recommended solely by independent directors. As a result, you may not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.

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percentage ownership is based on [●] 15,000,000 Ordinary Shares issued and outstanding as at the date of this prospectus and, with respect to percent ownership after this offering, and assumes that the restructuring has taken place, as contemplated.

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and those shares held in Big Treasure.

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

through her holding of shares held by Big Treasure. Ms. Lee does not hold any Shares individually.

Big Treasure is wholly-owned by Ms. Lee The and reflects all shares reflected to Big Treasure here do not include held by Ms. Lee's individual holdings. Lee as she holds no Ordinary Shares individually. The total number of shares controlled by Ms. Lee through Big Treasuer is reflected above under "Named Executive Directors and Executive Officers" which includes both the shares she holds individually ([●] shares) and as all of the Ordinary Shares she holds are held indirectly through her control of Big Treasure ([●] (9,707,850 shares).

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

This assumes that Easy Builder sells no shares in the offering pursuant to the Resale Prospectus, pursuant to which Easy Builder is offering 863,500 Ordinary Shares. In the event Easy Builder sells all of the shares it is offering pursuant to the Resale Prospectus then the number of Ordinary Shares beneficially owned after the offering will be 2,000,000.

prospectus covers the offering of in aggregate [●] 500,000 Ordinary Shares by the Selling Shareholders. This prospectus and any prospectus supplement will only permit the Selling 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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Based on [●] 15,000,000 Ordinary Shares issued and outstanding immediately prior to the offering and [●] 16,500,000 Ordinary Shares to be issued and outstanding immediately after the offering.

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 All of the Shares held by Ms. Lee individually, which are [●] shares as noted in the beneficial held indirectly through her 100% ownership table above under "Named Executive Directors and Executive Officers." of Big Treasure .

True 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, subjected to a cap on the market capitalization of US$30 million, which at this time we estimate will be [$●]. 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. US$375,000.

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 (4) 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.

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Company has an outstanding amount due from the director amounting to S$565,000 and $ nil as of December 31, 2022 and 2023, respectively, and $ nil as of September [●], 2024.

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As of the date of this prospectus, [●] ordinary shares are issued and outstanding.

are a Cayman Islands exempted company and our affairs are governed by our memorandum and articles of association, as amended from time to time, and the Companies Act (As Revised) of the Cayman Islands, which we refer to as the Companies Act below, and the common law of of the date of this prospectus, our restructuring is effective, our authorized share capital is US$500,000 divided into 500,000,000 100,000,000,000 shares, par value of US$0.001 US$0.000005 each and 15,000,000 ordinary shares are issued and outstanding.

prior to the completion of this offering, we will have [●] 15,000,000 ordinary shares issued and outstanding. All of our shares issued and outstanding prior to the completion of the offering are and will be fully paid, and all of our shares to be issued in the offering will be issued as fully paid.

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completion of this offering, we will have [●] 16,500,000 Ordinary Shares issued.

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Path, one of the Resale Shareholders pursuant to the Resale Prospectus holding [●] 735,000 Ordinary Shares, entered into a lock-up and leak-out agreement with the Company, pursuant to which Creative Path has agreed not to sell [●] 735,000 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 735,000 Ordinary Shares held by it) under such lock up may be sold ("Creative Path Resale Shares") as follows:

Creative Path may sell up to [●]% 30% 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 any two consecutive trading days equals or exceeds [●]% 120% 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 [●]% 30% of the Creative Path Resale Shares if (i) the NOCP on any two consecutive trading days equals or exceeds [●]% 140% 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 [●] 500,000 Ordinary Shares;

Creative Path may sell the remaining [●]% 40% of the Creative Path Resale Shares if (i) the NOCP on any two consecutive trading days equals or exceeds [●]% 160% of the offer price per share in the initial public offering; and (ii) the average daily Trading Volume of the Ordinary Shares on Nasdaq over such two consecutive trading days equals or exceeds [●] 500,000 Ordinary Shares.

the purpose of clarity, the price and volume amounts in the above subparagraphs (a) through (c) shall be subject to adjustment for sub-divisions, consolidations or similar transactions affecting the Ordinary Shares following the effective date of the leak-out agreement. The conditions in the above subparagraphs are mutually inclusive and one condition need not be met before the others take effect. For example, if the offer price in this offering is $[●], $4.00, the average NOCP of the Ordinary Shares is $[●] $7.00 and the average Trading Volume of the Ordinary Shares on Nasdaq is [●] 500,000 for any two consecutive days, then all three of the above-mentioned conditions have been met and all of the Creative Path Resale Shares can be sold collectively.

one of the Resale Shareholders pursuant to the Resale Prospectus holding [●] 666,000 Ordinary Shares, entered into a lock-up leak-out agreement with the Company, pursuant to which Biostar has agreed not to sell [●] 666,000 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 666,000 Ordinary Shares held by it) under such lock up may be sold ("Biostar Resale Shares") as follows:

Biostar may sell up to [ ]% 30% of the Biostar Resale Shares if (i) the NOCP on any two consecutive trading days equals or exceeds [●]% 120% of the offer price per share in the initial public offer; and (ii) the average daily Trading Volume of the Ordinary Shares on Nasdaq over such two consecutive trading days equals or exceeds [●] 500,000 Ordinary Shares;

Biostar may sell up to an additional [●]% 30% of the Biostar Resale Shares if (i) the NOCP on any two consecutive trading days equals or exceeds [●]% 140% 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 [●] 500,000 Ordinary Shares;

Biostar may sell the remaining [●]% 40% of the Biostar Resale Shares if (i) the NOCP on any two consecutive trading days equals or exceeds [●]% 160% of the offer price per share in the initial public offering; and (ii) the average daily Trading Volume of the Ordinary Shares on Nasdaq over such two consecutive trading days equals or exceeds [●] 500,000 Ordinary Shares.

the purpose of clarity, the price and volume amounts in the above subparagraphs (a) through (c) shall be subject to adjustment for sub-divisions, consolidations or similar transactions affecting the Ordinary Shares following the effective date of the leak-out agreement. The conditions in the above subparagraphs are mutually inclusive and one condition need not be met before the others take effect. For example, if the offer price in this offering is $[●], the average NOCP of the Ordinary Shares is $[●] and the average Trading Volume of the Ordinary Shares on Nasdaq is [●] for any two consecutive days, then all three of the above-mentioned conditions have been met and all of the Biostar Resale Shares can be sold collectively.

Builder Lock-up Terms

Ordinary Shares held by Easy Builder are being offered pursuant to the Resale Prospectus without restriction. The remaining 2,000,000 Ordinary Shares held by Easy Builder are subject to lock-up for a period of 90 days from the date of the effective date of the Company's registration statement.

Fuji Ordinary Shares

535,150 Ordinary Shares offered for resale by Fuji are not subject to any lock-up or leak out restrictions.

True Height Ordinary Shares

192,500 Ordinary Shares offered for resale by True Heights are not subject to any lock-up or leak-out restrictions.

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Plan of distribution 12 changes

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Builder has entered into a lock-up agreement with the Company pursuant to which Easy Builder has agreed not to sell [2,000,000] Ordinary Shares for a period of 90 days from the date of the effective date of the Company's Registration Statement. The Representative has no present intention to waive or shorten any of the above lock-up period; periods; however, the terms of the lock-up agreements may be waived at its discretion. In determining whether to waive the terms of the lock-up agreements, the Representative may base its decision on its assessment of the relative strengths of the securities markets and companies similar to ours in general, and the trading pattern of, and demand for, our securities in general.

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Path, one of the Resale Shareholders pursuant to the Resale Prospectus holding [ ] 735,000 Ordinary Shares, entered into a lock-up and leak-out agreement with the Company, pursuant to which Creative Path has agreed not to sell [●] the 735,000 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 735,000 Ordinary Shares held by it) under such lock up may be sold ("Creative Path Resale Shares") as follows:

Creative Path may sell up to [ ]% 30% of the Creative Path Resale Shares if (i) the NOCP on ally two consecutive trading days equals or exceeds [●]% 120% of the offer price per share in the initial public offer; and (ii) the average daily Trading Volume of the Ordinary Shares on Nasdaq over such two consecutive trading days equals or exceeds [●] 500,000 Ordinary Shares;

Creative Path may sell up to an additional [●]% 30% of the Creative Path Resale Shares if (i) the NOCP on any two consecutive trading days equals or exceeds [●]% 40% 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 [●] 500,000 Ordinary Shares;

Creative Path may sell the remaining [●]% 40% of the Creative Path Resale Shares if (i) the NOCP on any two consecutive trading days equals or exceeds [●]% 160% of the offer price per share in the initial public offering; and (ii) the average daily Trading Volume of the Ordinary Shares on Nasdaq over such two consecutive trading days equals or exceeds [●] 500,000 Ordinary Shares.

the purpose of clarity, the price and volume amounts in the above subparagraphs (a) through (c) shall be subject to adjustment for sub-divisions, consolidations or similar transactions affecting the Ordinary Shares following the effective date of the leak-out agreement. The conditions in the above subparagraphs are mutually inclusive and one condition need not be met before the others take effect. For example, if the offer price in this offering is $[●], $4.00, the average NOCP of the Ordinary Shares is $[●] $7.00 and the average Trading Volume of the Ordinary Shares on Nasdaq is [●] 500,000 for any two consecutive days, then all three of the above-mentioned conditions have been met and all of the Creative Path Resale Shares can be sold collectively.

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one of the Resale Shareholders pursuant to the Resale Prospectus holding [●] 666,000 Ordinary Shares, entered into a lock-up and leak-out agreement with the Company, pursuant to which Biostar has agreed not to sell [●] 666,000 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 666,000 Ordinary Shares held by it) under such lock up may be sold ("Biostar Resale Shares") as follows:

Biostar may sell up to [●]% 30% of the Biostar Resale Shares if (i) the NOCP on any two consecutive trading days equals or exceeds [●]% 120% of the offer price per share in the initial public offer; and (ii) the average daily Trading Volume of the Ordinary Shares on Nasdaq over such two consecutive trading days equals or exceeds [●] 500,000 Ordinary Shares;

Biostar may sell up to an additional [●]% 30% of the Biostar Resale Shares if (i) the NOCP on any two consecutive trading days equals or exceeds [●]% 140% 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 [●] 500,000 Ordinary Shares;

Biostar may sell the remaining [●]% 40% of the Biostar Resale Shares if (i) the NOCP on any two consecutive trading days equals or exceeds [●]% 160% of the offer price per share in the initial public offering; and (ii) the average daily Trading Volume of the Ordinary Shares on Nasdaq over such two consecutive trading days equals or exceeds [●] 500,000 Ordinary Shares.

the purpose of clarity, the price and volume amounts in the above subparagraphs (a) through (c) shall be subject to adjustment for sub-divisions, consolidations or similar transactions affecting the Ordinary Shares following the effective date of the leak-out agreement. The conditions in the above subparagraphs are mutually inclusive and one condition need not be met before the others take effect. For example, if the offer price in this offering is $[●], the average NOCP of the Ordinary Shares is $[●] and the average Trading Volume of the Ordinary Shares on Nasdaq is [●] for any two consecutive days, then all three of the above-mentioned conditions have been met and all of the Biostar Resale Shares can be sold collectively.

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have applied to have our Ordinary Shares approved for listing on the Nasdaq Capital Market or another national securities exchange under the symbol "[FC12]." "FCHL." We make no representation that such application will be approved or that our Ordinary Shares will trade on such market either now or at any time in the future; notwithstanding the foregoing, we will not close this offering unless such Ordinary Shares will be listed on the Nasdaq Capital Market or another national securities exchange at the completion of this offering.

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Note 1: BUSINESS OVERVIEW AND BASIS OF PRESENTATION 1 change

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the same day, and contemporaneous with the above transaction, Ms. Lee transferred her entire shareholding interests in Northen Star, being the 1,000 shares of Northen Star to Fitness Holdings and Fuju transferred its entire shareholding interest in Northern Star (being 49 shares of Northern Star) to Fitness Holdings. The consideration is settled by Fitness Holdings allotting and issuing one share to Big Treasure (as Ms. Lee's nominee) and one share to Fuji, credited as fully paid. Following such issue, Fitness Holdings issued share capital would be [●] shares held as 64,720; 4,900, 19,090; 4,900; 1,950; and 4,440; by Big Treasure, Biostar, Easy Builder, Creative Path, True Height and Fuji, respectively.

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Note 17: SUBSEQUENT EVENTS 4 changes

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[2,992,150] Ordinary

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"). True Height Limited "True Height") and Fuji Investment Limited ("Fuji" and collectively with Creative Path, Easy Builder, and Biostar and True Height 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.

sales of shares sold by the Resale Shareholders will take place after our initial public offering, which is set at between US$[●] US$[4.00] and US$[●] US$[5.00] 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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with our initial public offering, our Ordinary Shares were listed on the Nasdaq Capital Market or another national securities exchange under the symbol "[FC12]." "FCHL."

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Use of proceeds 24 changes

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Ordinary Shares being offered by Creative Path were issued to it on June 19, 2024. We are registering [●] 735,000 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 [●] 863,500 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 [●] 666,000 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 [●] 535,150 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. Mr. Chang Kin Man and has a registered address of Sea Meadow House, (P.O. Box 116), Road Town, Tortola, British Virgin Islands.

The Ordinary Shares being offered by True Height were issued to it on [June 19, 2024]. We are registering 192,500 Ordinary Shares for them in order to permit them to offer the Ordinary Shares for resale from time to time. True Height is wholly-owned by Mr. Ee Zhi Chang and has a registered address of 566 Choa Chu Kang Street 52, Singapore 680566.

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Based on [●] 16,500,000 Ordinary Shares issued and outstanding prior to completion of the Company's initial public offering.

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Easy Builder Fuji is selling [●] 200,000 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 Fuji is offering the balance of its holdings in the Company, which is [●] 535,150 Ordinary Shares as a Resale Shareholder. The Ordinary Shares Beneficially Owned Prior to the Offering reflects the fact that Easy Builder Fuji sold [●] 200,000 shares in our initial public offering.

True Height is selling 100,000 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 True Height is offering the balance of its holdings in the Company, which is 192,500 Ordinary Shares as a Resale Shareholder. The Ordinary Shares Beneficially Owned Prior to the Offering reflects the fact that True Height sold 100,000 shares in our initial public offering.

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Path 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:

Path entered into a lock-up and leak-out agreement with the Company, pursuant to which Creative Path has agreed not to sell 735,000 Ordinary Shares for a period of 90 days from the date of the effective date of the Company's registration statement. However, the 735,000 Ordinary Shares under such lock up may be sold ("Creative Path (a) Creative Path may sell up to [●]% 30% 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 [●]% 120% 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 [●]% 30% of the Creative Path Resale Shares if (i) the NOCP on any two consecutive trading days equals or exceeds [●]% 140% 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 [●] 500,000 Ordinary Shares;

Creative Path may sell the remaining [●]% 40% of the Creative Path Resale Shares if (i) the NOCP on any two consecutive trading days equals or exceeds [●]% 160% of the offer price per share in the initial public offering; and (ii) the average daily Trading Volume of the Ordinary Shares on Nasdaq over such two consecutive trading days equals or exceeds [●] 500,000 Ordinary Shares.

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entered into a lock-up leak-out agreement with the Company, pursuant to which Biostar has agreed not to sell [●] 666,000 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 666,000 Ordinary Shares held by it) under such lock up may be sold ("Biostar Resale Shares") as follows:

Biostar may sell up to [ ]% 30% of the Biostar Resale Shares if (i) the NOCP on ally two consecutive trading days equals or exceeds [●]% 120% of the offer price per share in the initial public offer; and (ii) the average daily Trading Volume of the Ordinary Shares on Nasdaq over such two consecutive trading days equals or exceeds [●] 500,000 Ordinary Shares;

Biostar may sell up to an additional [●]% 30% of the Biostar Resale Shares if (i) the NOCP on any two consecutive trading days equals or exceeds [ ]% 140% 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 [●] 500,000 Ordinary Shares;

Biostar may sell the remaining [●]% 40% of the Biostar Resale Shares if (i) the NOCP on any two consecutive trading days equals or exceeds [●]% 160% of the offer price per share in the initial public offering; and (ii) the average daily Trading Volume of the Ordinary Shares on Nasdaq over such two consecutive trading days equals or exceeds [●] 500,000 Ordinary Shares.

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Other than the [●] Ordinary

The 863,500 Ordinary Shares offered for resale by Easy Rider, Builder are not subject to any lock-up or leak-out restrictions. The remaining [●] 2,000,000 Ordinary Shares held by Easy Builder are subject to lock-up for a period of 180 90 days from the date of the effective date of the Company's registration statement.

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The [●] Ordinary Shares offered

The [535,000] Ordinary Shares

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

True Height Ordinary Shares

192,500 Ordinary Shares offered for resale by True Heights are not subject to any lock-up or leak-out restrictions.