Fitness Champs Holdings: securities offering (amended)

Cover page 8 changes

filed with the Securities and Exchange Commission on September 9, October 3, 2024

35 unchanged paragraphs

Underwriting section on page 131 145 of the Public Offering Prospectus is removed and replaced with a Plan of Distribution section on page Alt-6 of the Resale Prospectus;

Legal Matters section on page 137 151 of the Public Offering Prospectus is removed and replaced with the Legal Matters on page

6 unchanged paragraphs

to Completion, dated September 9, 2024

to Completion, dated October 3, 2024

19 unchanged paragraphs

the restructuring is implemented as proposed herein.

4 unchanged paragraphs

We have agreed to pay the underwriter a discount equal to 7.0% of the gross proceeds of the offering. This table does not include a non-accountable expense allowance equal to 1% of the gross proceeds of this offering payable to the underwriter. For a description of the other compensation to be received by the underwriter, see "Underwriting" beginning on page 131. 145.

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. 139.

10 unchanged paragraphs

Forward-looking statements 2 changes

20 unchanged paragraphs

amended and restated memorandum and articles of association of our Company adopted on [●], October 2, 2024 and as supplemented, amended or otherwise modified from time to time and as in place at the time of this offering. A copy of the Amended and Restated Memorandum and Articles of Association is filed as Exhibit 3.1 to our Registration Statement of which this prospectus forms a part "Big Treasure" :

16 unchanged paragraphs

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, Fuji holds 535,150 Ordinary Shares immediately prior to the resale offering (after accounting for 200,000 Ordinary Shares it is selling as a Selling Shareholder) and is offering 535,150 Ordinary Shares for resale pursuant to the Resale Prospectus, and True Height holds 192,500 Ordinary Shares immediately prior to the resale offering (after accounting for 100,000 Ordinary Shares it is selling as a Selling Shareholder) 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.

15 unchanged paragraphs

Risk factors 2 changes

4 unchanged paragraphs

we are unable to obtain or renew the relevant registrations, certifications, or such registration or 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 96 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.

137 unchanged paragraphs

discussed above, we are a foreign private issuer, and therefore, we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last business day of an issuer's most recently completed second financial quarter. and, accordingly, the next determination will be made with respect to us on [●], 2024. In the future, we would lose our foreign private issuer status if (i) more than 50% of our outstanding voting securities are owned by U.S. residents; and (ii) a majority of our Directors or Executive Officers are U.S. citizens or residents, or we fail to meet additional requirements necessary to avoid the loss of foreign private issuer status. If we lose our foreign private issuer status, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. We will also have to comply with U.S. federal proxy requirements, and our officers, Directors and 10% shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we will lose our ability to rely upon exemptions from certain corporate governance requirements under the listing rules of the Nasdaq Capital Market or another national securities exchange. As a U.S. listed public company that is not a foreign private issuer, we will incur significant additional legal, accounting and other expenses that we will not incur as a foreign private issuer.

19 unchanged paragraphs

Capitalization 4 changes

following table sets forth our capitalization as of April September 30, 2024:

1 unchanged paragraph

a pro forma as adjusted basis to reflect (i) the above; (ii) the issuance and sale of 2,000,000Ordinary 1,500,000 Ordinary Shares in this offering at an assumed initial public offering price of US$4.00 per Ordinary Share (being the 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.

2 unchanged paragraphs

Ordinary Shares, par value US$0.000005 per share, 100,000,000,000 Ordinary Shares authorized, 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 [●] 1,221 1,221 Total Capitalization 1,136 1,458 [●] Indebtedness A table describing our indebtedness as of April September 30, 2024 is as follows:

4 unchanged paragraphs

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 was increased to up to US$1,000,000, and the total amount utilized for the related party loan as of the date of this prospectus is approximately $651,000 (US$494,000). S$1,122,000 (US$850,000). 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.

6 unchanged paragraphs

Dilution 48 changes

5 unchanged paragraphs

in thousands, except for share and per share data, or otherwise noted) As of December 31, 2022 2023 2023 S$'000 S$'000 US$'000 ASSETS Current assets:

Increase in as adjusted net tangible book value per Share attributable to the investors in this offering [●] Pro forma net tangible book value per Share after giving effect to this offering [●] Dilution per Share to new investors participating in this offering [●] SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA The following selected consolidated financial data as of June 30, 2024 and December 31, 2023 and 2022 and for the years six months ended December 31, 2023 June 30, 2024 and 2022 2023 have been derived from our audited unaudited consolidated financial statements included elsewhere in this prospectus. The selected financial data set forth below should be read in conjunction with, and are qualified by reference to "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and notes thereto included elsewhere in this prospectus. Our consolidated financial This discussion contains forward-looking statements are prepared and presented in accordance with U.S. GAAP. reflecting our historical results do not necessarily indicate results expected for any future period. current expectations that involve risks and uncertainties.

See "Special Notes Regarding Forward-Looking Statements " for a discussion of the uncertainties, risks, and assumptions associated with these statements. Actual results and the timing of events could differ materially from those discussed in our forward-looking statements as a result of many factors, including those set forth under " Risk Factors " and elsewhere in this prospectus.

Our consolidated financial statements are prepared and presented in accordance with U.S. GAAP. Our historical results do not necessarily indicate results expected for any future period.

and cash equivalents

prepayments and other receivables

AND SHAREHOLDERS' EQUITY

payable and accrued liabilities

share, par value US$0.001, 500,000,000 shares authorized, 1 share issued and outstanding earnings shareholders' equity TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 1,619 1,842 1,359 Consolidated Statements of Operations and Comprehensive Income For the six months ended June 30, 2023 2024 2024 S$'000 S$'000 US$'000 Revenues 2,434 2,226 1,643 Cost of revenue (1,356 ) (1,450 ) (1,070 ) Gross profit 1,078 Operating cost and expenses:

operating cost and expenses

COMPREHENSIVE INCOME

average number of ordinary shares outstanding

Statements of Cash Flows

the six months ended June 30,

flows from operating activities:

prepayments and other receivables

payable and accrued liabilities

cash provided by (used in) operating activities

flows from investing activities:

of property and equipment

cash used in investing activities

flows from financing activities:

due from (to) director

of transaction cost in connection to the issuance of shares

paid on bank borrowings

payment of lease liabilities

of interest on lease liabilities

cash provided by (used in) financing activities

change in cash and cash equivalents

Cash Flow Information:

paid for income taxes

following selected consolidated financial data as of December 31, 2023 and 2022 and for the years ended December 31, 2023 and 2022 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. The selected financial data set forth below should be read in conjunction with, and are qualified by reference to " Management ' s Discussion and Analysis of Financial Condition and Results of Operations " and our consolidated financial statements and notes thereto included elsewhere in this prospectus. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. See " Special Notes Regarding Forward-Looking Statements " for a discussion of the uncertainties, risks, and assumptions associated with these statements. Actual results and the timing of events could differ materially from those discussed in our forward-looking statements as a result of many factors, including those set forth under " Risk and elsewhere in this prospectus. Our consolidated financial statements are prepared and presented in accordance with U.S. GAAP. Our historical results do not necessarily indicate results expected for any future period.

Consolidated Balance Sheets

(Amount in thousands, except for share and per

share data, or otherwise noted)

14 unchanged paragraphs

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$0.000005, 100,000,000,000 shares authorized, 1 share issued and outstanding Additional paid-in capital - - - Retained earnings Total shareholders' equity TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 1,093 1,619 1,227 Consolidated Statements of Operations and Comprehensive Income (Amount in thousands, except for share and per share data, or otherwise noted) Years ended December 31, 2022 2023 2023 S$'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:

11 unchanged paragraphs

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 Cash flows from operating activities:

Consolidated Statements of Cash Flows

(Amount in thousands, except for share and per

share data, or otherwise noted)

Years ended December 31,

Cash flows from operating activities:

21 unchanged paragraphs

MD&A 149 changes

10 unchanged paragraphs

revenue in the fiscal year ended December 31, 2022 and in the fiscal year ended December 31, 2023 is diversified across public and private sectors. Public sector income is driven by school-based programs and made up approximately 43% of our revenue in 2023 and 26% in 2022.

In the private sector, revenue is mainly from private lessons and aquatic sports, and sales of merchandise products, accounting for approximately 57% of our revenue in 2023 and 74% in 2022.

14 unchanged paragraphs

Comparison of operating results for the

six months ended June 30, 2023 and 2024

As set forth in the following table, for the years ended December 31, 2022 and 2023, our revenue was derived from the following segment: six

months ended June 30, 2023 and 2024 respectively, our revenue was derived from the following segment:

For the six months ended June

Our revenue for the six months ended June 30,

2024 and 2023 is diversified across public and private sectors. Public sector income is driven by school-based programs and made up approximately 43% of our revenue. In the private sector, revenue is mainly from private lessons and aquatic sports, and sales of merchandise products, accounting for approximately 57% of our revenue in both periods of six months ended June 30, 2023 and 2024.

Revenue by geographical location

For the six months ended June 30, 2023 and 2024,

all of our net revenue was derived from customers located in Singapore. We have no current plans to expand beyond Singapore.

Our cost of revenue primarily consists of test

fees, certification fees and coaches fee. For the six months period ended June 30, 2023 and 2024, our cost of revenue was S$1.356 million and S$1.450 million (US$1.070 million), respectively. Our cost of revenue increased by 94,000 or 6.9% mainly due to increase in coaches fee.

Gross profit and gross profit margin

The table below sets forth our gross profit and

gross profit margin by segments for the six months as follow:

For the six months ended June 30,

Gross profit margin%

Gross profit US$'000

Gross profit margin%

The decline in the gross profit margin from 44.3%

for the six months ended June 30, 2023 to 34.9% for the six months ended June 30, 2024 can be attributed to increase in coaches fee which resulted in lower profit margins.

Selling and distribution

Our selling and distribution expenses primarily

consist of marketing and entertainment expenses. For the six months ended June 30, 2023 and 2024, our selling and distribution expenses were S$ nil and S$38,000 (US$28,000) respectively. The increase is attributed to the initiation of advertising campaigns on digital platforms by the Company, commencing in June 2023.

For the six months ended June 30,

General and administrative

sets forth the breakdown of our general and administrative expenses for the periods indicated:

For the six months ended June 30,

Depreciation and amortization

Legal and professional fees

Bank charges mainly represent charges incurred

on trade-related activities such as remittance charges.

Depreciation expense is charged on our plant and

equipment, which includes (i) computer & software; (ii) renovation expenses; (iii) industrial property; and (v) furniture and fittings.

professional fees consist of both the fees incurred for outsourced of legal advice. Legal and professional fees) for the six months ended June 30, 2024 amounting to S$11,000 for the six months ended June 30, 2023. This was mainly due to legal fees incurred on outsource of legal services.

Staff costs mainly represented the salaries, employee

benefits and retirement benefit costs to our administrative employees and directors' remuneration. Staff costs increased by approximately S$97,000, approximately S$457,000 (US$337,000) for the six months ended June 30, 2024 from approximately S$360,000 for the six months ended June 30, 2023. Such increase was mainly attributable to the increase of staff costs due to the growth of overall business, leading to the increased number of swimming coaches and administrative staff. The cost consists of employees' salary, bonuses and allowances, and contributions to the Singapore Central Provident Fund.

Miscellaneous expenses were comprised of accounting

fees, corporate secretarial and tax fees, insurance expenses, office supplies, repair and maintenance and other general expenses.

Total other income (expense), net

The following table sets forth the breakdown of

total other income (expense), net, for the years indicated:

For the six months ended June 30,

income earned from bank fixed deposit.

interest expense arose from secured bank loans. Interest expenses were approximately S$7,000 and S$13,000 (US$10,000) for the six months ended June 30, 2023 and 2024 respectively. For more details of our bank borrowings, please see the paragraph headed "Bank Indebtedness" in this section.

grants comprise mainly grants received for Jobs Growth Incentive ("JGI"), Wage Credit Scheme ("WCS"), Jobs Support Scheme ("JSS"), Small Business Recovery Grant, Progressive Wage Credit ("PWCS"), Senior Employment Credit, and Small Business Recovery Grant.

JGI supports employers to expand local hiring from September 2020 to March 2023.

the six months ended June 30, 2024, government grants of approximately S$2,000 comprise mainly Senior Employment Credit. For the six months ended June 30, 2023, government grants of approximately S$39,000 comprised mainly from JGI and PWCS respectively.

income primarily comprises rental of office space. As of 2023, there was no rental income as the property were for own use.

the six months ended June 30, 2023 and 2024, there is no current income tax expense.

of Results of Operations for the six months ended June 30, 2023 and 2024 revenue decreased marginally by S$208,000 or 8.5% to approximately S$2.226 million (US$1,643 million) for the six months ended June30, 2024 from approximately S$2.434 million for the six months ended June 30, 2023.

was a deduction in revenue in both sector in the six months ended June 30, 2024 as compare to the comparative six months ended June 30, 2023 mainly attributed to lesser MOE contracts awarded and closure of certain swimming pools in early 2024 thus resulted in reduction of students as some customers find it inconvenient to travel to new locations.

the six months ended June 30, 2023 and 2024, our cost of revenue increased by approximately S$94,000 or 6.9% to approximately S$1.450 million (US$1.070 million) for the six months ended June 30, 2024 from approximately S$1.356 million for the six months ended June 30, fees increased by approximately S$39,000, or 3.3% to approximately S$1.219 million (US$900,000) compared to S$1.180 million for the six month ended June 30,2023. Such an increase was in mainly effort to introduce more classes available to the students.

fees decreased by approximately S$12,000, or 9.2% to approximately S$118,000 (US$87,000) compared to S$130,000 in the six months ended June 30, 2023. Similarly, the deduction in students in 2024 has led to a decrease in overall entrance fee expenses fees decreased by approximately S$4,000, or 8.9% to approximately S$41,000 (US$30,000) compared to S$45,000 in six months ended June 30, 2023. Similarly, the deduction in students in 2024 has led to a decrease in overall assessment fees and certifications.

of goods sold - merchandise and related shipment cost increased by approximately S$57,000, or 2850% to approximately S$59,000 (US$44,000) compared to S$2,000 in the first six months ended June 30, 2023.

increase in first half of 2024 was due change in the design of our apparels to enhance our corporate image in our re-branding exercise in the first half year of 2024.

profit and gross profit margin

gross profit margin was approximately 44.3% and 34.9%, for the six months ended June 30, 2023 and 2024, respectively. Our gross profit amounted to approximately S$1.078 million and S$776,000 (US$573,000), for the six months ended June 30, 2023 and 2024, respectively.

gross profit decreased by approximately S$302,000 or 28.0% during the six months period ended June 30, 2023 from the corresponding period before, due to dip in class ratio and drop in students due to pool closure for retrofitting.

profit margin for sales derived from Fitness Champs decreased by 0.7% to 13.1% for the six months ended June 30, 2024 from 13.8% for the correspondence period in 2023, which was mainly due to the decrease in school related projects and dip in student ratios.

profit margin for sales derived from Fitness Aquatics decreased by 16.4% to 51.2% for the six months ended June 30, 2024 from 67.6% for the six months ended June 30, 2023, which was mainly to reduce students enrollments and not optimizing the class sizes.

decline in our gross profit margin can be attributed mainly to dip in class ratio and reduce MOE contracts.

and distribution expenses

and distribution expenses consist of both marketing expenses and entertainment expenses. For the period ended June 30, 2024 the total cost was S$38,000 (US$28,000). Prior to 2023, the marketing and entertainment related expenses were relatively smaller and insignificant.

and administrative expenses

general and administrative expenses incurred were approximately S$416,000 and S$562,000 (US$415,000), for the six months ended June 30, 2023 and 2024, respectively, representing approximately 38.6%, and 72.4% of our gross profit for the corresponding years.

net total other income was S$32,000 for the six months ended June 30, 2023 and S$7,000 (US$5,000) for the six months ended June 30, 2024, primarily as a result of government grants net of interest expenses.

the six months ended June 30, 2024 and 2023, there is no income tax expense exposure in the period.

a result of the foregoing, our net income amounted to approximately S$694,000 and S$183,000 (US$135,000) for the six months ended June 30, 2024 and 2023, respectively.

and Capital Resources

liquidity and working capital requirements primarily relate to our operating expenses. Historically, we have met our working capital and other liquidity requirements through a combination of cash generated from our operations and loans from banking facilities. Going forward, we expect to fund our working capital and other liquidity requirements from various sources, including but not limited to cash generated from our operations, loans from banking facilities, the net proceeds from this offering and other equity and debt financings, as and when appropriate.

cash requirements consist primarily of day-to-day operating expenses, capital expenditures and contractual obligations with respect to facility leases and other operating leases. We lease our office premises. We expect to make future payments on existing leases from cash generated from operations. We have limited credit available from our major vendors and are required to prepay the majority of our consumable purchases, which further constraints our cash liquidity.

had the following contractual obligations and lease commitments as of June 30, 2024:

Obligations in S$'000

following table summarizes our cash flows for the 6 months ended June 30, 2023 and 2024:

Six months ended June 30,

Cash and cash equivalent at beginning of the year

Net cash provided by (used in) operating activities

147 unchanged paragraphs

20 unchanged paragraphs

and 69 more changes in the filing

Market risk 3 changes

21 unchanged paragraphs

On [●], October 2, 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 surrendered 3,235,950 ordinary shares, Creative Path will surrender surrendered 245,000 ordinary shares, Easy Builder surrendered 954,500 ordinary shares, Biostar surrendered 222,000 ordinary shares, True Height will surrender surrendered 97,500 ordinary shares and Fuji will surrender surrendered 245,050 ordinary shares to the Company, respectively or 25.0% of their shareholdings each.

our Group was comprised of Fitness Champs and Fitness Aquatics. We are in the process of undergoing have undertaken a reorganization whereby the entire share capital of Northen Star was transferred to us resulting in our holding of the entire issued share capital of Northen Star directly and indirectly in Fitness Champs and Fitness Aquatics.

chart below sets out our corporate structure as at the date of this prospectus. (assuming the internal group reorganization has been completed).

58 unchanged paragraphs

Management 8 changes

139 unchanged paragraphs

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.

28 unchanged paragraphs

Big Treasure is wholly-owned by Ms. Lee, our executive director, chief executive officer and controlling shareholder. Accordingly, Ms. Lee is the ultimate beneficial owner of the Ordinary Shares held by Big Treasure. 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. All of the Shares held by Ms. Lee are held indirectly through her 100% ownership of Big Treasure .

All of the Shares held by Ms. Lee are held indirectly through her 100% ownership of Big Treasure.

4 unchanged paragraphs

the fiscal years ended December 31, 2023, 2022 and 2021 and as of the date of this prospectus, the Group had the following related party transactions, as identified in accordance with the rules prescribed under Form F-1.

9 unchanged paragraphs

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 Ordinary Shares on Nasdaq and March 31, 2025.

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. the date of this prospectus.

January 3, 2024, we entered into an interest-free loan with Ms. Lee in order to fund the costs of this offering. The original loan amount was originally made for up to $800,000, US$800,000 and was increased to up to US$1,000,000; the total amount utilized for the related party loan as of the date of this prospectus is approximately US$494,000. US$850,000. 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 Ordinary Shares on Nasdaq and March 31, 2025.

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 our restructuring is effective, our authorized share capital is US$500,000 divided into 100,000,000,000 shares, par value of US$0.000005 each and 15,000,000 ordinary shares are issued and outstanding.

177 unchanged paragraphs

Plan of distribution 1 change

45 unchanged paragraphs

TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

3 unchanged paragraphs

Notes to the financial statements 3 changes

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged paragraph

Consolidated Balance Sheets as at June 30, 2024 and December 31, 2023

Consolidated Statements of Operations and Comprehensive Income for the six months ended June 30, 2024 and 2023 Unaudited Consolidated Statements of Changes in Shareholders' Equity for the six months ended June 30, 2024 and 2023 Unaudited Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023 to Consolidated Financial Statements F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To The Shareholders and Board of Directors of Fitness Champs Holdings Limited and its Subsidiaries on the consolidated financial statements have audited the accompanying consolidated balance sheets of Fitness Champs Holdings Limited and its Subsidiaries (collectively referred to as the "Company") as of December 31, 2023 and 2022, and the related consolidated statements of operations and comprehensive income, changes in shareholders equity and cash flows for each of the years in the two-year period ended December 31, 2023 and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022 and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

61 unchanged paragraphs

Note 17: SUBSEQUENT EVENTS 72 changes

6 unchanged paragraphs

PROSPECTUS ALTERNATE PAGE

and including [●], 2024 (the 25 th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer's obligation to deliver a prospectus when acting as an underwriter and with respect to their unsold allotments or subscriptions.

information in this prospectus is not complete and may be changed or supplemented. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where such offer or sale is not permitted.

to Completion, dated [●], 2024

[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, 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$[4.00] and US$[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.

[●], 2024, a registration statement under the Securities Act with respect to our initial public offering of Ordinary Shares was declared effective by the Securities and Exchange Commission. We received approximately US$[●] in net proceeds from the offering after payment of underwriting discounts and commissions and estimated expenses of the offering.

with our initial public offering, our Ordinary Shares were listed on the Nasdaq Capital Market or another national securities exchange under the symbol "FCHL."

are an "emerging growth company" as defined in Section 2(a) of the Securities Act of 1933, as amended, and we have elected to comply with certain reduced public company reporting requirements.

investment in our Ordinary Shares involves significant risks. You should carefully consider the risk factors beginning on page 13 of this prospectus before you make your decision to invest in our Ordinary Shares.

the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

date of this prospectus is [●], 2024

PROSPECTUS ALTERNATE PAGE]

OF FINANCIAL INFORMATION

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Shareholders and Board of Directors of Fitness Champs Holdings Limited and its Subsidiaries of Review of Interim Financial Information have reviewed the accompanying consolidated balance sheet of Fitness Champs Holdings Limited and its subsidiaries (collectively the "Company") as of June 30, 2024, and the related consolidated statements of operations and comprehensive income, changes in shareholders' equity, and cash flows for the six months period ended June 30, 2024 and 2023, and the related notes (collectively referred to as the interim financial statements). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, and the related statements of operations and comprehensive income, changes in shareholders' equity and cash flows for the years then ended (not presented herein); and in our report dated May 17, 2024, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2023, is fairly stated, in all material respects, in relation to the balance sheet from which it has been derived.

interim financial statements are the responsibility of the Company's management. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole.

Accordingly, we do not express such an opinion. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Onestop Assurance PAC

have served as the Company's auditor since 2023.

CHAMPS HOLDINGS LIMITED AND SUBSIDIARIES

in thousands, except for share and per share data, or otherwise noted) Note As of Dec 31, 2023 As of June 30, 2024 S$'000 S$'000 US$'000 Note 2(d) ASSETS Current assets:

Cash and cash equivalents

Deposits, prepayments and other receivables

Total current assets

Property and equipment, net

Total non-current assets

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:

Accounts payable and accrued liabilities

Amount due to director

Total current liabilities

Non-current liabilities:

Total non-current liabilities

Commitments and contingencies

Shareholders' equity:

Ordinary share, par value US$0.001, 500,000,000 shares authorized, 1 share issued and outstanding Retained earnings Total shareholders' equity TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 1,619 1,842 1,359 The accompanying notes are an integral part of these consolidated financial statements F- 32 FITNESS CHAMPS HOLDINGS LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED) (Amount in thousands, except for share and per share data, or otherwise noted) For the six months ended June 30, Note 2023 2024 2024 S$'000 S$'000 US$'000 Note 2(d) Revenues 3, 2,434 2,226 1,643 Cost of revenue (1,356 ) (1,450 ) (1,070 ) Gross profit 1,078 Operating expenses:

Selling and distribution

General and administrative

Total operating expenses

Profit from operations

Other income (expense):

Total other income, net

Income before income tax

TOTAL COMPREHENSIVE INCOME

Earnings per ordinary share

Weighted average number of ordinary shares

Retrospectively presented for the effect of 1 share issued on February 15, 2024 in preparation of the Company's initial public offering accompanying notes are an integral part of these consolidated financial statements.

CHAMPS HOLDINGS LIMITED AND SUBSIDIARIES

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

in thousands, except for share and per share data, or otherwise noted) Ordinary Shares Total Note No. of shares* Amount Retained earnings Shareholders' equity S$'000 S$'000 S$'000 Balance as of January 1, 2023 Net income for the period - - Balance as of June 30, 2023 Balance as of January 1, 2024 Dividends - - (300 ) (300 ) Net income for the period - - Balance as of June 30, 2024 * Retrospectively presented for the effect of 1 share issued on February 15, 2024 in preparation of the Company's initial public offering accompanying notes are an integral part of these consolidated financial statements (UNAUDITED) (Amount in thousands, except for share and per share data, or otherwise noted) For the six months ended June 30, 2023 2024 2024 S$'000 S$'000 US$'000 Note 2(d) Cash flows from operating activities:

Depreciation and amortization

Interest on lease liability

Change in working capital:

Deposits, prepayments and other receivables

Accounts payable and accrued liabilities

Net cash provided by (used in) operating activities

Cash flows from investing activities:

Purchase of property and equipment

Purchase of intangible assets

Net cash used in investing activities

Cash flows from financing activities:

Proceeds of bank borrowings

Amount due from (to) director

Payment of transaction cost in connection to the issuance of shares (456 ) (335 ) Repayment of bank borrowings (53 ) (56 ) (41 ) Interest paid (7 ) (11 ) (9 ) Principal payment of lease liabilities - (17 ) (13 ) Payment of interest on lease liabilities - (2 ) (1 ) Net cash provided by (used in) financing activities (324 ) (238 ) Net change in cash and cash equivalents (375 ) (276 ) BEGINNING OF THE PERIOD END OF THE PERIOD Supplemental Cash Flow Information:

Cash paid for income tax

Cash paid for interest

Interest income received

accompanying notes are an integral part of these consolidated financial statements.

CHAMPS HOLDINGS LIMITED AND SUBSIDIARIES

Note 1: BUSINESS OVERVIEW AND BASIS OF PRESENTATION 2 changes

9 unchanged paragraphs

[●], June 19, 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 64,717; 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").

the same day, and contemporaneous with the above transaction, Ms. Lee transferred her entire shareholding interests in Northen Star, being the 1,000 951 shares of Northen Star to Fitness Holdings and Fuju Fuji transferred its entire shareholding interest in Northern Northen Star (being 49 shares of Northern Northen 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 each credited as fully paid. Following such issue, Fitness Holdings issued share capital would be [●] 100,000 shares held as 64,720; 4,900, 64,719; 4,440; 19,090; 4,900; 1,950; and 4,440; 4,901 by Big Treasure, Biostar, Easy Builder, Creative Path, True Height and Fuji, respectively.

4 unchanged paragraphs

Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 12 changes

12 unchanged paragraphs

of the consolidated balance sheets, consolidated statements of operations and comprehensive income and consolidated statements of cash flows from S$ into US$ as of and for the year six months ended December 31, 2023 June 30, 2024 are solely for the convenience of the reader and were calculated at the rate of US$1.00 = S$1.3193, S$1.3552, as set forth in the statistical release of the Federal Reserve System on December 31, 2023. June 30, 2024. No representation is made that the S$ amounts could have been, or could be, converted, realized or settled into US$ at that rate on December 31, 2023, June 30, 2024, or at any other rate.

5 unchanged paragraphs

Company did not recognize any allowance for doubtful accounts and credit losses at as of June 30, 2024 and December 31, 2023. and 2022.

4 unchanged paragraphs

cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits. Software, technology, and other intangibles with contractual terms are generally amortized over their respective legal or contractual lives. When certain events or changes in operating conditions occur, an impairment assessment is performed and lives of intangible assets with determinable lives may be adjusted.

assets with finite useful lives are amortized over the estimated economic lives of the intangible assets as follows:

18 unchanged paragraphs

government grant or subsidy is not recognized until there is reasonable assurance that: (a) the enterprise will comply with the conditions attached to the grant; and (b) the grant will be received. When the Company receives government grant or subsidies but the conditions attached to the grants have not been fulfilled, such government subsidies are deferred and recorded under other payables and accrued expenses, and other long-term liability. The classification of short-term or long-term liabilities is dependent on the management's expectation of when the conditions attached to the grant can be fulfilled. For the years six months ended December 31, 2022, and June 30, 2023, and 2024, the Company received government subsidies of approximately S$23,000 S$39,000 and S$48,000 S$2,000 for each respective year, period, which are recognized as government grants in the consolidated statements of operations.

1 unchanged paragraph

Comprehensive Income

4 unchanged paragraphs

the years six months ended December 31, 2022 and June 30, 2023 and 2024, the Company did not have any interest and penalties associated with tax positions. As of December 31, 2022 and 2023 and June 30, 2024, the Company did not have any significant unrecognized uncertain tax positions.

3 unchanged paragraphs

to retirement plans (which are defined contribution plans) are charged to general and administrative expenses in the accompanying statements of operation as the related employee service are provided. The Company is required to make contributions to their employees under a government-mandated multi-employer defined contribution pension scheme for its eligible full-time employees in Singapore. The Company is required to contribute a specified percentage of the participants' relevant income based on their ages and wages level. During the year six months ended December 31, 2022 and June 30, 2023 and 2024 , contributions of approximately S$63,000 S$52,000 and S$118,000 S$55,000 for each respective year were made accordingly.

5 unchanged paragraphs

earnings per share is computed by dividing net earnings attributable to ordinary shareholders by weighted average number of ordinary shares outstanding during the year. Diluted earnings per share reflect the potential dilution that could occur if outstanding stock options, warrants and convertible debts were exercised or converted into ordinary shares. When the Company has a loss, diluted shares are not included as their effect would be anti-dilutive. The Company has no dilutive securities or debts for each of the years year ended December 31, 2022 and 2023 and six months ended June 30, 2024.

instruments consist of cash and cash equivalents and accounts receivable. Cash and cash equivalents are maintained with high credit quality institutions, the composition and maturities of which are regularly monitored by management. As of December 31, 2022 and 2023 and June 30, 2024, bank and cash balances of approximately S$504,000 and S$815,000 and S$440,000 were maintained at financial institutions in Singapore, of which approximately S$504,000 and S$815,000 and S$440,000 respectively was subject to credit risk. While management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness.

1 unchanged paragraph

The Company does not utilize interest rate derivatives to minimize its interest rate risk.

Company's interest-rate risk arises from bank borrowings. The Company manages interest rate risk by varying the issuance and maturity dates of variable rate debt, limiting the amount of variable rate debt, and continually monitoring the effects of market changes in interest rates. As of December 31, 2022 2023 and June 30, 2023 , the borrowing interest rates were at the range of 2.5% to 4.82%. Interest rate risk is the risk that the fair value of future cash flows of the Company's financial instruments will fluctuate because of the change in market interest rates. The Company's exposure to interest rates risk arises mainly from its interest-bearing financial liabilities. The Company periodically reviews its liabilities and monitors interest rate fluctuations to ensure that the exposure to interest rate risk is within acceptable levels. The interest-bearing financial liabilities are usually at fixed interest rates except for the property loan. The Company does not utilize interest rate derivatives to minimize its interest rate risk.

15 unchanged paragraphs

Note 3: DISAGGREGATION OF REVENUE 4 changes

For the year ended December 31,

For the six months ended June 30,

1 unchanged paragraph

Years ended December 31,

For the six months ended June 30,

3 unchanged paragraphs

Note 4: ACCOUNTS RECEIVABLE 2 changes

of December 31, 2022 and 2023 and June 30, 2024, the Company's accounts receivable amounted to S$ nil and S$1,000 and S$119,000 respectively.

the year ended December 31, 2022 and 2023 and for the six months ended June 30, 2024, the Company has not made the allowance for doubtful accounts and charged to the consolidated statements of operations. The Company has not experienced any significant bad debt write-offs of accounts receivable in the past.

1 unchanged paragraph

Note 5: DEPOSITS, PREPAYMENTS AND OTHER RECEIVABLES 1 change

Years ended December 31,

1 unchanged paragraph

Note 6: PROPERTY AND EQUIPMENT, NET 3 changes

1 unchanged paragraph

Years ended December 31,

5 unchanged paragraphs

expenses for the years ended December 31, 2022 and 2023 were S$17,000 and S$31,000, respectively.

expenses for the six months ended June 30, 2023 and 2024 were S$12,000 and S$24,000, respectively.

Note 9: ACCOUNTS PAYABLES AND ACCRUED LIABILITIES 3 changes

Years ended December 31,

1 unchanged paragraph

revenue recognized as revenue during the respective years ended December 31, 2022 and 2023 was S$ nil and $355,000, respectively.

revenue recognized as revenue during the respective six months ended June 30, 2023 and 2024 was S$355,000 and $462,000, respectively.

Note 12: SHAREHOLDERS' EQUITY 3 changes

4 unchanged paragraphs

May 3, 2024, the Company declared a dividend of S$8.00 per share of common stock. The dividend is payable to its shareholders of record as of April 30, 2024. The dividend amount of S$80,000 is distributed and paid on May 8, 2024.

1 unchanged paragraph

December 31, 2022, the Company declared a dividend of S$1,449.01 per share of common stock. The dividend was payable to its shareholders of record as of December 31, 2022. The dividend amount of S$1.449 million was distributed and paid on December 31, 2022.

1 unchanged paragraph

May 3, 2024, the Company declared a dividend of S$220.00 per share of common stock. The dividend is payable to its shareholders of record as of April 30, 2024. The dividend amount of S$220,000 is distributed and paid on May 9, 2024.

5 unchanged paragraphs

Note 13: REVENUES BY SEGMENT 6 changes

2 unchanged paragraphs

For the year ended December 31, 2022

following tables present summary information by revenue streams for the year six months ended December 31, 2022 and June 30, 2023 and 2024, respectively:

For the six months ended June 30,

1 unchanged paragraph

For the year ended December 31, 2023

For the six months ended June 30,

1 unchanged paragraph

accordance with ASC 280, Segment Reporting ("ASC 280"), we have only one reportable geographic segment. Sales are based on the countries in which the customer is located. For the years six months ended December 31, 2022 and June 30, 2023 and 2024, all of our revenue was derived from customers located in Singapore.

1 unchanged paragraph

Note 15: RELATED PARTY TRANSACTIONS 10 changes

For the year ended December 31,

the ordinary course of business, during the financial year six months ended December 31, 2022 and June 30, 2023 and 2024, the Company was involved in certain transactions, either at cost or current market prices, and on the normal commercial terms with related parties, mainly the collection of fees on behalf of the related entities.

For the six months ended June 30,

3 unchanged paragraphs

- Coaches Coach fee and salary paid on behalf by Joyce Lee Jue Hui (1,612 )

1 unchanged paragraph

- Dividend payout to Joyce Lee Jue Hui

The Company has an outstanding amount

due from the director amounting to S$565,000 and $ nil as of December 31, 2022 and 2023, respectively.

- Loan advance to the Company

Historically, Ms. Lee made salary payments, coaches fees, independent contractor fees and company expenses directly to minimize bank transaction fees. The Company transferred the funds to Ms. Lee and Ms. Lee paid these amounts directly. The Company ceased this practice in 2023 for payment of coach fee and salary paid on behalf by Joyce Lee Jui Hui.

Company has an outstanding amount due to the director amounting to S$ nil and S$518,000 as of December 31, 2023 and June 30, 2024, respectively. Of this amount, S$495,000 as of June 30, 2024, pertains to shareholder loans provided by Ms. Lee to the company to fund the offering costs. The original loan amount was up to US$800,000 and was increased to up to US$1,000,000. The Company intends 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 the listing of the Ordinary Shares on Nasdaq or March 31, 2025.

2 unchanged paragraphs

Note 17: COMMITMENTS AND CONTINGENCIES 1 change

2 unchanged paragraphs

of December 31, 2022 and 2023 and June 30, 2024, the Company has no material commitments or contingencies.