Fitness Champs Holdings: securities offering (amended)

Cover page 2 changes

filed with the Securities and Exchange Commission on October 3, 18, 2024

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to Completion, dated October 3, 18, 2024

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The offering 1 change

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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 $[●] $4.22 million, based on an assumed initial public offering price of $4.00 per Ordinary Share, which is the 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 1 change

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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$[●] US$3.74 per Ordinary Share, representing the difference between our as adjusted net tangible book value per Ordinary Share of US$[●] US$0.26 as of [●], December 31, 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$4.00 per Ordinary Share (being the 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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Capitalization 3 changes

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a pro forma as adjusted basis to reflect (i) the above; (ii) the issuance and sale of 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; (iii) and the repayment of the interest-free shareholder loan in the amount of US$850,000.

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

Ordinary Shares, par value US$0.000005 per share, 100,000,000,000 Ordinary Shares authorized, 15,000,000 Ordinary Share outstanding on an actual basis, 16,500,000 15,000,000 Ordinary Shares issued and outstanding on an as adjusted basis [●] Additional paid-in capital - due to the issuance and sale of 1,500,000 Ordinary Shares as a result of the offering - 4,216 Accumulated other comprehensive loss - - Retained earnings Total Shareholders' Equity [●] 4,372 Indebtedness Bank loans Related parties' loans - Total Indebtedness 1,221 1,221 Total Capitalization 1,458 [●] 1,377 4,743 Indebtedness A table describing our indebtedness as of September 30, 2024 is as follows (on a pro forma as adjusted basis to reflect the repayment of the interest-free shareholder loan in the amount of repayments i nterest rate Actual As adjusted US$'000 US$'000 Term loan 5 years 2.5 Property loan 27 years 4.82 Shareholder loans immediate - Total Indebtedness 1,221 The term loan of S$500,000 (US$379,000) was an unsecured borrowing from OCBC bank obtained in 2020 with an annual fixed interest rate of 2.5%. The loan is for a period of 5 years up to 2025. This amount was used to finance the expansion of our business. The loan agreement is attached as Exhibit 10.7 to this prospectus.

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Dilution 3 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$4.00 per Share (being the lower end of the offer price range as set out on the cover of this prospectus), after deducting US$[●] US$0.42 million in underwriting discounts and commissions and estimated offering expenses payable by the Company of approximately US$[●], US$1.36 million, the pro forma as adjusted net tangible book value as of [●], December 31, 2023 would have been approximately US$[●], US$4.36 million, or US$[●] US$0.26 per Share. This represents an immediate increase in pro forma as adjusted net tangible book value of US$[●] US$0.26 per Share to our existing stockholders and an immediate dilution of US$[●] US$3.74 per Share to new investors purchasing Ordinary Shares in this offering.

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Historical net tangible book value per Share as of [●], December 31, 2023

Increase in as adjusted net tangible book value per Share attributable to the investors in this offering [●] 0.26 Pro forma net tangible book value per Share after giving effect to this offering [●] 0.26 Dilution per Share to new investors participating in this offering [●] 3.74 SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA The following selected consolidated financial data as of June 30, 2024 and December 31, 2023 and for the six months ended June 30, 2024 and 2023 have been derived from our 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. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties.

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Plan of distribution 1 change

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have agreed to reimburse the Representative up to a maximum of US$280,000 for out-of-pocket accountable expenses (including the legal fees and other disbursements as disclosed below). We agreed to pay US$35,000 as an advance towards the Representative's accountable expenses upon execution of the engagement letter in connection with this offering (the "Advance"). Any portion of the Advance will be returned to us to the extent the Representative's out-of-pocket accountable expenses are not actually incurred in accordance with estimate that the total expenses of the offering payable by us, excluding the underwriter' discount and commissions and non-accountable expense allowance will be approximately US$[●] US$1,644,000 including a maximum aggregate reimbursement of US$280,000 of the Representative's accountable expenses.

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