Fitness Champs Holdings: securities offering (amended)

Cover page 81 changes

filed with the Securities and Exchange Commission on October 18, November 13, 2024

23 unchanged paragraphs

Registration Statement contains two prospectuses, as set forth below.

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

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

Resale Prospectus is substantively identical to the Public Offering Prospectus, except for the following principal points:

contain different outside and inside front covers;

Offering section in the Prospectus Summary section on page 12 of the Public Offering Prospectus is removed and replaced with the Offering section on page Alt-3 of the Resale Prospectus;

contain different Use of Proceeds sections on page 33 of the Public Offering Prospectus which are removed and replaced with the Use of Proceeds section on page Alt -3 of the Resale Prospectus;

Resale Shareholders section is included in the Resale Prospectus beginning on page Alt-3 of the Resale Prospectus;

Capitalization and Dilution sections on page 34 and page 37 of the Public Offering Prospectus are deleted from the

Resale Prospectus respectively;

in the Public Offering Prospectus to the Resale Prospectus will be deleted from the Resale Prospectus;

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

Alt-7 of the Resale Prospectus; and

outside back cover of the Public Offering Prospectus is deleted from the Resale Prospectus.

Registrant has included in this Registration Statement, after the financial statements, a set of alternate pages (the " Alternate

Pages ") to reflect the foregoing differences of the Resale Prospectus as compared to the Public Offering Prospectus.

Public Offering Prospectus will exclude the Alternate Pages and will be used for the public offering by the Registrant. The Resale Prospectus will be substantively identical to the Public Offering Prospectus except for the addition or substitution of the Alternate Pages and will be used for the resale offering by Resale Shareholders.

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 October 18, 2024

Champs Holdings Limited

Ordinary Shares by the Company

500,000 Ordinary Shares by the

Selling Shareholders

is an initial public offering of our ordinary shares, of par value 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

Capital Market or another national securities exchange under the symbol "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.

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

in our Ordinary Shares involves a high degree of risk, including the risk of losing your entire investment. See Risk Factors beginning on page 13 to read about factors you should consider before buying our Ordinary Shares.

are an "Emerging Growth Company" and a "Foreign Private Issuer" under applicable U.S. federal securities laws and, as such, are eligible for reduced public company reporting requirements. Please see Implications of Being an Emerging

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

are a holding company that is incorporated in the Cayman Islands as an exempted company. As a holding company with no operations, we conduct all of our operations through our wholly-owned subsidiaries, Fitness Champs Pte. Ltd and Fitness Champs Aquatics Pte. Ltd, in

Singapore. The Ordinary Shares offered in this offering are shares of the holding company that is incorporated in the Cayman Islands as an exempted company.

of our Ordinary Shares should be aware that they do not directly hold equity interests in Fitness Champs Pte. Ltd or Fitness Champs Aquatics

Pte. Ltd, but rather are purchasing equity solely in Fitness Champs Holdings Limited, the Cayman Islands holding company, which indirectly owns 100% equity interests in Fitness Champs Pte. Ltd and Fitness Champs Aquatics Pte. Ltd.

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.

Underwriting discounts and

Proceeds to the Company before

Proceeds to the Selling Shareholders

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

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 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 139.

Includes US$6,000,000 gross proceeds from the sale of 1,500,000 Ordinary Shares offered by our Company and 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).

we complete this offering, net proceeds will be delivered to us and the Selling Shareholders on the closing date.

underwriter expects to deliver the Ordinary Shares to the purchasers against payment on or about [●], 2024.

should not assume that the information contained in the registration statement to which this prospectus is a part is accurate as of any date other than the date hereof, regardless of the time of delivery of this prospectus or of any sale of the Ordinary Shares being registered in the registration statement of which this prospectus forms a part.

dealer, salesperson or any other person is authorized to give any information or make any representations in connection with this offering other than those contained in this prospectus and, if given or made, the information or representations must not be relied upon as having been authorized by us. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any security other than the securities offered by this prospectus, or an offer to sell or a solicitation of an offer to buy any securities by anyone in any jurisdiction in which the offer or solicitation is not authorized or is unlawful.

the Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

date of this prospectus is [●], 2024.

ABOUT THIS PROSPECTUS

PRESENTATION OF FINANCIAL INFORMATION

MARKET AND INDUSTRY DATA

Champs Holdings Limited is filing this Amendment No. 3 to its Registration Statement on Form F-1 (File No. 333-282016) as an exhibits-only filing. Accordingly, this Amendment consists of only the facing page, this explanatory note, Part II of the Registration Statement, the signature pages to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged from Amendment

No. 2 to the Registration Statement filed on October 18, 2024.

NOT REQUIRED IN PROSPECTUS

6. INDEMNIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS

Islands' laws do not prohibit or restrict a company from indemnifying its directors and officers against personal liability for any loss they may incur arising out of the Company's business, except to the extent such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime.

The indemnity extends only to liability for their own negligence and breach of duty other than breaches of fiduciary duty and not where there is evidence of dishonesty, willful default or fraud.

Amended Memorandum and Articles of Association permits, to the fullest extent permissible under Cayman Islands law, indemnification of our Executive Officers and Directors against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by them, other than by reason of their own dishonesty, willful default or fraud, in connection with the execution or discharge of their duties, powers, authorities or discretion as Directors or Executive Officers of our Company, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by them in defending (whether successfully or otherwise)

any civil proceedings concerning our Company or its affairs in any court whether in the Cayman Islands or elsewhere.

intend to enter into indemnification agreements with each of our Directors and Executive Officers. These agreements will require us to indemnify these individuals to the fullest extent permitted under Cayman Islands law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified, subject to our Company reserving its rights to recover the full amount of such advances in the event that he or she is subsequently found to have been negligent or otherwise have breached his or her trust or fiduciary duties to our Company or to be in default thereof, or where the Cayman Islands courts have declined to grant relief.

form of underwriting agreement to be filed as Exhibit 1.1 to this registration statement will also provide for indemnification of us and our Executive Officers and Directors.

as indemnification for liabilities arising under the Securities Act may be permitted to Directors, Executive Officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

7. RECENT SALES OF UNREGISTERED SECURITIES

the past three years, we have issued and sold the following securities without registering such securities under the Securities Act.

We believe that each of the following issuances was exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act regarding transactions not involving a public offering or in reliance on Regulation S under the Securities Act regarding sales by an issuer in offshore transactions. No underwriters were involved in these issuances of securities.

Big Treasure Investments Limited (1)

Creative Path Holdings Limited

Easy Builder Limited

Biostar Development Limited

Fuji Investment Limited (2)

Investments Limited first acquired its shares in the Company on June 19, 2024 from Ms. Lee. Big Treasure Investments Limited is wholly owned by Ms. Lee (2) Fuji Investment

Limited acquired its initial share in the Group on December 15, 2023.

(3) Does not take into account a forward

split carried out on [●], 2024.

and 1 more change in the filing