Fitness Champs Holdings: DRS filing

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filed with the Securities and Exchange Commission on August 7, 2025

confidentially submitted to the Securities and Exchange Commission on February 12, 2026. This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information contained herein remains strictly confidential.

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East 42 nd Street, , 18 th Floor

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Ross Ference Carmel LLP

Avenue of the Americas, 31st floor

1919, 630 Fifth Avenue

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this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the

this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the

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Champs Holdings Limited is filing this Amendment No. 2 to its Registration Statement on Form F-1 (File No. 333-287405) 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 the

Registration Statement filed on May 19, 2025 and Amendment No. 1 to the Registration Statement filed on May 30, 2025.

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)

Big Treasure 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

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

(3) Does not take into account a forward

split carried out on June 19, 2024.

8. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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 [●], 2026

Champs Holdings Limited

to [●] Units, each consisting of one Class A Ordinary Share, or, in lieu thereof, a Pre-Funded

Warrant, and one Warrant to purchase one Class A Ordinary Share to [●] Class A Ordinary Shares included in the Units to [●] Pre-Funded Warrants to [●] Warrants to Purchase Class A Ordinary Shares to [●] Class A Ordinary Shares Underlying the Pre-Funded Warrants to to [●] Class A Ordinary Shares Issuable upon Exercise of the Warrants to Purchase

A Ordinary Shares at a Zero Exercise Price

Champs Holdings Limited (the "Company," "we" or "us") is offering on a best-efforts basis up to [●] units (the "Units"), consisting of one Class A Ordinary Share, par value $0. [●] per share (the "Class A Ordinary

Shares"), or, in lieu thereof, a pre-funded warrant (each, a "Pre-Funded Warrant"); and one warrant to purchase one

Class A Ordinary Share (each, a "Warrant"). We are offering the Units at the assumed initial public offering price of $[●] per Unit (the "Offering"). We are also registering up to [●] Class A Ordinary Shares underlying the Pre-Funded Warrants and [●] Class A Ordinary Shares underlying the Warrants. Each of the Pre-Funded Warrants will have an exercise price of $[●] per Class A Ordinary Share and will be immediately exercisable (subject to the beneficial ownership limitation) and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. Each of the Warrants will have an initial exercise price of $[●] per Class A Ordinary Share and will be exercisable beginning on the date of the issuance date and ending on the six months of the issuance date. The initial public offering price per Unit in the Offering will be determined by us based on negotiations with the placement agent who will be acting on behalf of the prospective investors in the Offering. which is based on latest market price prior to the pricing of the Offering. The last reported sale price of our Class A Ordinary Shares on The Nasdaq Capital Market on [●],

2026 was $[●] per Class A Ordinary Share.

initial exercise price of $[●] for each of the Warrants was determined at [105]% of the assumed public offering price of $[●] per Unit. The exercise price may be subject to adjustments as described in the Warrant. Such adjustments occur in the following circumstances:

(i) if the Company effects any share splits, combinations, reclassifications, or share dividends, the exercise price may be adjusted proportionately; and (ii) in the event of certain corporate transactions such as mergers or reorganizations, the exercise price may be adjusted to reflect the consideration received by holders of Class A Ordinary Shares in the transaction.

Units have no stand-alone rights and will not be certificated or issued as stand-alone securities. The Class A Ordinary Shares or the

Pre-Funded Warrants in lieu thereof can each be purchased in this offering only with the accompanying Warrants as part of the Units, but the component parts of the Units will be immediately separable and issued separately in this Offering.

are offering to each purchaser of shares that would otherwise result in the purchaser's beneficial ownership exceeding 4.99% of our outstanding Class A Ordinary Shares immediately following the consummation of this offering, the opportunity to purchase a Pre-Funded

Warrants each in lieu of one Class A Ordinary Share. Subject to limited exceptions, a holder of Pre-Funded Warrants will not have the right to exercise any portion of its Pre-Funded Warrants if the holder, together with its affiliates, would beneficially own in excess of 4.99% (or, at the election of the holder, such limit may be increased to up to 9.99%) of the number of Class A Ordinary Shares outstanding immediately after giving effect to such exercise. Each Pre-Funded Warrant will be exercisable for one Class A Ordinary Share. The purchase price of each Pre-Funded Warrant will be equal to the price per share minus $[exercise price], and the remaining exercise price of each

Pre-Funded Warrant will equal $[exercise price] per share. The Pre-Funded Warrants will be immediately exercisable (subject to the beneficial ownership limitation) and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. For each Pre-Funded

Warrant we sell (without regard to any limitation on exercise set forth therein), the number of Class A Ordinary Shares we are offering will be decreased on a one-for-one basis.

and only if at the time of any exercise of the Warrants, there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of the Class A Ordinary Shares underlying the Warrants to the holder, in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the number of Class A Ordinary Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where (A) = trading price formulas determined under the Warrants; (B) = the exercise price of the Warrants; and (X) = the number of warrant shares that would be issuable upon exercise of such Warrants by means of a cash exercise rather than a cashless exercise. Subject to customary adjustments for share dividends, splits or other changes in share capital, the maximum number of Class A Ordinary Shares issuable upon cashless exercise of the Warrants is [●].

holder of the Warrants may also effect an exercise at a zero exercise price (the "zero exercise price option") at any time while the Warrants are outstanding. The aggregate number of Class A Ordinary Shares issuable in such zero exercise price option pursuant to any given notice of exercise electing to effect a zero exercise price option under a Warrant shall be equal to [●] divided by the number of Units actually sold in the Offering, multiplied by the number of Class A Ordinary Shares set forth on the cover page of such Warrant, multiplied by the number of Class A Ordinary Shares set forth in such given notice of exercise, divided by the number of

Class A Ordinary Shares set forth on the cover page of such Warrant. The Warrants included in this Offering entitle the holders to receive, via the zero exercise price option, a fixed number of [●] Class A Ordinary Shares in total regardless of how many units are sold in the Offering. This aggregate number of shares are allocated among the holders in proportion to their number of the Warrants.

the Warrants do provide for an initial exercise price of $[●] per Class A Ordinary Share as well as the ability to exercise the

Warrants on a cashless exercise basis, it is anticipated that all Warrant holders will utilize the zero exercise price option as this allows for the exercise of the Warrants for no additional consideration and will result in a greater number of Class A Ordinary Shares that investors will receive under upon exercise than what would be issuable upon cash exercise or cashless exercise. As a result, there is no practical or financial incentive for holders of the Warrants to exercise the Warrants via cash exercise or cashless exercise and we do not expect to receive any proceeds from the exercise of the Warrants overall.

Class A Ordinary Shares are listed on The Nasdaq Capital Market under the symbol "FCHL." The last reported sale price of our Class A Ordinary Shares on The Nasdaq Capital Market on [●], 2026 was $[●] per Class A Ordinary Share. There is no established public trading market for the Pre-Funded Warrants or the Warrants, and we do not intend to list the Pre-Funded Warrants or the Warrants on any national securities exchange or trading system. Without a trading market, the liquidity of the Pre-Funded Warrants and the Warrants will be limited. We are also registering the Class A Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants and anticipate that such Class A Ordinary Shares will trade on The Nasdaq Capital Market.

have engaged Univest Securities, LLC to act as our exclusive placement agent in connection with this offering (the "placement agent").

The placement agent has agreed to use its best efforts to arrange for the sale of the securities offered by this prospectus. The placement agent is not purchasing or selling any of the securities we are offering and the placement agent is not required to arrange the purchase or sale of any specific number or dollar amount of securities. We have agreed to pay to the placement agent the placement agent fees set forth in the table below, which assumes that we sell all of the securities offered by this prospectus. There is no arrangement for funds to be received in escrow, trust or similar arrangement. There is no minimum offering requirement as a condition of closing of this offering. Because there is no minimum offering amount required as a condition to closing this offering, we may sell fewer than all of the securities offered hereby, which may significantly reduce the amount of proceeds received by us, and investors in this offering will not receive a refund in the event that we do not sell an amount of securities sufficient to pursue our business goals described in this prospectus. See " Risk Factors " on page 20 of this prospectus. We will bear all costs associated with the offering.

See " Plan of Distribution " on page 103 of this prospectus for more information regarding these arrangements.

will have one closing for all the securities purchased in this offering. The offering will terminate upon the completion of a single closing, which is expected to occur on or about [●], 2026. The public offering price per Unit (consisting of one Class A Ordinary

Share (or a Pre-Funded Warrant in lieu thereof) and one Warrant) will be fixed for the duration of this offering.

may sell fewer than all securities offered hereby, which may significantly reduce the amount of proceeds received by us, and investors in this offering will not receive a refund if we do not sell all of the securities offered hereby. We have not established an escrow account in conjunction with this offering. Because there is no escrow account and no minimum number of securities or amount of proceeds, investors could be in a position where they have invested in us, but we have not raised sufficient proceeds in this offering to adequately fund the intended uses of the proceeds as described in this prospectus. Also, any proceeds from the sale of securities offered by us will be available for our immediate use, despite uncertainty about whether we would be able to use such funds to effectively implement our business plan. See " Risk Factors. "

in our securities involves a high degree of risk. See " Risk Factors " beginning on page 20 of this prospectus.

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 Class A Ordinary Shares involves a high degree of risk, including the risk of losing your entire investment. See Risk Factors beginning on page 20 to read about factors you should consider before buying our Class A 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 14 and page 14 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 Class A 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 Class A 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 [●] Class A 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, 580,523.33

Class B Ordinary Shares representing approximately [●] % 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.

Public offering price

Placement agent commissions (1)

Proceeds to the Company before expenses (2) (3)

We have agreed to pay the placement agent a cash fee equal to 7% of the gross proceeds raised in this offering together with a

and 8 more changes in the filing

Exhibits 2 changes

"Exhibit Index" beginning on page II-5 II-4 of this registration statement.

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Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and (ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, placement agent, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

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