Fitness Champs Holdings: securities offering

Cover page 30 changes

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.

filed with the Securities and Exchange Commission on March 24, 2026

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to [●] 6,000,000 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 [●] 6,000,000 Class A Ordinary Shares included in the Units to [●] 6,000,000 Pre-Funded Warrants to [●] 6,000,000 Warrants to Purchase Class A Ordinary Shares to [●] 6,000,000 Class A Ordinary Shares Underlying the Pre-Funded Warrants to to [●] 90,000,000 Class A Ordinary Shares Issuable upon Exercise of the Warrants to Purchase

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Champs Holdings Limited (the "Company," "we" or "us") is offering on a best-efforts basis up to [●] 6,000,000 units (the "Units"), consisting of one Class A Ordinary Share, par value $0. [●] $0.000075 per share (the "Class A Ordinary

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Class A Ordinary Share (each, a "Warrant"). We are offering the Units at the assumed initial public offering price of $3.00 per Unit (the "Offering"). We are also registering up to 6,000,000 Class A Ordinary Shares underlying the Pre-Funded

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 [●] 6,000,000 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 [●],

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initial exercise price of $[●] $5.10 for each of the Warrants was determined at [105]% 170% 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:

$3.00 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.

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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], $0.0001, and the remaining exercise price of each

Pre-Funded Warrant will equal $[exercise price] $0.0001 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

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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.

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 [●]. 6,000,000.

A holder of the Warrants may, at any time and

in its sole discretion, exercise its Warrants in whole or in part by means of a "zero exercise price" option in which the holder is entitled to receive a number of Class A Ordinary Shares equal to the product of (a) the number of Class A Ordinary Shares that would be issuable upon exercise of the Warrant in accordance with the terms of such Warrant if such exercise were by means of a cash exercise rather than a cashless exercise and (b) the quotient obtained by dividing (i) the exercise price minus the lowest

VWAP of the Class A Ordinary Shares during the five (5) trading days immediately prior to the applicable exercise date (such VWAP, the "Low Price") by (ii) 50% of the Low Price. This "zero exercise price" option is only available at a time when the applicable Low Price is lower than the then applicable Exercise Price. At no time can the Low Price be lower than the Floor

Price. "Floor Price" means the price equal to twenty percent (20%) of the lower of (i) the closing price (as reflected on

Nasdaq.com) of the Class A Ordinary Shares immediately preceding the date of this prospectus, and (ii) the average closing price of the

Class A Ordinary Shares (as reflected on Nasdaq.com) for the five trading days immediately preceding the date of this prospectus (which price shall be appropriately adjusted for any share dividend, share split, share combination, reclassification or similar transaction). As a result of this feature, we do not expect to receive any cash proceeds from the exercise of the Warrants because it is highly unlikely that a Warrant holder will elect to pay an exercise price in cash to receive Class A Ordinary Shares when they could elect the "zero exercise price" option in these circumstances to receive more Class A Ordinary Shares than they would receive if they did pay an exercise price. As an example, each Warrant includes one underlying Class A Ordinary Share that may be obtained by exercising the

Warrant at an exercise price equal to 170% of the price per Unit sold in this offering; however if the holder elects the zero exercise price option, the number of Class A Ordinary Shares could increase to up to 90,000,000 Class A Ordinary Shares underlying each Warrant if the Low Price for the Class A Ordinary Shares decreases to and equals the Floor Price at the time of such election. As such, holders of the Warrants may elect to be issued up to 90,000,000 Class A Ordinary Shares upon the exercise of the Warrants assuming the Low Price is equal to the Floor Price.

the Warrants do provide for an initial exercise price of $[●] $5.10 per Class A Ordinary Share as well as the ability to exercise the

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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 [●], March 31, 2026. The public offering price per Unit (consisting of one Class A Ordinary

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

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Class B Ordinary Shares representing approximately [●] % of the voting power of our issued and outstanding Ordinary

completion of this offering, our issued and outstanding shares will consist of [●] 6,552,810 Class A Ordinary Shares We will be a and 580,524

Class B Ordinary Shares. We will be a "controlled company" as defined under Nasdaq Capital Market Marketplace Rule 5615(c)

"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

Treasure Investments Limited, 580,524 Class B Ordinary Shares representing approximately 81.58 % of the voting power of our issued and outstanding Ordinary Shares, although we expect that she will no longer have a controlling interest upon issuance of all of the Ordinary Shares that may be issued in connection with the Units. While 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.

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date of this prospectus is [●], 2026.

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The offering 10 changes

Warrants will become exercisable beginning on the Initial Exercise Date at an initial exercise price of $[●]. A holder of the Warrants may also effect the zero exercise price option at any time while the Warrants are outstanding. Under the zero exercise price option, the holder of the Warrants, has the right to receive the number of Class A Ordinary Shares as set forth in the applicable Warrant, which will be more than such number of Class A Ordinary Shares that is issuable upon cash exercise or cashless exercise.

to [●] 6,000,000 Units, based on the public offering price of $[●] $3.00 per Unit, with each unit consisting of one Class A Ordinary Share, or, in lieu thereof, one Pre-Funded Warrant; and one Warrant.

to [●] 6,000,000 Class A Ordinary Shares included in the Units, up to [●] 6,000,000 Pre-Funded Warrants, and up to [●] 90,000,000 Class A Ordinary Shares issuable upon exercise of the Warrants at a zero exercise price.

to 6,000,000 Warrants.

Warrants will become exercisable beginning on the Initial Exercise Date at an initial exercise price of $5.10, equal to 170% of the price per Unit. A holder of Warrants may, at any time and in its sole discretion, exercise its Warrants in whole or in part by means of a "zero exercise price" option in which the holder is entitled to receive a number of Class A Ordinary Shares equal to the product of (a) the number of Class A Ordinary Shares that would be issuable upon exercise of the Warrant in accordance with the terms of such Warrant if such exercise were by means of a cash exercise rather than a cashless exercise and (b) the quotient obtained by dividing (i) the exercise price minus the lowest VWAP of the Class A Ordinary Shares during the five (5) trading days immediately prior to the applicable exercise date (such VWAP, the "Low Price") by (ii) 50% of the Low Price. This "zero exercise price" option is only available at a time when the applicable Low Price is lower than the then applicable Exercise Price. At no time can the Low Price be lower than the Floor Price. "Floor Price" means the price equal to twenty percent (20%) of the lower of (i) the closing price (as reflected on Nasdaq.com) of the Class A Ordinary Shares immediately preceding the date of this prospectus, and (ii) the average closing price of the Class A Ordinary Shares (as reflected on Nasdaq.com) for the five trading days immediately preceding the date of this prospectus (which price shall be appropriately adjusted for any share dividend, share split, share combination, reclassification or similar transaction). As a result of this feature, we do not expect to receive any cash proceeds from the exercise of the Warrants because it is highly unlikely that a Warrant holder will elect to pay an exercise price in cash to receive Class A Ordinary Shares when they could elect the "zero exercise price" option in these circumstances to receive more Class A Ordinary Shares than they would receive if they did pay an exercise price. As an example, holders of the Warrants may elect to be issued up to 90,000,000 Class A Ordinary Shares upon the exercise of the Warrants assuming the Low Price is equal to the Floor Price.

The Warrants will expire on the six month period of the Initial Exercise Date. See " Description of Securities – Warrants " We are also registering the issuance of up to [●] 90,000,000 Class A Ordinary Shares underlying the Warrants.

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to [●] Pre-Funded Warrants.

to 6,000,000 Pre-Funded Warrants.

are also offering the opportunity to purchase, if the purchaser so chooses and in lieu of Class A Ordinary Shares, up to [●] 6,000,000 Pre-Funded Warrants to purchasers whose purchase of shares in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding ordinary shares immediately following the consummation of this offering. Each Pre-Funded Warrant is exercisable for one Class A Ordinary Share. The purchase price of each Pre-Funded Warrant is equal to the price per Class A Ordinary Share being sold to the public in this offering, minus $0.000075, and the exercise price of each Pre-Funded Warrant is $0.000075 per share. The Pre-Funded Warrants will be immediately exercisable 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, the number of Class A Ordinary Shares we are offering will be decreased on a one-for-one basis.

are also registering the issuance of up to [●] 6,000,000 Class A Ordinary Shares underlying the Pre-Funded Warrants.

5 unchanged paragraphs

Use of proceeds 2 changes

estimate the net proceeds from this offering to us will be approximately $[●], $16,409,030, after deducting the estimated placement agent fees and expected offering expenses payable by us, and none of the Warrants issued in this offering are exercised. Even if the Warrants are exercised, we do not expect to receive any proceeds from the exercise of the Warrants because it is highly unlikely that a holder of the Warrants would elect to exercise the Warrants by paying cash or via cashless exercise in lieu of the zero exercise price option.

currently intend to use the net proceeds to us from this offering for [●], business expansion, general working capital purposes marketing and promotional activities, strategic investments and other general corporate purposes. See " Use of Proceeds " beginning on page 35.

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Risk factors 9 changes

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offering may result in an immediate trading halt or delisting of our Class A Ordinary Shares from The Nasdaq Capital Market due to public interest concerns.

Nasdaq Listing Rule 5101, The Nasdaq Stock Market has broad discretionary authority to terminate the listing of securities, subject to a timely-requested hearing, if it determines that continued listing is not in the public interest, even if the issuer is in compliance with The Nasdaq Stock Market's enumerated listing criteria. The Series A Warrants contain exercise price reset provisions that may result in a downward adjustment to the exercise price, subject to a floor price equal to 20% of the initial exercise price of the Series A Warrants, as well as a corresponding increase to the number of Class A Ordinary Shares following such exercise price reset.

As a result of such features, the price of our Class A Ordinary Shares issuable upon exercise of the Series A Warrants may be substantially below the then existing market price. Further, if the holders of the Series A Warrants elect the "zero exercise price" option, the maximum number of Class A Ordinary Shares issuable upon exercise of the Series A Warrants will equal to the product of (a) the number of shares that would be issuable upon exercise of the Series A Warrant in accordance with the terms of such warrant if such exercise were by means of a cash exercise rather than a cashless exercise and (b) the quotient obtained by dividing (i) the exercise price minus the Low Price by (ii) 50% of the Low Price, resulting in a maximum of 273,722,627 Class A Ordinary Shares issuable upon the exercise of the Series A Warrants (assuming the Low Price is equal to the Floor Price). If The Nasdaq Stock Market determines the terms of this offering raise public interest concerns due to the dilutive nature of the transaction, or any other reason, The Nasdaq Stock Market may issue a determination letter to delist our Class A Ordinary Shares pursuant to its discretionary authority under Listing Rule 5101. In that event, even if we were to timely request a hearing with respect to The Nasdaq Stock Market's determination to delist our Class A Ordinary Shares, The Nasdaq Stock Market may still impose an immediate halt on the trading of our Class A Ordinary Shares pursuant to Nasdaq Listing Rule 4120(a)(5) pending the outcome of such hearing. If trading in our Class A Ordinary Shares were to be halted or if The Nasdaq Stock Market were to determine to delist our Class A Ordinary Shares, investors could lose all or part of their investment and our ability to raise additional capital through the public or private sale of equity securities would be adversely affected.

are aware of public disclosures by other Nasdaq-listed companies disclosing that such companies received notification letters from Nasdaq indicating that Nasdaq determined to delist such companies or impose an immediate trading halt as a result of public interest concerns related to offerings of warrants with zero exercise price or similar features, the terms of which, or the potential dilutive effect of which, are similar to this offering (and in some cases, less dilutive than this offering). To date, Nasdaq has not released formal guidance as to an acceptable level of dilution or terms with respect to these offering structures. As such, Nasdaq may also delist our Class A Ordinary Shares for public interest concerns resulting from the dilutive impact and terms of the common warrants in this offering regardless of whether we are in compliance with other continued listing criteria of Nasdaq.

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all warrants included in this offering are exercised, this will result to the issuance of up to 90,000,000 Class A Ordinaty Shares pursuant to the "zero exercise price" feature, holders of our Class A Ordinary Shares immediately prior to this offering will experience dilution of approximately [●]% in their ownership interest. This dilution is in addition to any dilution resulting from the shares of Class A Ordinary Shares included in the units being offered. US$2.83 per share.

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are and, upon the completion of this offering, will may continue to be a "controlled company" as defined under the Nasdaq Capital Market or another national securities exchange Rules, because one of our shareholders, Big Treasure, holds more than 50% of our voting power. As a result, for so long as we remain a controlled company as defined under that rule, we are permitted to elect to rely, and in the future may rely, on certain exemptions from corporate governance rules of the Nasdaq Capital Market or another national securities exchange Rules including:

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Lee, our Executive Director and an indirect controlling shareholder, will continue to have significant influence over us after this offering, including control over decisions that require the approval of shareholders, which will limit your ability to influence the outcome of matters submitted to shareholders for a vote.

are currently controlled, and after this offering is completed, may continue to be controlled, indirectly by Ms. Lee. Ms. Lee, through Big Treasure, currently controls 81.58% of the voting power of our Ordinary Shares assuming no exercise of the warrants.

are currently controlled, and after However, assuming all warrants included in this offering is completed, will continue are exercised resulting in the issuance of up to be controlled, indirectly by Ms. Lee. 90,000,000 Class A Ordinary Shares pursuant to the "zero exercise price" feature, Ms. Lee, through Big Treasure, currently controls 51.22% will control 23.11% of the voting power of our Ordinary Shares. We expect that she will continue to retain voting control As she holds shares of Class B Ordinary Shares irrespective of this size a result, Ms. Lee would no longer hold a majority of this offering given the super voting powers power of our Class B Ordinary Shares and we may no longer qualify as a "controlled company" under applicable Nasdaq rules. As long as Ms. Lee directly or indirectly owns or controls at least a majority of our outstanding voting power, she will have the ability to exercise substantial control over all corporate actions requiring shareholder approval, irrespective of how our other shareholders may vote, including the election and removal of Directors and the size of our Board of Directors, any amendment of our charter documents, or the approval of any merger or other significant corporate transaction, including a sale of substantially all of our assets. Even if Ms. Lee's indirect ownership falls below 50%, she will continue to be able to strongly influence or effectively control our decisions. Additionally, Ms. Lee's interests, or the interests of our Executive Officers and Directors as a whole, may not align with the interests of our other shareholders.

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Capitalization 4 changes

following table sets forth our capitalization as of June 30, December 31, 2025 (reflecting the 15 to 1 reverse share split):

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a pro forma as adjusted basis to reflect (i) the above; (ii) the issuance and sale of [●] 6,000,000 Class A Ordinary Shares in this offering at an assumed initial public offering price of US$[●] US$3.00 per Ordinary Share, after deducting placement agent's commissions and estimated offering expenses payable by us; (iii) and the repayment of the interest-free shareholder loan in the amount of S$[●]. US$147,000.

of the date of this prospectus, 552,810 Class A Ordinary Shares and 580,524 Class B Ordinary Shares are issued and outstanding. Holders of Class A Ordinary Shares and Class B Ordinary Shares have the same rights except for voting and conversion rights. In respect of matters requiring a vote of all shareholders, each holder of Class A Ordinary Shares is entitled to one vote for each Class A Ordinary Share and each holder of Class B Ordinary Shares is entitled to 50 votes for each Class B Ordinary Share. The Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances. The Class B Ordinary Shares are convertible into shares of Class A Ordinary Shares at any time after issuance at the option of the holder on a one-to-one basis. The Class B Ordinary Shares are not being converted as part of this offering.

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5,333,333,333.33 Class A Ordinary Shares, par value US$0.000075 per share, 6,666,666,666.67 authorized, 552,810 Class A Ordinary Share outstanding on an actual basis, 6,552,810 Ordinary Shares authorized, issued and outstanding on an as adjusted basis - ** - ** 666,666,666.66 Class B Ordinary Shares, par value US$0.000075 per share, authorized, 580,524 Class B Ordinary Shares outstanding on an actual basis, 1,000,000 580,524 Class B Ordinary Shares issued and outstanding on an as adjusted basis - ** - ** Additional paid-in capital [●] 1,721 1,721 Additional paid-in capital due to the issuance and sale of [●] 6,000,000 Ordinary Shares as a result of the offering (185 (1,033 ) (1,033 ) Forex reserve (6 (44 ) (44 ) Total Shareholders' Equity (183 ) [●] 17,053 Indebtedness Bank loans Related parties' loans 1,301 1,301 - Total Indebtedness 1,617 1,617 Total Capitalization 1,434 [●] 1,101 17,363 Indebtedness A table describing our indebtedness as of June 30, December 31, 2025 is as follows:

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Dilution 20 changes

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of Class A Ordinary Shares and Class B Ordinary Shares have the same rights except for voting and conversion rights. In respect of matters requiring a vote of all shareholders, by way of poll, each holder of Class A Ordinary Shares is entitled to one vote per Class A Ordinary Share and each holder of Class B Ordinary Shares is entitled to 3.33 50 votes per Class B Ordinary Share. The Class A Ordinary Shares are not convertible into Class B Ordinary Shares of under any other class. circumstances. The Class B Ordinary Shares are convertible into Class A Ordinary Shares at any time after issuance at the option of the holder on a one-to-one basis. The Class B Ordinary Shares are not being converted as part of this offering.

net tangible book value as of [●], December 31, 2025, was [$(●)] US$0.52 per ordinary share. Net tangible book value represents the amount of our total consolidated tangible assets, less the amount of our total consolidated liabilities. Dilution is determined by subtracting the net tangible book value per Class A Ordinary Share (as adjusted for the offering) from the public offering price per Class A Ordinary Share and after deducting the estimated offering expenses payable by us.

giving effect to the issuance and sale of [●] 6,000,000 Class A Ordinary Shares offered in this offering at the public offering price of [$●] $3.00 per Unit, after deducting the placement agent commissions, the non-accountable expense allowance and the estimated offering expenses payable by us and excluding the Class A Ordinary Shares underlying the Pre-Funded Warrants and the Warrants, and none of the Warrants in this offering are exercised, our pro forma as-adjusted net tangible book value as of [●] US$17 million would have been approximately[$(●)] approximately US$2.38 per ordinary share. This represents an immediate increase in net tangible book value of [$●] US$1.86 per ordinary share to the existing shareholders, and an immediate increase in net tangible book value of [$●] US$0.62 per ordinary share to investors purchasing Class A Ordinary following table illustrates Shares in this dilution on a per Share basis to new investors. offering.

following table illustrates this dilution on a per Share basis to new investors.

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number of our ordinary shares to be outstanding after this offering is based on [●] Class A Ordinary Shares and [●] Class B Ordinary Shares outstanding as of the date of this prospectus, and excludes any Class A Ordinary Shares underlying the Pre-Funded Warrants or the Warrants.

Historical net tangible book value per Share as of [●] December 31, 2025

Increase in as adjusted net tangible book value per Share attributable to the investors in this offering [●] 1.86 Pro forma net tangible book value per Share after giving effect to this offering [●] 2.38 Dilution per Share to new investors participating in this offering (1) Assumes net proceeds of $[●] million US$16,409,030 from this offering of [●] 6,000,000 Class A Ordinary Shares at an assumed offering price of $[●] US$3.00 per Unit, calculated as follows: gross offering proceeds of $[●], US$18,000,000, less placement agent commissions of $[●], US$1,260,000, the non-accountable expense allowance of $[●], US$150,000, and offering expenses of approximately $[●], US$180,970, and none of the Warrants in this offering are exercised.

all warrants included in this offering are exercised, holders of our Class A Ordinary Shares immediately prior to this offering will experience additional dilution of approximately US$2.21 in their ownership interest. This amount reflects the potential issuance of up to 90,000,000 Class A Ordinary Shares upon exercise of the Warrants pursuant to the "zero exercise price" feature and is in addition to the dilution resulting from the shares included in the Units being offered.

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October 2, 2024, for purposes of recapitalization in anticipation of the initial public offering, the Company effected a 1:200 forward stock split and changed authorized share capital to $500,000 divided into 100,000,000,000 ordinary shares, par value of $0.000005 each.

currently issued 1,133,333.33 shares of a nominal or par value of US$0.000075 each in the Company were re-designated and re-classified such that the ordinary shares previously held by Big Treasure were re-designated and re-classified as 580,523.33 Class B Ordinary Shares each with 3.33 votes per share and the 552,810 shares held by the remaining shareholders were re-designated and re-classified as Class A Ordinary Shares each with 1 vote per share.

chart below sets out our corporate structure as at the date of this prospectus.

October 2, 2024, for purposes of recapitalization in anticipation of the initial public offering, the Company effected a 1:200 forward stock split and changed the authorized share capital to $500,000 divided into 100,000,000,000 ordinary shares, par value of $0.000005 each. Concurrently, Big Treasure surrendered 3,235,950 ordinary shares, Creative Path surrendered 245,000 ordinary shares, Easy Builder surrendered 954,500 ordinary shares, Biostar surrendered 222,000 ordinary shares, True Height surrendered 97,500 ordinary shares and Fuji surrendered 245,050 ordinary shares to the Company, respectively or 25.0% of their shareholdings each.

January 23, 2026, our shareholders approved (i) a reverse share split of at least 2 shares to 1 and up to 50 shares to 1; re-designation and (ii) on a pre-reverse share split basis, a re-classification of shares whereby authorized share capital of the Company was re-classified and re-designated such that the authorized share capital of the Company is became US$500,000 divided into (a) 80,000,000,000 class A ordinary shares of a nominal or par value of US$0.000005 each, (b) 10,000,000,000 class B ordinary shares of a nominal or par value of US$0.000005 each, and (c) 10,000,000,000 preferred shares of a nominal or par value of US$0.000005 On February 12, 2026, our board each. The 8,707,850 shares of directors approved a 15:1 reverse share split nominal or par value of our issued US$0.000005 each then held by Big Treasure Investments were re-designated and authorized shares, such that the share capital of the Company will be US$500,000 divided into (a) 5,333,333,333.33 re-classified as 8,707,850 class A B ordinary shares of a nominal or par value of US$0.000075 US$0.000005 each, (b) 666,666,666.66 Class B Ordinary and all the remaining issued shares of the Company of a nominal or par value of US$0.000075 US$0.000005 each were re-designated and (c) 666,666,666.66 preferred re-classified as class A ordinary shares of a nominal or par value of US$0.000075. US$0.000005 each on a 1:1 basis.

January 23, 2026, our shareholders also approved a reverse share split at a ratio range of not less than 2 shares to 1 and up to 50 shares to 1, with the exact ratio to be determined by our board of directors.

On February 12, 2026, our board of directors approved a 15:1 reverse share split of our issued and unissued shares, such that the share capital of our Company became US$500,000 divided into (a) 5,333,333,333.33° Class A Ordinary Shares of a nominal or par value of US$0.000075 each; (b) 666,666,666.66° Class B Ordinary Shares of a nominal or par value of US$0.000075 each; and (c) 666,666,666.66° preferred shares of a nominal or par value of US$0.000075 each.

Following the reserve share split, 552,810 Class A Ordinary Shares of a nominal or par value of US$0.000075 each and 580,524 Class B Ordinary Shares of a nominal or par value of US$0.000075 each were in issue. Unless otherwise indicated, all share and per share information in this prospectus supplement reflect this reverse share split. The financial statements and other financial information incorporated by reference into this prospectus supplement as of the date of this prospectus supplement do not reflect the reverse share stock split and continue to present historical share and per share amounts on a pre-reverse split basis.

March 20, 2026, our shareholders also approved a reverse share split at a ratio range of not less than 2 shares to 1 and up to 250 shares to 1, with the exact ratio to be determined by our board of directors.

On March 24, 2026, our board of directors approved a 30:1 reverse share split of our issued and unissued shares, to be effective on a date to be further determined by our board of directors, such that upon the reverse share split becoming effective, the share capital of our Company will become US$500,000 divided into (a) 177,777,777.78° class A ordinary shares of a nominal or par value of US$0.00225 each; (b) 22,222,222.22° class B ordinary shares of a nominal or par value of US$0.00225 each; and (c) 22,222,222.22° preferred shares of a nominal or par value of US$0.00225 each. Unless otherwise indicated, all share and per share information in this prospectus supplement does not reflect this reverse share split as it is not yet effective.

Historically, our Group was

our Group was comprised of Fitness Champs and Fitness Aquatics. We 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.

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MD&A 6 changes

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net total other income was S$4,000 S$7,000 for the periods ended June 30, 2024 and S$96,000 (US$73,000) for the periods ended June 30, 2025, primarily as a result of government grants and rental income received net of interest expenses.

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income of approximately S$16,000 (US$ 12,000) primarily relates to the rental of office space recognized in the period ended June 30, 2025 and S$14,000 S$13,000 in June 30, 2024.

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Amount due to director had a balance S$1.129 million

due to director had a balance S$ 1,129 and S$1.659 million (US$1,301,000) as of June 30, December 31, 2024 and June 30, 2025 respectively. The amount due from (to) director is non-trade, unsecured, interest free and repayable on demand. The amount has been fully offset by an interim dividend paid by the Company during the year ended December 31, 2023.

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revenue recognized as revenue during the respective year ended December 31, 2024 and period ended June 30, 2025 was S$719,000 S$462,000 and S$838,000 (US$657,000), S$352,000 (US$257,000), respectively.

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are an exempted company incorporated in the Cayman Islands. The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of estate duty or inheritance tax. There are no other taxes likely to be material to us levied by the government of the Cayman Islands except for stamp duties that may be applicable on instruments executed in, or after execution brought within the jurisdiction of the Cayman Islands. The Cayman Islands are a party to a double tax treaty entered into with the United Kingdom in 2010 but otherwise is not party to any double tax treaties. that are applicable to any payments made to or by our company. There are no exchange control regulations or currency restrictions in the Cayman Islands. In addition, the Cayman Islands does not impose withholding tax on dividend payments.

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Business 3 changes

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months from January 1, 2024 2026

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Agreement dated 8 December 2023

Agreement dated 16 October 2025

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Management 6 changes

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completion of this offering, Ms. Lee is expected to beneficially own/control, own, indirectly through Big Treasure, approximately [●]% 23.11% of the aggregate voting power of our outstanding shares, assuming the sales issuance of [● 90,000,000 Class A Ordinary Shares we are and further assuming the issuance of all of the Class A Ordinary Shares issuable in connection with the offering of Class A Ordinary Shares and warrants issuable in connection with the offering of Class A Ordinary Shares. In the event all of Class A Ordinary Shares issuable under the warrants issued in connection with his offering are not exercised, she may retain a controlling interest , and thus will have the ability to determine all matters requiring approval by our stockholders. As a result, we may be a "controlled company" within the meaning of the Nasdaq listing rules. If we are a controlled company, we are permitted to elect to rely on certain exemptions from the obligations to comply with certain corporate governance requirements, including:

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a company incorporated in the Cayman Islands, we qualify as a foreign private issuer that is permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the corporate governance listing requirements of the Nasdaq Capital Market or another national securities exchange. These practices may afford less protection to shareholders than they would enjoy if we complied fully with corporate governance listing requirements of such exchanges. Following this offering, we do not intend to rely on home country practice as a majority of the directors on our Board are independent directors. In addition, depending on the number of Class A Ordinary Shares issued pursuant to the Warrants, we will may be a "controlled company" under within the meaning of the Nasdaq Capital Market or another national securities exchange rules following the completion of this offering because in the event more than 50% of the voting power of our common stock will be are controlled indirectly by Ms. Lee. See "Principal Shareholders." As a result, we will may be eligible for exemption from the corporate governance requirements of the Nasdaq Capital Market or another national securities exchange that our Director nominees must be selected or recommended solely by independent directors. We currently intend to rely on this exemption and will comply with all other listing requirements. As a result of being a foreign private issuer and a controlled company, you may not have the same protection afforded to shareholders of companies that are not exempt from the corporate governance requirements identified above.

We currently intend to rely on this exemption and will comply with all other listing requirements. As a result of being a foreign private issuer and a controlled company, you may not have the same protection afforded to shareholders of companies that are not exempt from the corporate governance requirements identified above.

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the completion of this offering, our controlling shareholder, Big Treasure will beneficially own 51.22% 100% of our total issued and outstanding Class B Ordinary Shares, representing 51.22% 81.58% of the total voting power. As However, assuming all warrants included in this offering are exercised resulting in the issuance of up to 90,000,000 Class A result, Ordinary Shares pursuant to the "zero exercise price" feature, Ms. Lee, through Big Treasure, will control 23.11% of the voting power of our Ordinary Shares, in which case we would not longer be a "controlled company." Assuming that Big Treasure retains over 50% of the voting power , we will be a "controlled company" as defined under Nasdaq Capital Market Listing Rule 5615(c), because our controlling shareholder will hold more than 50% of the voting power for the election of directors. As a "controlled company," we are permitted to elect not to comply with certain corporate governance requirements. The exemption we intend to rely on is that our Independent Director Nominees need not be selected or recommended solely by independent directors. As a result, you may not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.

The exemption we intend to rely on is that our Independent Director Nominees need not be selected or recommended solely by independent directors. As a result, you may not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.

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Agreement between Ms. Chia Nyoke Yee and Fitness Champs Holdings Limited have entered into an employment agreement with Ms. Chia pursuant to which she will be employed as our principal financial officer. The agreement provides for an annual base salary equal to S$7,500. $90,000. Under the terms of the agreement, Ms. Chia's employment will continue indefinitely, subject to termination by either party to the agreement upon 30 days' written notice or the equivalent salary in lieu of such notice. The agreement also provides that Ms. Chia shall not, during the term of the agreement and for 12 6 months after cessation of employment, carry on business in competition with our Group.

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Principal stockholders 60 changes

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percentage ownership is based on 1,133,333.33 1,133,334 Ordinary Shares issued and outstanding as at the date of this prospectus and, with respect to percent ownership after this offering.

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otherwise noted below, the address of each person listed on the table is 7030 Ang Mo Kio, Avenue 5, #04-48, NorthStar@AMK, Singapore of our Named Executive Directors, Executive Officers or Independent Directors hold Class A Ordinary Shares and we are not aware of any 5% of greater shareholders who hold Class A Ordinary Shares. The following is table of holdings of Class B Ordinary Shares held by our Named Executive Directors, Executive Officers, Independent Directors, or 5% or greater shareholders:

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Big Treasure is wholly-owned by Ms. Lee and reflects all shares held by Ms. Lee as she holds no Ordinary Shares individually. The total number of shares controlled by Ms. Lee through Big Treasure is reflected above under "Named Executive Directors and Executive Officers" as all of the Ordinary Shares she holds are held indirectly through her control of Big Treasure (580,523.33 (580,524 shares).

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have 552,810 Class A Ordinary Shares issued and outstanding. All of our shares issued and outstanding prior to the completion of the offering are and will be fully paid, and all of our shares to be issued in the offering will be issued as fully paid.

share numbers, option numbers, warrant numbers, other derivative security numbers and exercise prices appearing in this registration statement will be adjusted to give effect to this reverse share split. The financial statements and other financial information incorporated by reference into this prospectus supplement as of the date of this prospectus supplement do not reflect the reverse stock split and continue to present historical share and per share amounts on a pre-reverse share split basis.

current authorized share capital is US$500,000 divided

our reverse share split approved by our board of directors on February 12, 2026, our authorized share capital is US$500,000 divided into (a) 5,333,333,333.33° Class A Ordinary Shares of a nominal or par value of US$0.000075 each, (b) 666,666,666.66° Class B Ordinary Shares of a nominal or par value of US$0.000075 each, and (c) 666,666,666.66° preferred shares of a nominal or par value of US$0.000075 each of which 552,810 Class A Ordinary Shares of a nominal or par value of US$0.000075 each and 1,133,333.33 580,524 Class B Ordinary Shares of a nominal or par value of US$0.000075 each are issued and outstanding.

On March 20, 2026, our shareholders

approved a reverse share split at a ratio range of not less than 2 shares to 1 and up to 250 shares to 1, with the exact ratio to be determined by our board of directors. On March 24, 2026, our board of directors approved a 30:1 reverse share split of our issued and unissued shares, to be effective on a date to be further determined by our board of directors, such that upon the reverse share split becoming effective, the share capital of our Company will become US$500,000 divided into (a) 177,777,777.78° (or equivalent in fractions) class A ordinary shares of a nominal or par value of US$0.00225 each; (b) 22,222,222.22° (or equivalent in fractions) class B ordinary shares of a nominal or par value of US$0.00225 each; and (c) 22,222,222.22°(or equivalent in fractions) preferred shares of a nominal or par value of US$0.00225 each. Unless otherwise indicated, all share and per share information in this prospectus supplement does not reflect this reverse share split as it is not yet effective.

All of our Class A Ordinary Shares

to be issued in the offering will, subject to the Company receiving consideration for the full issue price thereof (which shall equal to at least the aggregate par value of such shares), be issued as fully paid.

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following are summaries of material provisions of our Amended and Restated Memorandum and Articles of Association and of the Companies Act, insofar as they relate to the material terms of our Ordinary Shares.

of Our Company . Under our Amended and Restated Memorandum and Articles of Association, the objects of our company are unrestricted, and we are capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit, as provided by section 27(2) of the Companies Act.

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The holders of our ordinary shares are entitled to such dividends as may be declared by our board of directors. Our post-offering memorandum and articles of association provide that dividends may be declared and paid out of the funds of our company lawfully available therefor.

The holders of our Ordinary Shares are entitled to such dividends as may be declared by our board of directors. Our Amended and Restated Memorandum and Articles of Association provide that dividends may be declared and paid out of the funds of our company lawfully available therefor. Under the laws of the Cayman Islands, our company may pay a dividend out of either profit or share premium account; provided that in no circumstances may a dividend be paid out of our share premium if this would result in our company being unable to pay its debts as they fall due in the ordinary course of business.

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of Class A Ordinary Shares shall, subject to the Amended and Restated Memorandum and Articles of Association, have the following rights:

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of Class B Ordinary Shares shall, subject to the Amended and Restated Memorandum and Articles of Association, have the following rights:

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For purposes of the below:

"Conversion Date" means "in

respect of a Conversion Notice means the day on which that Conversion Notice is delivered".

"Conversion Notice" means "a

written notice delivered to the Company at its registered office (and as otherwise stated therein) stating that a holder of Class B Ordinary Shares elects to convert the number of Class B Ordinary Shares specified therein pursuant to Amended and Restated Memorandum and Articles of Association."

"Conversion Number" means "in

relation to any Class B Ordinary Shares, such number of Class A Ordinary Shares as may, upon exercise of the Conversion Right, be issued at the Conversion Rate."

"Conversion Rate" means "at

any time, on a 1:1 basis."

"Conversion Right" in respect of a

Class B Ordinary Share means "the right of its holder, subject to the provisions of the Amended and Restated Memorandum and Articles of Association and to any applicable fiscal or other laws or regulations including the Companies Act, to convert all or any of its Class B Ordinary Shares, into the Conversion Number of Class A Ordinary Shares in its discretion."

to the provisions hereof in the Amended and Restated Memorandum and Articles of Association and to compliance with all fiscal and other laws and regulations applicable thereto, including the Companies Act, a holder of Class B Ordinary Shares shall have the Conversion Right in respect of each Class B Ordinary Share. For the avoidance of doubt, a holder of Class A Ordinary Shares shall have no rights to convert Class A Ordinary Shares into Class B Ordinary Shares under any circumstances.

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of shares have the right to receive notice of, attend, speak and vote at general meetings of the Company. Holders of Class A Ordinary Shares and Class B Ordinary Shares shall, at all times (other than in respect of separate general meetings of the holders of a class or series of shares held in accordance with Article 11 below), the Amended and Restated Memorandum and Articles of Association), vote together as one class on all matters submitted to a vote for members' consent. Each Class A Ordinary Share shall be entitled to one (1) vote on all matters subject to the vote at general meetings of the Company, and each Class B Ordinary Share shall be entitled to fifty (50) votes on all matters subject to the vote at general meetings of the Company.

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the avoidance of doubt, (i) a sale, transfer, assignment or disposition shall be effective upon the Company's registration of such sale, transfer, assignment or disposition in the Company's Register of Members; and (ii) the creation of any pledge, charge, encumbrance or other third party right of whatever description on any of Class B Ordinary Shares to secure a holder's contractual or legal obligations shall not be deemed as a sale, transfer, assignment or disposition unless and until any such pledge, charge, encumbrance or other third party right is enforced and results in the third party holding legal title to the related Class B Ordinary Shares, in which case all the related Class B Ordinary Shares shall be automatically converted into the same number of Class A Ordinary Shares upon the Company's registration of the third party or its designee as a member holding that number of Class A Ordinary Shares in the Register of Members unless the original holder of the Class B Ordinary Shares (i.e. the charger) chargor) and the board of directors consent in writing to the retention of Class B Ordinary Shares status by the transferee.

of Shareholders. An ordinary resolution to be

ordinary resolution to be passed at a meeting by the shareholders requires the affirmative vote of a simple majority of the votes attaching to the ordinary shares cast at a meeting, while a special resolution requires the affirmative vote of no less than two-thirds of the votes cast attaching to the issued and outstanding ordinary shares at a meeting. A special resolution will be required for important matters such as a change of name, making changes to our memorandum and articles of association, a reduction of our share capital and the winding up of our company. Our shareholders may, among other things, divide or combine their shares by ordinary resolution.

Our shareholders may, among other things, divide or combine their shares by ordinary resolution.

Meetings of Shareholders . As a Cayman Islands exempted company, we are not obliged by the Companies Act to call shareholders' annual general meetings. Our Amended and Restated Memorandum and Articles of Association provide that we shall, if required by the Companies Act, in each year hold a general meeting as its annual general meeting, and shall specify the meeting as such in the notices calling it, and the annual general meeting shall be held at such time and place as may be determined by our directors. All general meetings (including an annual general meeting, any adjourned general meeting or postponed meeting) may be held as a physical meeting at such times and in any part of the world and at one or more locations, as a hybrid meeting or as an electronic meeting, as may be determined by our board of directors in its absolute discretion.

All general meetings (including an annual general meeting, any adjourned general meeting or postponed meeting) may be held as a physical meeting at such times and in any part of the world and at one or more locations, as a hybrid meeting or as an electronic meeting, as may be determined by our board of directors in its absolute discretion.

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However, these rights may be provided in a company's articles of association. Our Amended and Restated Memorandum and Articles of Association provide that upon the requisition of any one or more of our shareholders holding shares which carry in aggregate not less than one-third of all votes attaching to the issued and outstanding shares of our company entitled to vote at general meetings, our board will convene an extraordinary general meeting and put the resolutions so requisitioned to a vote at such meeting. However, our memorandum and articles of association do not provide our shareholders with any right to put any proposals before annual general meetings or extraordinary general meetings not called by such shareholders.

However, our Amended and Restated Memorandum and Articles of Association do not provide our shareholders with any right to put any proposals before annual general meetings or extraordinary general meetings not called by such shareholders.

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of Additional Shares. Our Amended and Restated Memorandum and Articles of Association authorizes our board of directors to issue additional ordinary shares from time to time as our board of directors shall determine, to the extent of available authorized but unissued shares.

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See "Where You Can Find Additional Information."

of Books and Records . Holders of our Ordinary Shares will have no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or our corporate records. However, our Amended and Restated Memorandum and Articles of Association have provisions that provide our shareholders the right to inspect our register of shareholders without charge, and to receive our annual audited financial statements. See "Where You Can Find Additional Information."

Provisions. Some provisions of our Amended and Restated Memorandum and Articles of Association may discourage, delay or prevent a change of control of our company or management that shareholders may consider favorable, including provisions that:

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under Cayman Islands law, our directors may only exercise the rights and powers granted to them under our Amended and Restated Memorandum and Articles of Association for a proper purpose and for what they believe in good faith to be in the best interests of our company.

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Companies Act also contains a statutory power of compulsory acquisition which may facilitate the "squeeze out" of a dissentient minority shareholder upon a tender offer. When a tender offer is made and accepted by holders of 90% of the shares affected within four months, for which the offer is made, the offeror may, within a two-month period commencing on the expiration of from such four-month period, acceptance, require the holders of the remaining shares to transfer such shares to the offeror on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands but this is unlikely to succeed in the case of an offer which has been so approved unless there is evidence of fraud, bad faith or collusion or lack of compliance with the statutory requirements.

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of Directors and Executive Officers and Limitation of Liability . Cayman Islands law does not limit the extent to which a company's memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any 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. Our Amended and Restated Memorandum and Articles of Association provide that that we shall indemnify our directors and officers, and their personal representatives, against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such persons, other than by reason of such person's dishonesty, wilful default or fraud, in or about the conduct of our company's business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such director or officer 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. This standard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation.

addition, we have entered into indemnification agreements with our directors and executive officers that provide such persons with additional indemnification beyond that provided in our Amended and Restated Memorandum and Articles of Association.

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Action by Written Consent . Under the Delaware General Corporation Law, a corporation may eliminate the right of shareholders to act by written consent by amendment to its certificate of incorporation. Cayman Islands law permits us to eliminate the right of shareholders to act by written consent and our post-offering Amended and Restated Memorandum and Articles of Association provide that any action required or permitted to be taken at any general meetings may be taken upon the vote of shareholders at a general meeting duly noticed and convened in accordance with our post-offering Amended and Restated Memorandum and Articles of Association and may not be taken by written consent of the shareholders without a meeting.

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However, these rights may be provided in a company's articles of association. Our post-offering Amended and Restated Memorandum and Articles of Association allow our shareholders holding shares which carry in aggregate not less than one-third of all votes attaching to the issued and outstanding shares of our company entitled to vote at general meetings to requisition an extraordinary general meeting of our shareholders, in which case our board is obliged to convene an extraordinary general meeting and to put the resolutions so requisitioned to a vote at such meeting. Other than this right to requisition a shareholders' meeting, our post-offering Amended and Restated Memorandum and Articles of Association do not provide our shareholders with any other right to put proposals before annual general meetings or extraordinary general meetings. As an exempted Cayman Islands company, we are not obliged by law to call shareholders' annual general meetings.

Voting . Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation's certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases the shareholder's voting power with respect to electing such director. There are no prohibitions in relation to cumulative voting under the laws of the Cayman Islands but our post-offering Amended and Restated Memorandum and Articles of Association do not provide for cumulative voting. As a result, our shareholders are not afforded any less protections or rights on this issue than shareholders of a Delaware corporation.

of Directors . Under the Delaware General Corporation Law, a director of a corporation with a classified board may be removed only for cause with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under our post-offering Amended and Restated Memorandum and Articles of Association, subject to certain restrictions as contained therein, directors may be removed with or without cause, by an ordinary resolution of our shareholders. An appointment of a director may be on terms that the director shall automatically retire from office (unless he has sooner vacated office) at the next or a subsequent annual general meeting or upon any specified event or after any specified period in a written agreement between the company and the director, if any; but no such term shall be implied in the absence of express provision. Under our post-offering Amended and Restated Memorandum and Articles of Association, a director's office shall be vacated if the director (i) becomes bankrupt or has a receiving order made against him or suspends payment or compounds with his creditors; (ii) is found to be or becomes of unsound mind or dies; (iii) resigns his office by notice in writing to the company; (iv) without special leave of absence from our board of directors, is absent from three consecutive meetings of the board and the board resolves that his office be vacated; (v) is prohibited by law from being a director or; (vi) is removed from office pursuant to the laws of the Cayman Islands or any other provisions of our Amended and Restated Memorandum and Articles of Association.

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of Rights of Shares . Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise. Under our post-offering Amended and Restated Memorandum and Articles of Association, if our share capital is divided into more than one class of shares, the rights attached to any such class may only be varied with the sanction of a resolution passed by a majority of two-thirds of the votes cast at a separate meeting of the holders of the shares of that class.

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of Non-resident or Foreign Shareholders . There are no limitations imposed by our Amended and Restated Memorandum and Articles of Association on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition, there are no provisions in our Amended and Restated Memorandum and Articles of Association governing the ownership threshold above which shareholder ownership must be disclosed.

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will deliver to the investors the Class A Ordinary Shares (or the Pre-Funded Warrants in lieu thereof) and the Warrants, upon closing and receipt of investor funds for the purchase of the securities offered pursuant to this prospectus. We intend to complete one closing of this offering. We expect to hold the closing on [●], March 31, 2026. Any extensions or material changes to the terms of the offering will be contained in an amendment to this prospectus. We expect initial delivery of [●] 6,000,000 Class A Ordinary Shares, [●] 6,000,000 Pre-Funded Warrants, and [●] 6,000,000 Warrants being offered pursuant to this prospectus against payment in U.S. dollars will be made on or about [●], and Expenses following table shows the total placement agent's commissions we will pay in connection with the sale of the securities in this offering. March 31, 2026.

following table shows the total placement agent's commissions we will pay in connection with the sale of the securities in this offering.

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estimate the total expenses payable by us for this offering to be approximately $[●] US$1.60 million, which amount includes (i) a placement agent's commissions of $[●]; US$1.26 million; (ii) the placement agent's non-accountable expense allowance in the amount of $150,000 US$150,000 in connection with this offering; and (iii) other estimated expenses of approximately $[●] US$180,970 which include legal, accounting, printing costs, and various fees associated with the offering of our Class A Ordinary Shares.

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these limitations, our securities may be transferred under limited circumstances, including by gift, will, or intestate succession.

Class A Ordinary Shares began trading on the Nasdaq Capital Market under the ticker symbol "FCHL" on September 4, 2025.

these limitations, our securities may be transferred under limited circumstances, including by gift, will, or intestate succession.] Listing Our Class A Ordinary Shares began trading on the Nasdaq Capital Market under the ticker symbol "FCHL" on [●]. There is no established public trading market for the Pre-Funded Warrant or the Warrants, and we do not intend to list the Pre-Funded Warrant or the Warrants on any national securities exchange or trading system. We do not plan to list the Pre-Funded Warrants or the Warrants on the Nasdaq Capital Market or any other securities exchange or trading market.

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completion of this offering, we will have [●] Class A Ordinary Shares issued. In addition, for each Class A Ordinary Share sold in this offering, [●] additional Class A Ordinary Shares will be issuable upon exercise of the warrants issued in connection with each Class A Ordinary Share sold.

completion of this offering, we will have 6,000,000 Class A Ordinary Shares issued. In addition, the warrants issued in this offering are exercisable for up to 6,000,000 Class A Ordinary Shares on a one-for-one basis. However, pursuant to the "zero exercise price" feature, the number of Class A Ordinary Shares issuable upon exercise of the Warrants may be significantly greater, subject to a maximum aggregate issuance of 90,000,000 Class A Ordinary Shares.

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Description of the securities 145 changes

are offering in a best-efforts offering the Units at the assumed public offering price of $[●] $3.00 per Unit. The initial public offering price per Unit in the Offering will be determined by us based on negotiations with the placement agent on behalf of the prospective investors in the Offering, which will be 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 [●] was $[●] per Class A Ordinary Share.

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investors should carefully review the form of Pre-Funded Warrant for a complete description of the terms and conditions of the Pre-Funded term "pre-funded" refers to the fact that the purchase price of our Class A Ordinary Shares in this offering includes almost the entire exercise price that will be paid under the Pre-Funded Warrants, except for a nominal remaining exercise price of $0.000075. $0.0001.

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Pre-Funded Warrant offered hereby will have an initial exercise price per Class A Ordinary Shares equal to $0.000075. $0.0001. The Pre-Funded Warrants will be immediately exercisable and will expire when exercised in full. The exercise price and number of Class A Ordinary Shares issuable upon exercise are subject to appropriate adjustment in the event of share dividends, share splits, share combinations, reorganizations or similar events affecting our Class A Ordinary Shares.

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initial exercise price per Class A Ordinary Share purchasable upon exercise of the Warrant is $[●] per share. The exercise price of the Warrant was determined based on negotiations with the placement agent on behalf of the prospective investors in this offering.

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.

initial exercise price per Class A Ordinary Share purchasable upon exercise of the Warrant is $5.10 per share, equal to 170% of the offering price per Unit. The exercise price of the Warrant was determined based on negotiations with the placement agent on behalf of the prospective investors in this offering. The exercise price and number of Class A Ordinary Shares issuable upon exercise are subject to appropriate adjustment in the event of share dividends, share splits, share combinations, reorganizations or similar events affecting our Class A Ordinary Shares. The initial exercise price of $[●] $5.10, equal to 170% of the offering price per Unit for each of the Warrants was determined at 105% 170% of the assumed public offering price of $[●] $3.00 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.

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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 100,000,000 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, which will be allocated among the holders in proportion to their number of the Warrants.

and only if at the time of any exercise of the Warrant, 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 shares 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 [●]. 6,000,000.

A holder of the Warrants may, at any

time and in its sole discretion, exercise its Warrants in whole or in part by means of a "zero exercise price" option in which the holder is entitled to receive a number of Class A Ordinary Shares equal to the product of (a) the number of shares that would be issuable upon exercise of the Warrant in accordance with the terms of such warrant if such exercise were by means of a cash exercise rather than a cashless exercise and (b) the quotient obtained by dividing (i) the exercise price minus the Low Price by (ii) 50% of the Low Price. This "zero exercise price" option is only available at a time when the Low Price is lower than the then applicable Exercise Price. The exercise price is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting our Class A Ordinary Shares and also upon any distributions of assets, including cash, stock or other property to our shareholders..

the cash exercise at the initial exercise price of $[●] $5.10 per Class A Ordinary Share and the cashless exercise based on the same initial exercise price, the zero exercise price option allows exercise of the Warrants for no additional consideration. In addition, the number of Class A Ordinary Shares that investors will receive under the zero exercise price option will be more than such number of Class A Ordinary Shares that is 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.

Warrants are redeemable by the Company in certain circumstances. Subject to certain exceptions, if (i) the daily volume weighted average trading price of the Class A Ordinary Shares of the Company exceeds 250% of the offering price for ten consecutive trading days and (ii) the average daily trading value of the Class A Ordinary Shares of the Company for such ten-trading day period exceeds $150,000, then we may upon 30 days' notice call for redemption of all or any portion of the Warrants that have not been exercised for consideration equal to $[●] $0.0001 per Class A Ordinary Share.

11 unchanged paragraphs

Legal fees and expenses

Legal and accounting fees and expenses

11 unchanged paragraphs

Unaudited Interim Consolidated Balance Sheets as of June 30, 2025 and consolidated balance sheet as of December 31, 2024 Unaudited Interim Consolidation Statements of Income and Comprehensive income for the Six-months Periods ended June 30, 2025 and 2024 Unaudited Interim Consolidation Statements of Changes in Shareholders' Equity for the Six-month Periods ended June 30, 2025 and June 30, 2024 Unaudited interim Consolidated Statements of Cash Flows for the six-months periods ended June 30, 2025 and 2024 Notes to unaudited interim Consolidated Financial Statements Report of Independent Registered Public Accounting Firm (PCAOB ID 6732) F -23 Consolidated Balance Sheets as of December 31, 2023 and 2024 Consolidated Statements of Income and Comprehensive Income for the Years Ended December 31, 2022, 2023 and 2024 Consolidated Statements of Changes in Shareholders' Equity for the Years Ended December 31, 2022, 2023 and 2024 Consolidated Statements of Cash Flows for the Years Ended December 31, 2022, 2023 and 2024 to Consolidated Financial Statements for the Years ended December 31, 2022, 2023 and 2024 F- 1 Fitness Champs Holdings Limited Unaudited Interim Consolidated Balance Sheets (Amount in thousands, except for share and per share data, or otherwise noted) As of June 30, June 30, Note December 31, 2024 (audited) June 30, 2025 (Unaudited) June 30, 2025 (Unaudited) S$'000 S$'000 US$'000 Note 2(d) ASSETS Current assets:

and cash equivalents

1 unchanged paragraph

Property and equipment, net

Current liabilities:

Amount due to director

non-current liabilities

Commitments and contingencies

LIABILITIES AND SHAREHOLDERS' EQUITY

Accounts payable and accrued liabilities

Total non-current liabilities

Ordinary share, par value US$ 0.000075 ,

shares authorized, 1,000,000

shares issued and outstanding *

earnings (Accumulated losses)

shareholders' equity (deficit)

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

presented for the effect of (i) the issuance of 1

US$0.000075, 6,666,666,666.67 shares authorized, 1,000,000 shares issued and outstanding* - ** - ** - ** Additional paid-in capital Retained earnings (Accumulated losses) (244 ) (185 ) Forex reserve - - (6 ) Total shareholders' equity (deficit) (233 ) (183 ) TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 2,364 2,691 2,109 * Retrospectively presented for the effect of (i) the issuance of 1 ordinary share on February 15, 2024 in preparation of the Company's initial public offering , (ii) the 1:200 share sub-division and 5,000,000 share surrender approved on October 2, 2024 and (iii) the 15 for 1 reverse share split effected on February 12, 2026. (Note accompanying notes are an integral part of these unaudited interim consolidated financial statements.

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Interim Consolidated Statements of Income and Comprehensive Income (Loss) (Amount in thousands, except for share and per share data, or otherwise noted) 2024 2025 2025 Six Months Ended June 30, 2024 2025 2025 S$'000 S$'000 US$'000 Revenues $ 2,226 2,162 1,638 Cost of revenues ( 1,450 ) ( 1,538 ) ( 1,166 ) Gross profit Operating expenses Selling and distribution expenses ( 38 ) ( 205 ) ( 155 ) General administrative expenses ( 562 ) ( 763 ) ( 578 ) Total operating expenses ( 600 ) ( 968 ) ( 733 ) Profit (Loss) from operations ( 344 ) ( 261 ) Other income (expense) Gain from disposal of plant and equipment Interest income - ** - ** Interest expense ( 13 ) ( 11 ) ( 8 ) Government grants Rental income Total other income, net Income (Loss) before income tax ( 248 ) ( 188 ) Income tax expense - - - NET INCOME (LOSS) ( 248 ) ( 188 ) Other comprehensive income (loss) Foreign currency adjustments - - ( 6 ) TOTAL COMPREHENSIVE INCOME (LOSS) ( 248 ) ( 194 ) Earnings (Loss) per ordinary share Basic and diluted - ** - ** Weighted average number of ordinary shares Basic and diluted* 1,000,000 1,000,000 * Retrospectively presented for the effect of (i) the issuance of 1 ordinary share on February 15, 2024 in preparation of the Company's initial public offering, (ii) the 1:200 share sub-division and 5,000,000 share surrender approved on October 2, 2024 and (iii) the 15 for 1 reverse share split effected on February 12, 2026. (Note 1) ** Below S$1,000/US$1,000 The accompanying notes are an integral part of these unaudited interim consolidated financial statements.

1 unchanged paragraph

Interim Consolidated Statements of Changes in Shareholders' Equity (Deficit) (Amount in thousands, except for share and per share data, or otherwise noted) Number of Shares * Amount Paid-in Capital (Accumulated Deficit) equity (deficit) Ordinary Shares Additional Retained earnings Shareholders' Number of Shares* Amount Paid-in Capital (Accumulated Deficit) equity (deficit) S$ S$'000 S$'000 S$'000 Balance as of January 1, 2024 - ** ** Share issued during the year 999,999 - - - - Net income - - - Dividends - - - ( 300 ) ( 300 ) Balance as of June 30, 2024 1,000,000 - ** ** Balance as of January 1, 2025 1,000,000 - ** ** Net loss - - - ( 248 ) ( 248 ) Balance as at June 30, 2025 1,000,000 - ** ** ( 244 ) ( 233 ) Number of Shares* Amount Paid-in Capital (Accumulated Deficit) Forex reserve equity (deficit) Ordinary Shares Additional Retained earnings Shareholders' Number of Shares* Amount Paid-in Capital (Accumulated Deficit) Forex reserve equity (deficit) US$ US$'000 US$'000 US$'000 US$'000 Balance as of January 1, 2025 1,000,000 - ** ** - Balance 1,000,000 - ** ** - Net loss - - - ( 188 ) - ( 188 ) Net income (loss) - - - ( 188 ) - ( 188 ) Foreign currency translation - - - - ( 6 ) ( 6 ) Balance as of June 30, 2025 1,000,000 - ** ** ( 185 ) ( 6 ) ( 183 ) Balance 1,000,000 - ** ** ( 185 ) ( 6 ) ( 183 ) * Retrospectively presented for the effect of (i) the issuance of 1 ordinary share on February 15, 2024 in preparation of the Company's initial public offering, (ii) the 1:200 share sub-division and 5,000,000 share surrender approved on October 2, 2024 and (iii) the 15 for 1 reverse share split effected on February 12, 2026. (Note 1) ** Below S$1,000/US$1,000 The accompanying notes are an integral part of these unaudited interim consolidated financial statements.

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in thousands, except for share and per share data, or otherwise noted) 2024 2025 2025 Six Months Ended June 30, 2024 2025 2025 S$'000 S$'000 US$'000 Cash Flows From Operating Activities:

1 unchanged paragraph

Gain on disposal of property and equipment

5 unchanged paragraphs

Proceeds from disposal of property and equipment

3 unchanged paragraphs

Proceeds of bank borrowings

5 unchanged paragraphs

Effects of exchange rate

of exchange rate changes on cash and cash equivalents

Net changes in cash and cash equivalents

3 unchanged paragraphs

Below S$1,000/US$1,000

17 unchanged paragraphs

On February 12, 2026, our board of directors approved

2026, our board of directors approved a 15:1 reverse share split of our issued and authorized shares, such that the share capital of the Company will be US$500,000 divided into (a) 5,333,333,333.33 Class A Ordinary Shares of a nominal or par value of US$0.000075 each, (b) 666,666,666.66 Class B Ordinary Shares of a nominal or par value of US$0.000075 each, and (c) 666,666,666.66 preferred shares of a nominal or par value of US$0.000075.

1 unchanged paragraph

Schedule of Company and Subsidiaries

engaged in the providing sport of swimming in public schools in Singapore Fitness Champs Aquatics Pte Ltd July 15, 2015 Singapore December Principally engaged in the providing sport of swimming for private sector students Fitness Champs Excellence Sports Academy LLC October 30, 2025 Dubai December 31 Principally engaged in the providing sport of swimming for private sector students concern of June 30, 2025, the Company's negative operating cash flow and net current liability position raise substantial doubt about the Company's ability to continue as a going concern. In assessing the going concern, management and the Board has considered the following:

26 unchanged paragraphs

Fixtures and fittings

Leasehold industrial property

Schedule of Property and Equipment Estimated Useful Lives

Over the remaining lease term

3 unchanged paragraphs

Schedule of Finite Useful Lives Amortized Intangible Assets

47 unchanged paragraphs

Sales of merchandise

Schedule of Revenue Recognition Disaggregated by Timing

recognition at a single point in time:

Revenue recognition over time:

Revenue recognition at disaggregated

2 unchanged paragraphs

the year ended December 31, 2024 and financial period ended June 30, 2025, the Company has not no t made the allowance for doubtful accounts and charged to the unaudited interim consolidated statements of operations. The Company has not experienced any significant bad debt write-offs of accounts receivable in the past.

3 unchanged paragraphs

Schedule of Deposits, Prepayments and Other Receivables

Deposits, prepayments and

other receivables total

3 unchanged paragraphs

Furniture and fittings

Leasehold industrial property

Schedule of Property and Equipment, Net

Property and equipment, gross

6 unchanged paragraphs

Schedule of Intangible Assets

2 unchanged paragraphs

December 8, 2023, the Company entered into a new lease agreement for a lease term of two years for an office in Singapore. The Company is committed to pay a total rental fee of approximately S$37,000 S$ 77,000 for the full lease term.

5 unchanged paragraphs

Schedule of Future Minimum Lease Payments

Total operating lease payment

4 unchanged paragraphs

Schedule of Accounts Payables and Accrued Liabilities

payables and accrued liabilities

3 unchanged paragraphs

Term loans (unsecured)

Property loan (secured)

Schedule of Bank Borrowings

(Dec 24) 4.82%/ 4.82 %/ (June 25) 4.77 %

4 unchanged paragraphs

Schedule of Amount Due From Director

2 unchanged paragraphs

of June 30, 2025, the Company had authorized share capital of US$500,000 US$ 500,000 divided into 100,000,000,000 ordinary shares with a par value of US$0.000005 US$ 0.000005 per share, prior to the re-designation and re-classification of shares in January 2026 and the reverse share split in February and Outstanding Shares of June 30, 2025, the Company had 15,000,000 ordinary shares issued and outstanding.

9 unchanged paragraphs

Sales of merchandise

1 unchanged paragraph

Sales of merchandise

Sales of merchandise

6 unchanged paragraphs

1 unchanged paragraph

3 unchanged paragraphs

23 unchanged paragraphs

2 unchanged paragraphs

2 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

8 unchanged paragraphs

14 unchanged paragraphs

12 unchanged paragraphs

2 unchanged paragraphs

and 65 more changes in the filing

Note 1: BUSINESS OVERVIEW AND BASIS OF PRESENTATION 6 changes

Organization, Description of Business and Going Concern

14 unchanged paragraphs

Schedule of Company and Subsidiaries

Date of incorporation

Northen Star Limited

Fitness Champs Pte Ltd

Principally engaged in the providing sport of swimming in public schools in Singapore 100 % Fitness Champs Aquatics Pte Ltd July 15, 2015 Principally engaged in the providing sport of swimming for private sector students accompanying consolidated financial statements are presented assuming that the Company was in existence at the beginning of the first period presented.

6 unchanged paragraphs

Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 9 changes

Summary of Signification Accounting Policies

21 unchanged paragraphs

Schedule of Property and Equipment Estimated Useful Lives

Expected useful life

Fixtures and fittings

Leasehold industrial property

Over the remaining lease term

3 unchanged paragraphs

Schedule of Finite Useful Lives Amortized Intangible Assets

35 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 ended December (u) Concentration of credit risk Financial 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, 2023 and 2024. bank and cash balances of approximately S$815,000 and S$314,000 were maintained at financial institutions in Singapore, of which approximately S$815,000 and S$314,000 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.

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, 2023 and 2024, bank and cash balances of approximately S$ 815,000 and S$ 314,000 were maintained at financial institutions in Singapore, of which approximately S$ 815,000 and S$ 314,000 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.

21 unchanged paragraphs

Note 3: DISAGGREGATION OF REVENUE 5 changes

Disaggregation of revenue

of Disaggregation of Revenue

1 unchanged paragraph

Disaggregation of revenue

1 unchanged paragraph

Schedule of Revenue Recognition Disaggregated by Timing

4 unchanged paragraphs

Revenue recognition disaggregated

Note 4: ACCOUNTS RECEIVABLE 1 change

1 unchanged paragraph

the years ended December 31, 2022, 2023 and 2024, the Company has not no t 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 4 changes

Deposits, prepayments and other receivables

Schedule of Deposits, Prepayments and Other Receivables

1 unchanged paragraph

Deposits, prepayments and

other receivables total

1 unchanged paragraph

Note 6: PROPERTY AND EQUIPMENT, NET 5 changes

Property and equipment, net

1 unchanged paragraph

Schedule of Property and Equipment, Net

4 unchanged paragraphs

Property and equipment, gross

3 unchanged paragraphs

The Company owns a leasehold industrial property which is classified under property and equipment, as it is not held for sale or for investment purposes. Although the property is currently leased to third parties under operating lease arrangements, its classification as property and equipment is appropriate under U.S. GAAP because the property is not held for capital appreciation or investment income, and rental activities are not part of the Company's principal operations. The carrying value of the leased industrial property as of December income recognized for the years ended December 31, 2022, 2023 and 2024 were S$13,000, is $ nil and $30,000, respectively. 523,000 .

income recognized for the years ended December 31, 2022, 2023 and 2024 were S$ 13,000 , $ nil and $ 30,000 , respectively.

1 unchanged paragraph

Note 7: INTANGIBLE ASSETS 1 change

1 unchanged paragraph

Schedule of Intangible Assets

3 unchanged paragraphs

Note 8: RIGHT-OF-USE ASSET AND OPERATING LEASE LIABILITIES 2 changes

Right of use assets and operating lease liability

6 unchanged paragraphs

Schedule of Future Minimum Lease Payments

7 unchanged paragraphs

Note 9: ACCOUNTS PAYABLES AND ACCRUED LIABILITIES 3 changes

Accounts payable and accrued liabilities

Schedule of Accounts Payables and Accrued Liabilities

Accounts payables and accrued liabilities

2 unchanged paragraphs

Note 10: BANK BORROWINGS 1 change

1 unchanged paragraph

Schedule of Bank Borrowings

5 unchanged paragraphs

Note 11: AMOUNT DUE TO DIRECTOR 4 changes

Amount due to director

1 unchanged paragraph

Schedule of Amount Due From Director

2 unchanged paragraphs

Amount due to the director had a balance of S$ nil and S$1,129,000 as of December 31, 2023, and 2024, respectively.

due to the director had a balance of S$ nil and S$ 1,129,000 as of December 31, 2023, and 2024, respectively. It pertains to shareholder loans provided by Ms. Lee to the company to fund the offering costs. The original loan amount was up to US$800,000 US$ 800,000 and was increased to up to US$1,000,000. US$ 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, to be extended to August 31, 2025.

1 unchanged paragraph

Note 13: REVENUES BY SEGMENT 4 changes

3 unchanged paragraphs

Schedule of Information by Revenue

Sales of merchandise

2 unchanged paragraphs

Sales of merchandise

1 unchanged paragraph

Sales of merchandise

5 unchanged paragraphs

Note 14: INCOME TAX EXPENSE 2 changes

1 unchanged paragraph

Schedule of Income Tax Expense

9 unchanged paragraphs

Schedule of Reconciliation of Income Tax Rate

13 unchanged paragraphs

Note 15: RELATED PARTY TRANSACTIONS 11 changes

Related party transactions

1 unchanged paragraph

Schedule of Related Party Transactions

Nature of transactions

4 unchanged paragraphs

- Coach fee and salary paid on behalf by Joyce Lee Jue Hui*

- Other expenses paid on behalf by Joyce Lee Jue Hui

- Dividend payout to Joyce Lee Jue Hui

- Loan advance to the Company

- Coach fee and salary paid on behalf by Joyce Lee Jue Hui * ( 1,612 ) ( 2,518 ) - - Other expenses paid on behalf by Joyce Lee Jue Hui ( 226 ) ( 709 ) ( 279 ) - Dividend payout to Joyce Lee Jue Hui ( 1,449 ) ( 1,236 ) - - Loan advance to the Company - - ( 1,254 ) - Repayment of loan - - * 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 from December 2023 for payment of coach fee and salary paid on behalf by Joyce Lee Jui Hui.

The Company has an outstanding amount due to the director amounting to S$ nil and S$1,129,000 as of December 31, 2023 and 2024, respectively, which pertains to shareholder loans provided by Ms. Lee to the Company to fund the offering costs. The original loan amount was up to US$800,000 US$ 800,000 and was increased to up to US$1,000,000. The Company intends to repay the loan in full using proceeds from this offering, in accordance with the terms of the loan agreement. The loan is initially repayable upon the earlier of the listing of the Ordinary Shares on Nasdaq or March 31, 2025. However, the repayment date has been extended to August 31, 2025. US$ 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 initially repayable upon the earlier of the listing of the Ordinary Shares on Nasdaq or March 31, 2025. However, the repayment date has been extended to August 31, 2025.

2 unchanged paragraphs

Note 16: CONCENTRATIONS OF RISK 1 change

Concentrations and Risks

13 unchanged paragraphs

Note 17: COMMITMENTS AND CONTINGENCIES 1 change

Commitments and Contingencies

3 unchanged paragraphs

Note 18: SUBSEQUENT EVENTS 3 changes

2 unchanged paragraphs

shareholder loans as of January 3, 2024 pertain to interest-free loans entered into with Ms. Lee in order to fund the cost of this offering. The original loan amount was for up to S$800,000 S$ 800,000 and the total amount utilized for the related party loan as of the date of this annual report is approximately S$651,000 (US$494,000). The Company intends to repay the loan in full using proceeds from this offering, in accordance with the terms of the loan agreement. The loan is repayable upon the earlier of a listing of the Ordinary Shares on Nasdaq and March 31, 2025, to be extended to August 31, 2025. S$ 651,000 (US$ 494,000 ).

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 a listing of the Ordinary Shares on Nasdaq and March 31, 2025, to be extended to August 31, 2025.

1 unchanged paragraph