Fitness Champs Holdings: DRS filing

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

confidentially submitted to the Securities and Exchange Commission on September 18, 2026. This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information contained herein remains strictly confidential.

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Incorporation or Organization)

Classification Code Number)

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to 6,000,000 14,000,000 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 14,000,000 Class A Ordinary Shares included in the Units to 6,000,000 14,000,000 Pre-Funded Warrants to 6,000,000 14,000,000 Warrants to Purchase Class A Ordinary Shares to 6,000,000 14,000,000 Class A Ordinary Shares Underlying the Pre-Funded Warrants to to 90,000,000 210,000,000 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 14,000,000 units (the "Units"), consisting of one Class A Ordinary Share, par value $0.000075 $0.00225 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 $1.00 per Unit (the "Offering"). We are also registering up to 6,000,000 14,000,000 Class A Ordinary Shares underlying the Pre-Funded

Warrants and 6,000,000 14,000,000 Class A Ordinary Shares underlying the Warrants. Each of the Pre-Funded Warrants will have an exercise price of $[●] $0.00225 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 $[●] $1.70 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 $1.70 for each of the Warrants was determined at 170% of the assumed public offering price of $1.00 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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A holder of the Warrants may, at any time and

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

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

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 $0.0001, $0.00225, and the remaining exercise price of each Pre-Funded

Pre-Funded Warrant will equal $0.0001 $0.00225 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

and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. For each Pre-Funded Warrant we sell (without regard to any limitation on exercise set forth therein), the number of Class A Ordinary Shares we are offering will be decreased on a one-for-one basis.

and only if at the time of any exercise of the Warrants, there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of the Class A Ordinary Shares underlying the Warrants to the holder, in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the number of Class A Ordinary Shares equal to the quotient obtained by dividing (A-B) (X) by (A), where (A) = trading price formulas determined under the Warrants; (B) = the exercise price of the Warrants; and (X) = the number of warrant shares that would be issuable upon exercise of such Warrants by means of a cash exercise rather than a cashless exercise. Subject to customary adjustments for share dividends, splits or other changes in share capital, the maximum number of Class A Ordinary Shares issuable upon cashless exercise of the Warrants is 6,000,000. 14,000,000.

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

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).

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 210,000,000 Class A Ordinary Shares to represent the aggregate maximum shares issuable upon exercise of all Warrants 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 210,000,000

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 $1.70 per Class A Ordinary Share as well as the ability to exercise the Warrants on a cashless exercise basis, it is anticipated that all Warrant holders will utilize the zero exercise price option as this allows for the exercise of the Warrants for no additional consideration and will result in a greater number of Class A Ordinary Shares that investors will receive under upon exercise than what would be issuable upon cash exercise or cashless exercise. As a result, there is no practical or financial incentive for holders of the Warrants to exercise the Warrants via cash exercise or cashless exercise and we do not expect to receive any proceeds from the exercise of the Warrants overall.

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

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

will have one closing for all the securities purchased in this offering. The offering will terminate upon the completion of a single closing, which is expected to occur on or about March 31, 2026. The public offering price per Unit (consisting of one Class A

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

have engaged Univest Securities, LLC to act as our exclusive placement agent in connection with this offering (the "placement agent"). The placement agent has agreed to use its best efforts to arrange for the sale of the securities offered by this prospectus. The placement agent is not purchasing or selling any of the securities we are offering and the placement agent is not required to arrange the purchase or sale of any specific number or dollar amount of securities. We have agreed to pay to the placement agent the placement agent fees set forth in the table below, which assumes that we sell all of the securities offered by this prospectus. There is no arrangement for funds to be received in escrow, trust or similar arrangement. There is no minimum offering requirement as a condition of closing of this offering. Because there is no minimum offering amount required as a condition to closing this offering, we may sell fewer than all of the securities offered hereby, which may significantly reduce the amount of proceeds received by us, and investors in this offering will not receive a refund in the event that we do not sell an amount of securities sufficient to pursue our business goals described in this prospectus. See " Risk Factors " on page 20 19 of this prospectus. We will bear all costs associated with the offering. See " Plan of Distribution " on page 95 of this prospectus for more information regarding these arrangements.

We may undertake one or more closings

for the sale of the Units to the investors. We expect an initial closing to occur on or about [●], 2026, but this Offering will be terminated by [●], 2026 provided that the closing(s) of this Offering for all of the Units have not occurred by such date. Any extensions or material changes to the terms of this Offering will be contained in an amendment to this prospectus. The public offering price per Unit (consisting of one Class A Ordinary Share (or a Pre-Funded Warrant in lieu thereof) and one Warrant) will be fixed for the duration of this offering.

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in our securities involves a high degree of risk. See " Risk Factors " beginning on page 20 19 of this prospectus.

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in our Class A Ordinary Shares involves a high degree of risk, including the risk of losing your entire investment. See Risk Factors beginning on page 20 19 to read about factors you should consider before buying our Class A Ordinary Shares.

are an "Emerging Growth Company" and a "Foreign Private Issuer" under applicable U.S. federal securities laws and, as such, are eligible for reduced public company reporting requirements. Please see Implications of Being an Emerging Growth Company and Implications of Being a Foreign Private Issuer beginning on page 14 13 and page 14 13 of this prospectus for more information.

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completion of this offering, our issued and outstanding shares will consist of 6,552,810 Class A Ordinary Shares and 580,524

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

because, immediately after the completion of this offering, Ms. Joyce Lee Jue Hui will control, through her wholly-owned company Big

Treasure Investments Limited, 580,524 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.

Public offering price

Placement agent commissions (1)

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

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1% non-accountable expense allowance. We have also agreed to reimburse the placement agent for certain of its offering-related expenses, including reimbursement for legal fees and other out-of-pocket fees, costs and expenses in the amount of up to $150,000. US$281,000. For more information about the compensation to be received by the placement agent, see " Plan of Distribution ."

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date of this prospectus is , 2026.

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The offering 9 changes

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.

to 6,000,000 14,000,000 Units, based on the public offering price of $3.00 $1.00 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 14,000,000 Class A Ordinary Shares included in the Units, up to 6,000,000 14,000,000 Pre-Funded Warrants, and up to 90,000,000 210,000,000 Class A Ordinary Shares issuable upon exercise of the Warrants at a zero exercise price.

to 6,000,000 14,000,000 Warrants.

Warrants will become exercisable beginning on the Initial Exercise Date at an initial exercise price of $5.10, $1.70, 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 90,000,000 210,000,000 Class A Ordinary Shares upon the exercise of the Warrants assuming the Low Price is equal to the Floor Price. The Warrants will expire six months from the Initial Exercise Date. See " Description of Securities - Warrants " We are also registering the issuance of up to 210,000,000 Class A Ordinary Shares underlying the Warrants.

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to 6,000,000 14,000,000 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 14,000,000 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, $0.00225, and the exercise price of each Pre-Funded Warrant is $0.000075 $0.00225 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 14,000,000 Class A Ordinary Shares underlying the Pre-Funded Warrants.

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Class A Ordinary Shares (assuming all of the Warrants issued in this offering are exercised.

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Use of proceeds 3 changes

estimate the net proceeds from this offering to us will be approximately $16,409,030, $12,599,000, 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, marketing and promotional activities, strategic investments and other general corporate purposes. See " Use of Proceeds " beginning on page 35. 32.

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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 mainly based on latest market price prior to the pricing of the Offering. The last reported sale price of our Class A Ordinary Shares on The Nasdaq Capital Market on [●], 2026 was $[●] per Class A Ordinary Share.

Risk factors 54 changes

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we are unable to obtain or renew the relevant registrations, certifications, or such registration or certifications are suspended or revoked by the relevant regulatory authorities in Singapore, our operation will have to be suspended and our business, operating and financial results may be materially and adversely affected. See "Regulatory Environment" on page 75 68 for more information on the relevant registrations and certifications required for the conduct of the business of the Group. As at the date of this prospectus, the Group is in compliance with all applicable regulatory requirements in Singapore.

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each of the two years ended December 31, 2023 and 2024 and 2025, we derived approximately 42.9% and 40.3% and 41.0% respectively, of our total revenue from students from primary schools that engage us to provide our services under the SwimSafer program. As we are one of five schools/institutions registered with Sport Singapore and the MOE that can provide courses under the MOE's SwimSafer program, we expect such services to continue to be a significant and important source of our revenue in the near future, subject to renewal of our Company by the MOE as a certified provider, which renewal is not assured. Revenue generated from new sources may not increase to a level that would significantly reduce our reliance on students that we engage through the SwimSafer program offering through primary schools. Our contract with the MOE was renewed in October 2024 for a term through December 2026. If our contract with the MOE is not renewed beyond 2026, or we experience any event that negatively affects our relationship with the primary schools or our Sport Singapore and MOE certification, our overall business and results of operations could be materially and adversely affected.

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"Fitness Champs" brand is instrumental to the success of our business. According to the Frost & Sullivan Report, in 2023 we were the largest service provider in terms of SwimSafer Program assessment bookings, accounting for approximately 30% of market share, and we certified the highest number of students through the SwimSafer Program. As of December 2025, June 2026, we have certified a total of over 190,000 200,000 students through the SwimSafer Program. We rely on the strength of our brand to enhance our reputation as a trustworthy swimming services provider/educator for our students in their extra-curricular and leisure endeavors. If the value of our brand or image and reputation is diminished or tarnished, we may fail to continue to attract students and our business, financial condition and results of operations could be materially and adversely affected.

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to the Frost & Sullivan industry report A, there were approximately 200 swimming training services providers in Singapore in 2023. The leading swimming training providers generally engage in two business lines including (i) provision of training services to students under different training programs funded by the Singapore Government and (ii) provision of customized swimming training services to customers of all ages. We are in constant competition with other swimming services providers to provide quality and the same or better scope of services with well-trained and effective swimming staff. Further, the pricing and demand for our services are affected by the intensity of competition we face. Some of our competitors may be able to foresee the upcoming market trends more accurately or may be more responsive than we are. If we are unable to compete successfully with our competitors, we may experience a reduction in market share, which may have a material adverse effect on our business performance, results operations and financial conditions.

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We cannot provide any assurance that we will be able to obtain additional sources of financing or liquidity in amounts or on terms acceptable to us, or at all.

recently raised the compensation of our Executive Officers and need to make commensurately higher revenue in order to maintain profitability.

and operating our business may require significant cash outlay, capital expenditures and commitments Although our current cash and cash equivalents, anticipated cash flows from operating activities and the proceeds from this offering are expected to be sufficient to meet our anticipated working capital requirements and capital expenditures in the ordinary course of business for at least 12 months following this offering, there is a risk that we may need additional cash resources in the future to fund our growth plans or if we experience adverse changes in business conditions or other developments. We may also need additional cash resources in the future if we find and wish to pursue opportunities for new investments, acquisitions, capital expenditures or similar actions. If we determine that our cash requirements exceed the amount of cash and cash equivalents we have on hand at the time, we will need to seek additional capital, potentially through equity or debt financing, to fund our growth. Our ability to access the credit and capital markets in the future as a source of liquidity, and the borrowing costs associated with such financing, are dependent upon market conditions. We cannot provide any assurance that our assumptions used to estimate our liquidity requirements will remain accurate due to unseen factors such as the recurrence of the COVID-19 global pandemic, risks of war and regional conflicts. In the event of a sustained market deterioration, and continued declines in revenues, we may need additional liquidity, which would require us to evaluate available alternatives and take appropriate actions.

Our ability to access the credit and capital markets in the future as a source of liquidity, and the borrowing costs associated with such financing, are dependent upon market conditions. We cannot provide any assurance that our assumptions used to estimate our liquidity requirements will remain accurate due to unseen factors such as the recurrence of the COVID-19 global pandemic, risks of war and regional conflicts. In the event of a sustained market deterioration, and continued declines in revenues, we may need additional liquidity, which would require us to evaluate available alternatives and take appropriate actions. We cannot provide any assurance that we will be able to obtain additional sources of financing or liquidity in amounts or on terms acceptable to us, or at all.

Executive Officers have no prior limited experience in operating a U.S. public company, and their inability to operate the public company aspects of our business could harm us. Further, planned increases to our Executive Officer compensation will raise our operating costs and our failure to generate commensurately higher revenue could result in negative impacts to our financial results.

we only became a public company in September 2025, our Executive Officers have limited experience in operating a U.S. public company.

Executive Officers have no experience in operating a U.S. public company, which makes our ability to comply with applicable laws, rules and regulations uncertain. Our failure to comply with all laws, rules and regulations applicable to U.S. public companies could subject us or our management to regulatory scrutiny or sanction, which could harm our reputation and share price.

raised the compensation of our Executive Officers upon the consummation of our initial public offering in September 2025 and need to make commensurately higher revenue in order to maintain profitability. Our failure to perform at levels to generate enough revenue to pay these higher operating costs could negatively impact our financial results.

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(iii) failure to meet our reporting obligations; and (iv) loss of confidence by the investors in our financial information. We are implementing a number of measures to address this issue, such as(i) engaging an external consulting firm to assist us with our financial in U.S. GAAP; (ii) allocating resources to improve financial oversight function; (iii) introducing formal business performance review process, and preparing and reviewing the consolidated financial statements and related disclosures in accordance with U.S. GAAP and SEC reporting requirements; and (iv) providing our relevant finance staff with appropriate training in connection with the requirements of U.S.GAAP.

(ii) allocating resources to improve financial oversight function; (iii) introducing formal business performance review process, and preparing and reviewing the consolidated financial statements and related disclosures in accordance with U.S. GAAP and SEC reporting requirements; and (iv) providing our relevant finance staff with appropriate training in connection with the requirements of U.S.GAAP.

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November 6, 2025, we received a letter from the Listing Qualifications staff of The Nasdaq Stock Market ("Nasdaq") notifying us that based on the closing bid price of the Company for the period from September 24, 2025 to November 5, 2025, we no longer meet the continued listing requirement of Nasdaq under Nasdaq Listing Rules 5550(a)(2), to maintain a minimum bid price of $1 per share. We have a 180-calendar days compliance period, or until May 5, 2026, in which to regain compliance with Nasdaq continued listing requirement.

In the event that we do not regain compliance in the compliance period, we may be eligible for an additional 180 calendar days, should we meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and are able to provide written notice of our intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, which we intend to implement. However, if it appears that we are not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will provide notice that our securities will be subject to delisting.

if we are able to cure the deficiency, there are no assurances that the price of our Ordinary Shares will not fall below the listing requirement again, particularly in light of the fact that this offering may result in significant dilution. In addition to the minimum bid price, Nasdaq has specific continued listing requirements related to public float and market value of publicly held shares that could be negatively impacted by the structure of this offering.

May 26, 2026, we received a letter from the Listing Qualifications staff of The Nasdaq Stock Market ("Nasdaq") notifying us that we no longer meet the continued listing requirement of Nasdaq under Nasdaq Listing Rules 5550(b)(1), because (i) the stockholders' equity of the Company of $598,490 as of December 31, 2025, as reported in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, was below the minimum stockholders' equity requirement of $2,500,000 and (ii) the Company did not, as of May 26, 2026, meet the alternatives standards of market value of listed securities or net income from continuing operations for compliance with Nasdaq Listing Rule 5550(b)(1) and as of June 30, 2026, we still do not meet this requirement. The Company has submitted a plan to regain compliance, which is currently under review by Nasdaq. If the plan is accepted, the Company may be granted up to 180 calendar days from May 26, 2026 (or until November 20, 2026), to evidence compliance. In the event the plan is not accepted by Nasdaq or, in the event the plan is accepted and the extension granted but the Company fails to regain compliance within the plan period, the Company would have the right to a hearing before a panel pursuant to the procedures set forth in the applicable Nasdaq Listing Rules. However, there can be no assurance that, if the Company does appeal any delisting determination by Nasdaq to a panel, that such appeal would be successful.

addition, we have been currently trading at around $1 per share and should we fail to close at or above $1 for 30 consecutive days, we would no longer meet the continued listing requirement of Nasdaq under Nasdaq Listing Rules 5550(a)(2). Failure to maintain a minimum bid price of $1 per share would result in the Company being automatically delisted from Nasdaq and there would no be grace period under which to seek continued listing.

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intend to effect a share consolidation promptly following the closing of this offering, and the share consolidation may not achieve its intended effects and may adversely affect the market price and liquidity of our ordinary shares. Further, investors in this offering are not expected to be included in the vote on the matter to approve the share consolidation.

currently expect to effect a share consolidation reverse stock split of our outstanding ordinary shares at a ratio that is to be determined but could be as high as 1 to 250. The matter is expected to be presented for shareholder approval shortly after this offering. Investors in this offering who will purchase shares after the record date for the shareholder meeting is set and before the share consolidation reverse stock split becomes effective and as such, will not be included in the vote to approve the share consolidation reverse stock split. As such, Investors who purchase in this offering after the record date of the shareholder meeting will be bound by a share consolidation despite not having voted. Nor will Additionally, neither the Compmany, nor the investors in this offering, will know the post-split trading price of our ordinary shares at the time Investors they make their investment decision.

can be no assurance that the price of our ordinary shares after the share consolidation reverse stock split will rise in proportion to the reduction in the number of shares outstanding, or that it will remain at any particular level for any period of time. The total market capitalization of our ordinary shares following the share consolidation reverse stock split may be lower than it was immediately prior to the share consolidation reverse stock split, and investors in this offering could suffer an immediate and substantial decline in the value of their investment. The market may also view the share consolidation reverse stock split as a negative signal about our business, financial condition or ability to satisfy applicable listing requirements without such action. In addition, the share consolidation reverse stock split will reduce the number of shares of our ordinary shares available for trading in the public market, which may adversely affect liquidity and increase the volatility of our stock price and the bid-ask spread. The share consolidation reverse stock split may also result in some shareholders owning "odd lots" of fewer than 100 shares, which may be more difficult to sell and may involve higher brokerage commissions per share.

are effecting the share consolidation reverse stock split to maintain compliance with the $1 Minimum Bid Price Requirement for continued listing on the Nasdaq Capital Market. Even if we implement the share consolidation reverse stock split, we may not be able to satisfy that requirement for the requisite period, or to satisfy the other continued listing standards, and our ordinary shares could nonetheless be delisted.

share consolidation reverse stock split is not a condition to the closing of this offering. Our board of directors has not determined the ratio of the share consolidation reverse stock split at this time, and we cannot assure you that the share consolidation reverse stock split will be effected on the anticipated timeline, at what ratio, or at all.

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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 210,000,000 Class A Ordinary Shares issuable upon the exercise of the Series A Warrants (assuming the Low Price is equal to the Floor Price). Such a large issuance may put downward pressure on our stock, which may require us to implement a reverse stock split of a significant ratio. Further, while Nasdaq rules do not impose a specific limit on the number of times a listed company may effect a reverse stock split to maintain or regain compliance with the requirement to maintain a minimum bid price of $1.00 per share for 30 consecutive trading days for continued listing on Nasdaq, as set forth in Nasdaq Listing Rule 5550(a)(2) (the "Minimum Bid Price Requirement"), Nasdaq has stated that a series of reverse stock splits may undermine investor confidence in securities listed on Nasdaq. Accordingly, Nasdaq may determine that it is not in the public interest to maintain the Company's listing, even if we regain compliance with the Minimum Bid Price Requirement.

If The Nasdaq Stock Market determines the terms of this

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.

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and certain of our current/former directors and officers have been named as defendants in a putative securities class action lawsuit, which could have a material adverse impact on our business, financial condition, results of operations, cash flows, and reputation.

April 2026, we and certain of our current and former directors and officers were named as defendants in a securities class action lawsuit, a securities class action lawsuit was filed against the Company and certain of its officers and other parties in the United States District Court for the Southern District of New York (captioned Lim Yen Nee v. Fitness Champs Holdings Ltd., et al. , Case No. 1:26-cv-03182) alleging securities fraud under the Securities Exchange Act of 1934, with an amended complaint filed on September 9, 2026. The action was brought on behalf of persons and entities that purchased or otherwise acquired our securities between September 3, 2025 and September 23, 2025. Named defendants include the Company, past and present executives as well as the underwriter on the Company's initial public offering and its auditors. The complaint alleges that defendants made materially false and/or misleading statements and failed to disclose material adverse facts about the Company's business, operations, and the true nature of trading activity in its securities.

We have engaged legal counsel and are preparing a response to the amended complaint.

We are defending ourselves vigorously,

but litigation of this nature is inherently uncertain. We

cannot predict the timing, outcome, or consequences of this action, and we are currently unable to estimate the potential loss, if any, associated with its resolution. There can be no assurance that we will prevail in our defense, and we may decide to settle on unfavorable terms.

or certain of our directors or officers may, from time to time, be the target of similar or additional lawsuits in the future, including putative class actions brought by shareholders. The existence of this and any similar cases, and any adverse outcome-including any appeal of an adverse judgment-could have a material adverse effect on our business, reputation, financial condition, results of operations, cash flows, and the trading price of our securities. Resolution of these matters may consume a significant portion of our cash resources and divert management's attention from our operations. We may also be subject to claims for indemnification related to these matters, and we cannot predict the impact any such claims may have on our business or financial results.

insurance coverage may not be sufficient to cover all costs and damages arising out of these or similar claims, and we may face additional challenges maintaining adequate director and officer liability insurance at reasonable rates as a result of this litigation.

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all warrants included in this offering are exercised, this will would result to in the issuance of up to 90,000,000 210,000,000 Class A Ordinaty Ordinary Shares pursuant to the zero exercise price feature. As a result, holders of our Class A Ordinary Shares immediately prior to this offering will would experience dilution of approximately US$2.83 US$1.24 per share, which is in addition to the dilution resulting from the issuance of shares in this offering.

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a "controlled company" within the meaning of the Nasdaq Capital Market or another national securities exchange Rules, we may rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies.

are and, upon the completion of this offering, 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:

exemption from the rule that a majority of our Board must be independent directors;

exemption from the rule that the compensation of our chief executive officer must be determined or recommended solely by independent directors; and an exemption from the rule that our director nominees must be selected or recommended solely by independent directors.

exemption we intend to rely on is that our 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.

Lee, our Executive Director and an indirect controlling shareholder, will continue to have significant influence over us after this offering, 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.

However, assuming all warrants included in this offering are exercised resulting in the issuance of up to 90,000,000 Class A 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. As a result, Ms. Lee would no longer hold a majority of the voting power of our 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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have been notified by Nasdaq for failure to meet listing qualifications. If we do not cure this failure, or if we fail to meet other applicable listing requirements, Nasdaq Capital Market delist our Shares from trading, in which case we expect the liquidity and market price of our Shares would decline.

have received a notice from the Nasdaq Capital Market on November 6, 2025 that the Company no longer meets the continued listing requirement of Nasdaq under Nasdaq Listing Rules 5550(a)(2), to maintain a minimum bid price of $1 per share. While we have the opportunity to regain compliance, we cannot assure you that we will be able to meet the continued listing standards of Nasdaq Capital Market or another national securities exchange in the future. If we fail to comply with the applicable listing standards and Nasdaq Capital Market delists our Ordinary Shares, we and our shareholders could face significant material adverse consequences, including:

limited availability of market quotations for our Ordinary Shares;

liquidity for our Ordinary Shares;

determination that our Ordinary Shares are "penny stock", which would require brokers trading in our Ordinary Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our Ordinary Shares;

limited amount of news about us and analyst coverage of us; and a decreased ability for us to issue additional equity securities or obtain additional equity or debt financing in the future.

National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or pre-empts the states from regulating the sale of certain securities, which are referred to as "covered securities." Because we expect that our Ordinary Shares will be listed on Nasdaq Capital Market or another national securities exchange, such securities will be covered securities. Although the states are pre-empted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. Further, if we were no longer listed on Nasdaq Capital Market or another national securities exchange, our securities would not be "covered securities" and we would be subject to regulations in each state in which we offer our securities.

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Dill & Pearman, our counsel as to Cayman Islands law, has advised us that there is uncertainty as to whether the courts of the Cayman Islands would (i) recognize or enforce judgments of the U.S. courts obtained against us or our Directors or Executive Officers that are predicated upon the civil liability provisions of the U.S. securities laws or any U.S. state; or (ii) entertain original actions brought in the Cayman Islands against us or our Directors or Executive Officers that are predicated upon the U.S. securities laws or the securities laws of any U.S. state.

have also been advised by Ogier that although there is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts of the United States (and the Cayman Islands are not a party to any treaties for the reciprocal enforcement or recognition of such judgments), the courts of the Cayman Islands would recognize and enforce a foreign judgment, without any re-examination or re-litigation of matters adjudicated upon provided such judgment: (a) is given by a foreign court of competent jurisdiction; (b) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given; (c) is final and conclusive; (d) is not in respect of taxes, a fine or a penalty; (e) was not obtained by fraud; and (f) is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands.

have been advised by Conyers Dill & Pearman that although there is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts of the United States (and the Cayman Islands are not a party to any treaties for the reciprocal enforcement or recognition of such judgments), the courts of the Cayman Islands would recognize as a valid judgment, a final and conclusive judgment in personam obtained in the federal or state courts of the United States against the Company under which a sum of money is payable (other than a sum of money payable in respect of multiple damages, taxes or other charges of a like nature or in respect of a fine or other penalty) or, in certain circumstances, an in personam judgment for non-monetary relief, and would give a judgment based thereon provided that (a) such courts had proper jurisdiction over the parties subject to such judgment; (b) such courts did not contravene the rules of natural justice of the Cayman Islands; (c) such judgment was not obtained by fraud; (d) the enforcement of the judgment would not be contrary to the public policy of the Cayman Islands; (e) no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands. However, the Cayman Islands courts are unlikely to enforce a judgment obtained from United States courts under civil liability provisions of the U.S. federal securities law if such judgment is determined by the courts of the Cayman Islands to give rise to obligations to make payments that are penal or punitive in nature. Because such a determination has not yet been made by a court of the Cayman Islands, it is uncertain whether such civil liability judgments from U.S. courts would be enforceable in the Cayman Islands. A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

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Capitalization 13 changes

an actual basis; and

following table sets forth our capitalization as of December 31, 2025 (reflecting the 15 to 1 reverse share split and 30 to 1 reverse share split that have been implemented in 2026):

an as adjusted basis to reflect (i) the issuance of an aggregate of additional 19,623 Class A ordinary shares in connection with the share consolidation to account for fractional share entitlements; (ii) issuance and sale of 107,500 Class A Ordinary Shares in previous offering; (iii) issuance of aggregate of 1,153,841 Class A Ordinary Shares in connect with the exercise of warrants; (iv) the repayment of the director's loan on April 30, 2026; (v) completed the acquisition of a commercial property located at 55 Serangoon North Avenue 4, #01-05, Singapore 555859 on July 3, 2026 for a purchase consideration of US$1.059 million. The acquisition was financed in part by US$805,000 of borrowings under a commercial property loan with OCBC Bank, with the remaining purchase consideration funded by the Company; and (vi) the full repayment of the US$310,000 outstanding commercial property loan obtained from OCBC in connection with the acquisition of the property at 7030 Ang Mo Kio Avenue 5 #09-102, Singapore 569880;

a pro forma as adjusted basis to reflect (i) the above; and (ii) the issuance and sale of 6,000,000 14,000,000 Class A Ordinary Shares in this offering at an assumed initial public offering price of US$3.00 US$1.00 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 US$147,000.

of the date of this prospectus, 552,810 1,299,391 Class A Ordinary Shares and 580,524 19,351 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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Shareholders' Equity

5,333,333,333.33 Class A Ordinary Shares, par value US$0.000075 per share, authorized, 552,810 Class A Ordinary Share outstanding on an actual basis, 6,552,810 Ordinary Shares 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, 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 (1,033 ) (1,033 ) Forex reserve (44 ) (44 ) Total Shareholders' Equity 17,053 Indebtedness Bank loans Related parties' loans - Total Indebtedness Total Capitalization 1,101 17,363 Indebtedness A table describing our indebtedness as of December 31, 2025 is as follows:

term loan of S$500,000 (US$379,000) was an unsecured borrowing from OCBC bank obtained in 2020 with an annual fixed interest rate of 2.5%. The loan was for a period of 5 years up to 2025 and was paid in full on June 30, 2025. This amount was used to finance the expansion of our business.

mortgage loan of S$420,000 (US$316,000) was a secured borrowing from OCBC bank obtained in 2023. The loan is for a period of 27 years up to 2050 with an annual variable interest rate of 4.77%. This amount was used to finance the purchasing of our new office at 7030 Ang Mo Kio Avenue 5 #09-102 Singapore 569880. The loan agreement is attached as Exhibit 10.5 to this prospectus.

Company's bank borrowings currently are guaranteed by a personal guarantee from Ms. Lee, a director and shareholder of the Company.

will seek a waiver for future guarantees following the completion of the initial public offering.

loans pertain to interest-free loans entered into with Ms. Lee on January 3, 2024 in order to fund the costs of this offering. The original loan amount was for up to US$800,000 and was increased to up to US$1,000,000, and the total amount utilized for the related party loan as of the date of this prospectus is approximately S$1,659,000 (US$1,301,000). As of December 31, 2025, the balance on the loan was S$218,000 (US$147,000). We intend to repay the remaining balance of loan in full using proceeds from this offering. The loan was initially repayable upon the earlier of the listing of the Ordinary Shares on Nasdaq or March 31, 2025, however, the repayment date was extended to August 31, 2025 and extended again to March 31, 2026.

Class A Ordinary Shares, par value US$0.00225 per share, authorized on actual basis, 10,177,777,777.78 Class A Ordinary Shares, par value US$0.00225 per share, authorized on as adjusted basis and as adjusted pro forma basis, 18,427 Class A Ordinary Share issued and outstanding on an actual basis, 1,299,391 Ordinary Shares issued and outstanding on an as adjusted basis, 15,299,391 Ordinary Shares issued and outstanding on an as adjusted pro forma basis - ** 3 5 22,222,222.22 Class B Ordinary Shares, par value US$0.00225 per share, authorized, 19,351 Class B Ordinary Shares issued and outstanding on an actual basis, 19,351 Class B Ordinary Shares issued and outstanding on an as adjusted basis, 19,351 Class B Ordinary Shares issued and outstanding on an as adjusted pro forma basis - ** - ** - ** 22,222,222.22 Preferred Shares, par value US$0.00225 per share, authorized, nil Preferred Shares issued and outstanding on an actual basis, nil Preferred Shares issued and outstanding on an as adjusted basis, nil Preferred Shares issued and outstanding on an as adjusted pro forma basis paid-in capital paid-in capital due to the issuance and sale of 107,500 Class A Ordinary Shares and aggregate of 1,153,841 Class A Ordinary Shares paid-in capital due to the issuance and sale of 14,000,000 Ordinary Shares as a result of the offering losses (1,060 ) (1,060 ) (1,060 ) Translation reserve (6 ) (6 ) (6 ) Total Shareholders' Equity 4,827 17,42 6 Indebtedness Bank loans Related parties' loans - - Total Indebtedness Total

Dilution 27 changes

purchasing our Ordinary Shares in this offering will experience immediate and substantial dilution in the pro forma as adjusted net tangible book value of their Ordinary Shares. Dilution Accretion/dilution in pro forma as adjusted net tangible book value represents the difference between the initial public offering price of our Ordinary Shares and the pro forma as adjusted net tangible book value per share of our Ordinary Shares immediately after the offering.

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net tangible book value as of December 31, 2025, was US$14.32 per ordinary share. After giving effect to (i) the issuance of an aggregate of 19,623 additional Class A Ordinary Shares in connection with the share consolidation to account for fractional share entitlements;

(ii) the issuance and sale of 107,500 Class A Ordinary Shares in our previous offering; and (iii) the issuance of an aggregate of 1,153,841 Class A Ordinary Shares upon the exercise of warrants, with aggregate net proceeds of approximately US$4.229 million from the transactions described in clauses (ii) and (iii), our as-adjusted net tangible book value was approximately US$3.62 per ordinary share.

tangible book value represents the amount of our total consolidated tangible assets, less the amount of our total consolidated liabilities.

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 taking into account any other changes in the as adjusted net tangible book value after December 31, 2025, other than to give effect to the issuance and sale of 6,000,000 14,000,000 Class A Ordinary Shares offered in this offering at the public offering price of $3.00 $1.00 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 pro forma net tangible book value of US$17 US$17.37 million would have been approximately US$2.38 US$1.13 per ordinary share. This represents an immediate increase decrease in net tangible book value of US$1.86 US$2.49 per ordinary share to the existing shareholders, and an immediate increase in net tangible book value accretion of US$0.62 US$0.13 per ordinary share to investors purchasing Class A Ordinary Shares in this offering.

all of the warrants in this offering are exercised, our pro forma as-adjusted pro forma net tangible book value of US$17.37 million would have been approximately US$0.08 per ordinary share. This represents an immediate decrease in net tangible book value of US$3.54 per ordinary share to existing shareholders, and an immediate dilution of US$0.92 per ordinary share to investors purchasing Class A Ordinary Shares in this offering.

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Issuance of no Warrants US$ (1)

Assuming Issuance of all Warrants

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As adjusted net tangible book value per Share before this offering

Increase Decrease in as adjusted net tangible book value per Share attributable to the investors in this offering 1.86 (10.70 ) (10.70 ) As adjusted pro forma net tangible book value per Share after giving effect to this offering 2.38 Dilution 1.13 0.08 Decrease in as adjusted pro forma net tangible book value per Share attributable to the investors in this offering (2.49 ) (3.54 ) (Accretion)/Dilution per Share to new investors participating in this offering (0.13 ) 0.92 (1) Assumes net proceeds of US$16,409,030 US$12,599,000 from this offering of 6,000,000 14,000,000 Class A Ordinary Shares at an assumed offering price of US$3.00 US$1.00 per Unit, calculated as follows: gross offering proceeds of US$18,000,000, US$14,000,000, less placement agent commissions of US$1,260,000, US$980,000, the non-accountable expense allowance of US$150,000, US$140,000, and offering expenses of approximately US$180,970, US$281,000, 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 US$0.92 in their ownership interest. This amount reflects the potential issuance of up to 90,000,000 210,000,000 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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Purchased an office located at 55 Serangoon North

Avenue 4 #01-05, Singapore 555859

Sold the property located at 7030 Ang Mo Kio Avenue 5 #09-102 Singapore 569880 Corporate Structure Our Company was incorporated in the Cayman Islands on February 15, 2024 under the Companies Act as an exempted company with limited liability.

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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.

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 stock split and continue to present historical share and per share amounts on a pre-reverse split basis.

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Historically, our Group was

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.

(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. On April 29, 2026, the Company further resolved that the reverse share split would take effect on May 4, 2026. Unless otherwise indicated, all share and per share information in this prospectus supplement does 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 stock split and continue to present historical share and per share amounts on a pre-reverse split basis.

April 17, 2026, we were made aware that a class action lawsuit was filed against us in the U.S. District Court for the Southern District of New York on behalf of persons and entities that acquired securities of FCHL between September 3, 2025 and September 23, 2025. We intend to vigorously defend claims against us, which are that the Company made materially false and/or misleading statements and failed to disclose material adverse facts, and the true nature of the trading activity of our ordinary shares.

April 20, 2026, our board of directors ratified the issuance of an aggregate of 425 Class A Ordinary Shares (12,746 Class A Ordinary Shares prior to giving effect to the subsequent 30-to-1 reverse share split) on March 26, 2026 and March 31, 2026 in connection with the implementation of the 15-to-1 Share Consolidation, to account for fractional share entitlements arising therefrom, which resulted in an increase in our Class A ordinary shares from 18,427 to 18,852.

April 20, 2026, the Company issued 107,500 Class A Ordinary Shares (3,225,000 Class A Ordinary Shares prior to giving effect to the subsequent 30-to-1 reverse share split) As of May 12, 2026 the Company had issued an aggregate of 1,153,841 Class A ordinary shares pursuant to the exercise of warrants. The warrants were exercised on a non-cash basis and no cash consideration was received by the Company. As of May 12, 2026, the Company had issued an aggregate of 19,198 shares in connection with the implementation of the 30-to-1 reverse share split, to account for fractional share entitlements arising therefrom, which resulted in an increase in our Class A Ordinary Shares from 1,280,193 to 1,299,391.

June 29, 2026, our board of directors and shareholders have approved to increase the share capital be increased from US$500,000 divided into (a) 177,777,777.78 Class A Ordinary Shares with a par value of US$0.00225 each, (b) 22,222,222.22 Class B Ordinary Shares with a par value of US$0.00225 each and (c) 22,222,222.22 Preferred Shares with a par value of US$0.00225 each to US$23,000,000 divided into (a) 10,177,777,777.78 Class A Ordinary Shares with a par value of US$0.00225 each, (b) 22,222,222.22 Class B Ordinary Shares with a par value of US$0.00225 each and (c) 22,222,222.22 Preferred Shares with a par value of US$0.00225 each by the creation of an additional 10,000,000,000 Class A Ordinary Shares.

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 chart below sets out our corporate structure as at the date of this prospectus. Champs and Fitness Aquatics.

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

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MD&A 151 changes

8 unchanged paragraphs

extend our expertise beyond school programs, offering comprehensive swimming lessons to a diverse demographic ranging from children as young as 4 years old to youths and adults. With the flexibility of solo swim classes at any preferred location and classes held at various public swimming pools, we cater to the unique needs and preferences of our students. Additionally, our commitment to aquatic sports shines through classes encompassing water polo, competitive swimming, and lifesaving.

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Periods Ended June 30,

revenue for the six months ended June 30, 2025 was approximately $2.16 million, representing a decrease of approximately $0.06 million, or 2.9%, compared to approximately $2.22 million for the same period in 2024. The decline was primarily attributable to a 2.9% decrease in swim fees, which fell from approximately $2.22 million in the prior-year period to approximately $2.16 million in the current period.

The reduction in swim fees was mainly due to slightly lower enrolment levels during the period.

of Operations and Comparison of Periods for the Years ended June 30, December 31, 2024 and 2025 following discussion is based on our Group's historical results of operations and may not be indicative of our Group's future operating performance.

set forth in the following table, for the periods years ended June 30, December 31, 2024 and 2025 respectively, our revenue was derived from the following segment:

For the years ended December 31,

revenue for the period years ended June 30, December 31, 2024 and 2025 is diversified across public and private sectors. Public sector income is driven by school-based programs and made up approximately 40% of our revenue for the years ended June 30, December 31, 2024 and 2025. In the private sector, revenue is mainly from private lessons and aquatic sports, pickleball, and sales of merchandise products, accounting for approximately 60% of our revenue for the years ended June 30, December 31, 2024 and 2025.

revenue decreased by approximately S$66,000 or 1.6% to approximately S$4.150 million (US$3.232 million) for the year ended December 31, 2025 from approximately S$4.216 million for the year ended December 31, 2024.

was a reduction in revenue in both sectors for the year ended 2025 as compared to the year ended 2024 mainly attributable to slightly lower enrolment levels during the financial year in 2025.

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fees increased by approximately S$147,000, or 12.1% to approximately S$1.366 million (US$1.035 million) compared to S$1.219 million for the period ended June 30, 2024. The increase was as a result of efforts to introduce more classes to the students and hence, we increased class offerings that necessitated higher coaches' fees. However, overall student enrollment was still lower than in 2025 because even though we increased the number of classes offered, these classes were not at maximum enrollment.

fees decreased by approximately S$6,000, or 14.6% to approximately S$35,000 (US$27,000) compared to S$41,000 in the period ended June 30, 2024. The reduction in students in 2025 led to a decrease in overall entrance fee expenses.

fees decreased by approximately S$8,000, or 6.8% to approximately S$110,000 (US$84,000) compared to S$118,000 in the period ended June 30, 2024. The reduction in students in 2025 led to a decrease in overall assessment fees and certifications.

the years ended June 30, December 31, 2024 and 2025, all of our net revenue was derived from customers located in Singapore. We do have plans to expand beyond Singapore.

cost of revenue primarily consists of test fees, certification fees and coaches' fees. For the periods years ended June 30, December 31, 2024 and 2025, our cost of revenue was S$1.450 S$2.694 million and S$1.538 S$3.015 million (US$1.166 (US$2.348 million), respectively. Our cost of revenue increased by S$88,000 S$321,000 or 6.1% 12.0% mainly due to an increase in coaches' fees. and cost of merchandise.

fees increased by approximately S$322,000, or 13.9%, to approximately S$2.638 million (US$2.056 million) for the year ended December 31, 2025, compared to S$2.317 million for the year ended December 31, 2024. The increase was primarily attributable to higher hourly rates paid to coaches, as well as the continued engagement of coaches to support our training programs despite lower revenue recognized during the financial year.

fees and certification fees increased by approximately S$11,000, or 5.3% to approximately S$220,000 (US$171,000) compared to S$209,000 in the year ended December 31, 2024. Assessment fees increased slightly by approximately S$11,000, generally due to an overall rise in assessment cost during the year.

cost has decreased by approximately S$34,000, or 47.2% to approximately S$38,000 (US$30,000) compared to S$72,000 in the year ended December 31, 2024. The decrease was primarily attributable to higher purchases of merchandise in the prior year, which reduced the need for purchases in the current year.

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Periods Ended June 30,

table below sets forth our gross profit and gross profit margin by segments for the years indicated as follow: follows:

For the years ended December 31,

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overall decline in our gross profit margin can be attributed mainly to dip in class ratio and fewer MOE contracts. The fewer MOE contracts are a result of the trickle-down effect of the COVID-19 pandemic as for the years after the pandemic. Students were unable to swim due to the lock down restrictions and classes were gradually reinstated and students were catching up after the easing of restrictions, hence we had multiple years of students taking classes through MOE contracts. Going forward, only Primary 3 grade students will participate in the MOE program so overall MOE numbers are down from recent prior years as a result.

selling and distribution expenses primarily consist of marketing and entertainment expenses. For the periods ended June 30, 2024 and 2025, our selling and distribution expenses were S$38,000 and S$205,000 (US$155,000) respectively. The increase is attributed to the increase of digital advertisement and trade mission to regional countries.

For the periods ended June 30,

decline in the gross profit margin from 34.9% 36.1% for the period year ended June 30, December 31, 2024 to 28.9% 27.3% for period the year ended June 30, December 31, 2025 can be attributed to an increase in coaches' fees, which resulted in lower profit margins.

gross profit decreased by approximately S$152,000 S$387,000 or 19.6% 25.4% during the period year ended June 30, December 31, 2025 from the corresponding year before, due to a dip in class ratio and a drop in the number of students.

profit margin for sales derived from the government sector decreased by 3.1% to 10.5% for the year ended December 31, 2025 from 13.6% for the corresponding year in 2024 mainly due to a decrease in school related projects.

profit margin for sales derived from private sector decreased by 12.3% to 39.0% for the year ended December 31, 2025 from 51.3% for the year ended December 31, 2024 mainly due to a reduction in student enrolments and less than optimal class sizes.

overall decline in our gross profit margin was primarily attributable to lower class ratios and a reduction in the number of MOE contracts during the financial year. The reduction in MOE contracts was mainly due to the normalization of demand following the COVID-19 pandemic.

During the pandemic, swimming lessons under school programmes were suspended or disrupted due to lockdown restrictions, resulting in students being unable to complete their swimming modules. After restrictions were lifted, programmes gradually resumed and multiple cohorts of students participated to catch up on delayed lessons, leading to higher participation levels in FY2023 and FY2024. As most of these backlog cohorts have since completed their programmes, participation levels in FY2025 have normalized to the typical annual cohort size, which largely comprises Primary 3 students under the existing programme structure, resulting in fewer MOE contracts compared to the prior periods. In addition, enrolment in the private sector is declined as activities and enrichment options normalized following the reopening of the economy, leading to increased availability of alternative activities for students.

selling and distribution expenses primarily consist of marketing and entertainment expenses. For the years ended December 31, 2024 and 2025, selling and distribution expenses were S$173,000 and S$333,000 (US$260,000), respectively. The increase was primarily attributable to a company-wide rebranding initiative, including updates to our logo, flyers, and letterheads. In addition, we engaged a marketing firm to support lead generation and other promotional activities.

For the years ended December 31,

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For the periods ended June 30,

For the years ended December 31,

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Stakeholder engagement event

general and administrative expenses incurred were approximately S$562,000 S$1.303 million and S$763,000 (US$578,000), S$2.274million (US$1.771 million), for the periods years ended June 30, December 31, 2024 and 2025, respectively, representing approximately 38.9%, 85.6%, and 49.5% 198.5% of our gross profit for the corresponding years.

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fees for the year ended December 31, 2025 relate to remuneration for our independent directors appointed following the listing of the company on September 4, 2025. As such, there is no comparative figure for the year ended December 31, 2024.

and professional fees primarily consist of auditor's remuneration, outsourced legal advice, corporate secretarial services, and investor relations support. For the years ended December 31, 2024 and 2025, legal and professional fees amounted to S$157,000 and S$449,000 (US$350,000), respectively. The increase was mainly attributable to higher professional service fees incurred in connection with ongoing compliance and corporate governance requirements as a publicly listed company, including the engagement of legal counsel, corporate secretarial services, auditors, and investor relations support.

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For the periods years ended June 30, December 31, 2024 and 2025, staff costs amounted to approximately S$434,000 S$984,000 and S$631,000 (US$478,000), S$1.368 million (US$1.065 million), respectively, reflecting an increase of about S$197,000. S$384,000. This increase was mainly attributable to higher directors' remuneration and the hiring of additional administrative staff and coaches staffs to support overall business growth. These costs include employee salaries, bonuses, allowances, and contributions to the Singapore Central Provident Fund.

engagement event, a one-off event, amounted to approximately S$128,000 (US$100,000) for the year ended December 31, 2025. The event brought together coaches, students, and other key stakeholders, and included activities such as a dinner, lucky draw, and other engagement initiatives.

expenses were comprised of accounting fees, corporate secretarial and tax fees, insurance expenses, office supplies, repair and maintenance and other general expenses.

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For the periods ended June 30,

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

For the years ended December 31,

net total other income was S$7,000 S$125,000 for the periods year ended June 30, December 31, 2024 and S$96,000 (US$73,000) S$111,000 (US$87,000) for the periods year ended June 30, December 31, 2025, primarily as a result of government grants and rental income received net of interest expenses.

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interest expense arose from secured bank loans. Interest expenses were approximately S$13,000 S$25,000 and S$11,000 (US$8,000) S$19,000 (US$15,000) for the periods years ended June 30, December 31, 2024 and 2025 respectively. For more details of our bank borrowings, please see the paragraph headed "Bank Indebtedness" in this section.

Income of approximately S$6,000 (US$5,000) comprise of government paid leave and corporate income tax rebates for the year ended December 31, 2025 and S$11,000 for the year ended December 31, 2024.

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the period ended June 30, 2025, one of the major government grants of approximately S$36,000 (US$27,000) from Enterprise Singapore Business Matching service for our expansion in Dubai.

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$13,000 in June 30, 2024.

provision for income tax expenses as we did not have taxable profits for the six months ended June 30, 2025 and 2024.

the six months ended June 30, 2025, we incurred a net loss of approximately $0.25 million (US$ 0.19 million), as compared to approximately $0.18 million of comprehensive income for the six months ended June 30, 2024. The increase in net loss is primarily attributable to the increase in selling and distribution expenses and employees compensations (including salaries and employee benefits) increase.

periods ended June 30,

Net cash used in operating activities

the year ended December 31, 2025, government grants of approximately S$13,000 (US$10,000) from PWCS and Senior Employment Credit and S$42,000 (US$ 33,000) from Enterprise Singapore Business Matching in Korea and digital marketing campaigns. For the year ended December 31, 2024, government grants of S$49,000 (US$36,000) from PWCS and Senior Employment Credit and S$52,000 (US$ 38,000) from Enterprise Singapore Business Matching in Korea and digital marketing campaign.

income of approximately S$32,000 (US$ 25,000) and S$30,000 primarily relates to the rental of office space recognized in the year ended tax expense tax expense for the year ended December 31, 2024 comprised current year tax of S$4,000, net of an overprovision of S$5,000 relating to the prior year. For the year ended December 31, 2025, income tax expense comprised current year tax, adjusted for a under provision of S$4,000 (US$3,000) in the prior year.

a result of the foregoing, our net income amounted to approximately S$172,000 and loss of S$1.344 million (US$1.046 million) for the years ended December 31, 2024 and 2025, respectively.

flows - June 30, 2024 and 2025

following table summarizes our cash flows for the periods years ended June 30, December 31, 2024 and 2025:

Years ended December 31,

Cash and cash equivalent at beginning of the period year

Net cash provided by operating activities

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Effects Effect of Exchange Rate Changes on Cash and cash equivalents (43 )

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Cash and cash equivalent as at end of the period year

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an increase of approximately S$11,000 (US$8,000) in interest expense; and (c) positive changes of approximately S$65,000 (US$54,000) in working capital primarily reflecting (i) a decrease of approximately S$184,000 (US$148,000) in receivables, (ii) an increase of approximately S$119,000 (US$94,000) in payable and (iii) an increase of approximately S$119,000 (US$94,000) in income tax payable.

negative changes of approximately S$48,000 in non-cash items, primarily including depreciation of property and equipment amounting to S$40,000 and gain on disposal of property and equipment amounting to S$27,000;

a positive change of approximately S$235,000 in working capital primarily reflecting (i) a decrease of approximately S$130,000 in receivables;

(ii) an increase of approximately S$35,000 in payable; and (iii) an increase of approximately S$140,000 in income tax payable.

the period year ended June 30, December 31, 2025, our net cash provided by operating activities was approximately S$253,000 (US$293,000), S$614,000 (US$447,000), primarily reflecting net income loss after tax of approximately S0.248 S$1.365 million (US$188,000), (US$1.063 million), as adjusted by the following:

positive changes of approximately S$49,000 (US$37,000) S$101,000 (US$77,000) in non-cash items primarily including depreciation of property and equipment; amortization;

an increase of approximately S$13,000 S$19,000 (US$15,000) in interest expense;

a decrease of approximately S$4,000 (US$3,000) in interest income;

a decrease of approximately S$7,000 (US$36,000) in foreign reserve; and (e) positive changes of approximately S$1,842,000 (US$1,403,000) in working capital primarily reflecting (i) a decrease of approximately S$1,304,000 (US$951,000) in deposit, prepayment and other receivables, (ii) an increase of approximately S$555,000 (US$466,000) in payable and (iv) a decrease of approximately S$4,000 (US$3,000) in income tax payable.

the period year ended June 30, December 31, 2024, our net cash provided by operating activities was approximately S$400,000, S$82,000 (US$61,000), primarily reflecting net income profit after tax of approximately S$183,000, S$172,000 (US$126,000), as adjusted by the following:

positive changes of approximately S$84,000 (US$62,000) in non-cash items primarily including depreciation and amortization;

an increase of approximately S$25,000 (US$18,000) in interest expense;

a decrease of approximately S$6,000 (US$4,000) in interest income; and (d) negative changes of approximately S$193,000 (US$141,000) in working capital primarily reflecting (i) an increase of approximately S$1,000 (US$1,000) in accounts receivable (ii) a decrease of approximately S$85,000 (US$63,000) in deposit, prepayment and other receivables, (iii) an increase of approximately S$77,000 (US$57,000) in payable and (iv) a decrease of approximately S$186,000 (US$136,000) in income tax payable.

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cash used in investing activities for the six months ended June 30, 2025 was approximately $31,000 (US$23,000), compared to approximately $47,000 for June 30, 2024. The increase in cash outflow was primarily due to the acquisition of an intangible asset of approximately $31,000 (US$23,000) during the current period. Where there is similar of $52,000 of acquisition property and equipment in June 30, 2024.

Overall, cash used in investing activities remained relatively modest and reflects the Group's ongoing investment in operational and strategic assets.

the year ended December 31, 2025, our net cash used in investing activities totaled approximately S$28,000 (US$22,000). This figure primarily comprised a purchase of property, plant, and equipment amounting to S$1,000 (US$1,000) and intangible asset amounting to S$31,000 (US$24,000).

It was partially offset by the interest income of S$4,000 (US$3,000).

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and 71 more changes in the filing

Market risk 1 change

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currently lack personnel adequately trained in and have appropriate knowledge of U.S. GAAP and SEC reporting requirements to properly address complex U.S. GAAP accounting issues and related disclosures to fulfill U.S. GAAP and SEC financial reporting requirements. As such, we have implemented and plan to implement a number of measures to address this issue including: (i) engaging an external consulting firm to assist us with our financial reporting in US GAAP; (ii) allocating additional resources to improve financial oversight function;

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Business 11 changes

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of the date of this prospectus, we provide swimming classes and aquatic sports classes within in Singapore only. and Dubai.

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our operating history, we have received the following awards and accreditations in recognition of our performance and quality products and services.

100 SME* in Singapore

and Medium Enterprise

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abovementioned property has been leased to an independent third party at market rates for a term of 2 years. As of the date of this prospectus, the abovementioned property has been sold to third party.

55 Serangoon North Avenue 4 #01-05, Singapore 555859

To use the premises for the business of Fitness Aquatics

58 years from July 2, 2012

abovementioned property is acquired on July 3, 2026.

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of the date hereof, we are not party to any claim, litigation or arbitration of material importance and there was no claim, litigation or arbitration of material importance known to our Directors to be pending or threatened against us which could have a material adverse effect on our business, results of operations or financial conditions.

or about April 2026, a securities class action lawsuit was filed against the Company and certain of its officers and other parties in the United States District Court for the Southern District of New York (captioned Lim Yen Nee v. Fitness Champs Holdings Ltd., et al. , Case No. 1:26-cv-03182) alleging securities fraud under the Securities Exchange Act of 1934, with an amended complaint filed on September 9, 2026.The action was brought on behalf of persons and entities that purchased or otherwise acquired FCHL securities between September 3, 2025 and September 23, 2025 (the "Class Period"). Named defendants include the Company, past and present executives as well as the underwriter on the Company's initial public offering and its auditors. The complaint alleges that defendants made materially false and/or misleading statements and failed to disclose material adverse facts about the Company's business, operations, and the true nature of trading activity in its securities. The Company intends to defend vigorously against these allegations. The ultimate outcome of this litigation and its financial impact on the Company cannot be determined at this time.

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Management 48 changes

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of September 2024. Mr. Tang is now serving as the Singapore Country Manager for MST Golf, a golf specialty retailer that is publicly listed in Malaysia.

Tang currently serves as the Singapore Country Manager for MST Golf, a golf specialty retailer that is publicly listed in Malaysia. Effective 1 June 2026, he was also appointed as a Director of MST Golf (Singapore) Pte. Ltd., reflecting his leadership role in overseeing the company's strategic growth and operations in Singapore.

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composition of our board of directors currently includes 1 individual who self-reports as diverse under the Nasdaq Listing Rule 5605(f) regarding board diversity as applies to foreign private issuers. Under Nasdaq Listing Rule 5605(f), directors who self-identify as (i) female, (ii) an underrepresented minority based on the national, racial, ethnic, indigenous, cultural, religious or linguistic identity or (iii) LGBTQ+ are defined as being diverse. The following chart summarizes certain self-identified personal characteristics of our directors, in accordance with Nasdaq Listing Rule 5605(f). Each term used in the table has the meaning given to it in the rule and related instructions:

Diversity Matrix (as of the date of this prospectus)

Part I: Gender Identity

Part II: Demographic Background

African American or Black

Alaskan Native or Native American

Native Hawaiian or Pacific Islander

Did Not Disclose Demographic Background

completion of this offering, Ms. Lee is expected to beneficially own, indirectly through Big Treasure, approximately 23.11% of the aggregate voting power of our outstanding shares, assuming the issuance of 90,000,000 Class A Ordinary Shares 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:

requirement that a majority of the board of directors consist of independent directors;

requirement that our director nominees be selected or recommended solely by independent directors; and the requirement that we have a nominating and corporate governance committee and a remuneration committee that are composed entirely of independent directors with a written charter addressing the purposes and responsibilities of the committees.

we do not intend to rely on the controlled company exemptions under the Nasdaq listing rules even if we are a controlled company, we could elect to rely on these exemptions in the future, and if so, you would not have the same protection afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

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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.

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 However, as a result of Class being a Ordinary Shares issued pursuant to the Warrants, we foreign private issuer, you 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 in the event more than 50% of not have the voting power same protection afforded to shareholders of our common stock companies that are controlled indirectly by Ms. Lee. See "Principal Shareholders." As a result, we may be eligible for exemption not exempt 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. identified above.

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expect to continue to be a controlled company within the meaning of the Nasdaq Capital Market or another national securities exchange rules, and as a result, we qualify for and intend to continue to rely on exemptions from certain corporate governance requirements.

Companies that qualify as a "Controlled Company" with securities listed on the Nasdaq Capital Market or another national securities exchange, must comply with the exchange's continued listing standards to maintain their listings. Nasdaq Capital Market or another national securities exchange has adopted qualitative listing standards. Companies that do not comply with these corporate governance requirements may lose their listing status. Under the Nasdaq Capital Market or another national securities exchange rules, a "controlled company" is a company with more than 50% of its voting power held by a single person, entity or group. Under Nasdaq Capital Market or another national securities exchange rules, a controlled company is exempt from certain corporate governance requirements, including:

exemption from the rule that the compensation of our chief executive officer must be determined or recommended solely by independent directors; and exemption from the rule that our director nominees must be selected or recommended solely by independent directors.

companies must still comply with the exchange's other corporate governance standards. These include having an audit committee and the special meetings of independent or non-management directors.

the completion of this offering, our controlling shareholder, Big Treasure will beneficially own 100% of our total issued and outstanding Class B Ordinary Shares, representing 81.58% of the total voting power. However, assuming all warrants included in this offering are exercised resulting in the issuance of up to 90,000,000 Class A 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.

intend to adopt we do not currently have a formal policy regarding board diversity, and our nominating and corporate governance and Board will consider a broad range of factors relating to the qualifications and background of nominees, which may include diversity (not limited to race, gender or national origin). Our nominating and corporate governance's and Board's priority in selecting board members is identification of persons who will further the interests of our shareholders through their established record of professional accomplishment, the ability to contribute positively to the collaborative culture among board members, knowledge of our business, understanding of the competitive landscape and professional and personal experience and expertise relevant to our growth strategy.

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October 23, 2000, the SEC adopted rules related to insider trading. One of these rules, Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, provides an exemption to the insider trading rules in the form of an affirmative defense. Rule 10b5-1 recognizes the creation of formal programs under which executives and other insiders may sell the securities of publicly traded companies on a regular basis pursuant to written plans that are entered into at a time when the plan participants are not aware of material non-public information and that otherwise comply with the requirements of Rule 10b5-1.

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the fiscal year ended December 31, 2024, we paid an aggregate of approximately S$690,000 in cash to our Executive Directors and Executive Officers. For the fiscal year ended December 31, 2023, we paid an aggregate of approximately S$188,000 in cash to our Executive Directors and Executive Officers, as set forth in the table below.

are not payable pursuant to a bonus plan, but rather are made on a discretionary basis in consideration of contributions and profitability of the Company for the year under which such bonus was paid. The Company does not have a profit sharing or equity incentive plan.

Ms. Joyce Lee Jue Hui

Executive Director and Chief Executive Officer

Executive Director and Chief Operating Officer

Ms. Chia Nyoke Yee *

Principal Financial Officer

Ms. Lian Lai Hong, Jerrica

Head of Administration / Business Development

Ms. Alice Teoh Teoh Siew Thim **

Chief Financial Officer

and bonus amounts shown are before contribution to the Singapore Central Provident Fund.

Chia was hired in 2025.

Teoh was hired in 2024 and resigned in 2025 .

Agreement between Ms. Lee and Fitness Champs Holdings Limited have entered into an employment agreement with Ms. Lee pursuant to which she will be employed as an Executive Director and the Chief Executive Officer of the Company. The agreement provides for an annual base salary equal to S$420,000. Under the terms of the agreement, Ms. Lee's employment will begin for an initial term of one year. The initial term will automatically renew for successive one-year terms subject to termination by either party to the agreement upon 60 days' prior written notice or the equivalent salary in lieu of such notice and until the Director successor is duly elected and qualified. The agreement also provides that Ms. Lee shall not, during the term of the agreement and for 12 months after cessation of employment, carry on business in competition with our Group.

Agreement between Mr. Koh and Fitness Champs Holdings Limited have entered into an employment agreement with Mr. Koh pursuant to which he will be employed as an Executive Director and the Chief Operating Officer of the Company. The agreement provides for an annual base salary equal to S$240,000. Under the terms of the agreement, Mr. Koh's employment will begin for an initial term of one year. The initial term will automatically renew for successive one-year terms subject to termination by either party to the agreement upon 60 days' prior written notice or the equivalent salary in lieu of such notice and until the Director successor is duly elected and qualified. The agreement also provides that Mr. Koh shall not, during the term of the agreement and for 12 months after cessation of employment, carry on business in competition with our Group.

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 $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 6 months after cessation of employment, carry on business in competition with our Group.

Agreement between Ms. Lian and Fitness Champs Holdings Limited have entered into an employment agreement with Ms. Lian pursuant to which she will be employed as the Head of Administration / Business Development. The agreement provides for an annual base salary equal to S$96,000. Under the terms of the agreement, Ms. Lian's employment will continue indefinitely, subject to termination by either party to the agreement upon 60 days' written notice or the equivalent salary in lieu of such notice. The agreement also provides that Ms. Lian shall not, during the term of the agreement and for 12 months after cessation of employment, carry on business in competition with our Group.

Agreement between Mr. Yao and Fitness Champs Holdings Limited have entered into an employment agreement with Mr. Yao pursuant to which he will be employed as the Head of Training. The agreement provides for an annual base salary equal to S$72,000. Under the terms of the agreement, Mr. Yao's employment will continue indefinitely, subject to termination by either party to the agreement upon 60 days' written notice or the equivalent salary in lieu of such notice.

The agreement also provides that Mr. Yao shall not, during the term of the agreement and for 12 months after cessation of employment, carry on business in competition with our Group.

of our directors has entered into a Director's agreement with the Company. There was no compensation paid to any Director in 2023 or 2024. The terms and conditions of such Director's agreement are similar in all material aspects. Each Director's agreement is for an initial term of one year and will automatically renew for successive one-year terms subject to termination by either party to the agreement upon 60 days' prior written notice or the equivalent salary in lieu of such notice and until the Director successor is duly elected and qualified. Each director will be up for re-election each year at the annual shareholders' meeting and, upon re-election, the terms and provisions of his or her Director's agreement will remain in full force and effect. Any Director's agreement may be terminated for any or no reason by the director or at a meeting called expressly for that purpose by a vote of the shareholders holding more than 50% of the Company's issued and outstanding Ordinary Shares entitled to vote.

the Directors' agreements, the initial annual director fees that are payable to our Independent Directors Nominees is as follows:

addition, our Directors are entitled to participate in such share option scheme as may be adopted by the Company, as amended from time to time. The number of options granted, and the terms of those options will be determined from time to time by a vote of the Board; provided that each Director shall abstain from voting on any such resolution or resolutions relating to the grant of options to that Director.

than as disclosed above, none of our Directors has entered into a service agreement with our Company or any of our subsidiary that provides for benefits upon termination of employment.

Principal stockholders 103 changes

5 unchanged paragraphs

percentage ownership is based on 1,133,334 1,318,742 Ordinary Shares issued and outstanding as at the date of this prospectus and, with respect to percent ownership after this offering.

2 unchanged paragraphs

Class B A Ordinary Shares Beneficially Owned Before this Offering

Shares Beneficially Owned after this Offering

Pre-Offering Total Voting Power

Post-Offering Total Voting Power

Post-Offering Total Voting Power Assuming Full

Exercise of All Warrants

10 unchanged paragraphs

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 (580,524 (19,351 shares).

12 unchanged paragraphs

The financial information as of December 31, 2025 is derived from management accounts and has not been audited or reviewed by our independent registered public accounting firm.

Company has an outstanding amount due to the director amounting to S$ nil and S$1,129,000 and S$218,000 as of December 31, 2023 and 2024 and 2025, 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 and was increased to up to US$1,000,000. and The total amount utilized for the related party loan as of the date of this prospectus is approximately S$1,659,000 (US$1,301,000). As of December 31, 2025, the balance on the loan was S$218,000 (US$147,000). We intend Company intends to repay the remaining balance of loan in full, using proceeds from this offering. in accordance with the terms of the loan was initially agreement. The loan is repayable upon the earlier of the listing of the Ordinary Shares on Nasdaq or March 31, 2025, however, the repayment date was extended to August 31, 2025 and further extended again to March 31, 2026. The loan agreement and extension agreement are attached as Exhibit 10.9 to this prospectus. annual report. As of the date of this report, the outstanding balance has been fully repaid.

the year ended December 31, 2025, the director provided additional advances to the Company amounting to S$730,000. These amounts are unsecured, interest-free and repayable on demand.

3 unchanged paragraphs

current authorized share capital is US$500,000 divided

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.

current authorized share capital is US$23,000,000 divided into (a) 5,333,333,333.33° 10,177,777,777.78 Class A Ordinary Shares of a nominal or par value of US$0.000075 US$0.00225 each, (b) 666,666,666.66° 22,222,222.22 Class B Ordinary Shares of a nominal or par value of US$0.000075 US$0.00225 each, and (c) 666,666,666.66° 22,222,222.22 preferred shares of a nominal or par value of US$0.000075 US$0.00225 each of which 552,810 1,299,391 Class A Ordinary Shares of a nominal or par value of US$0.000075 US$0.00225 each and 580,524 19,351 Class B Ordinary Shares of a nominal or par value of US$0.000075 US$0.00225 each are issued and outstanding.

11 unchanged paragraphs

(a) As regards conversion

"Conversion Date" means "in

"Conversion Notice" means "a

"Conversion Number" means "in

"Conversion Rate" means "at

"Conversion Right" in respect of a

For purposes of the below:

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

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."

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."

Rate" means "at any time, on a 1:1 basis."

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."

2 unchanged paragraphs

conversion of Class B Ordinary Shares into Class A Ordinary Shares shall be effected in such manner as permissible under the laws of the Cayman Islands including by way of a re-designation and re-classification of the relevant Class B Ordinary Share as a Class A Ordinary Share or by way of a repurchase or redemption of the relevant Class B Ordinary Share in consideration of the issue of relevant Class A Ordinary Share. All Class A Ordinary Shares so converted shall carry such rights and restrictions and which shall rank pari passu in all respects with the Class A Ordinary Shares then in issue. Such conversion shall become effective forthwith upon entries being made in the Register of Members of the Company to record the re-designation and re-classification of the relevant Class B Ordinary Shares as Class A Ordinary Shares or repurchase or redemption of the relevant Class B Ordinary Shares and issue of Class A (iv) Until such time as the Class B Ordinary Shares. have been converted into Class A Ordinary Shares, the Company shall:

such time as the Class B Ordinary Shares have been converted into Class A Ordinary Shares, the Company shall:

5 unchanged paragraphs

of Shareholders. An ordinary resolution to be

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

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.

of Shareholders. An 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 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 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.

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.

2 unchanged paragraphs

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.

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 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.

42 unchanged paragraphs

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 not less than 90% in value of the shares for which the offer is made, the offeror may, within a two-month period commencing from such 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.

18 unchanged paragraphs

with Interested Shareholders . The Delaware General Corporation Law contains a business combination statute applicable to Delaware corporations whereby, unless the corporation has specifically elected not to be governed by such statute by amendment to its certificate of incorporation, it is prohibited from engaging in certain business combinations with an "interested shareholder" for three years following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or a group who or which owns or owned 15% or more of the target's outstanding voting share within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of any acquisition transaction with the target's board of directors.

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 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 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. with Interested Shareholders . The Delaware General Corporation Law contains a business combination statute applicable to Delaware corporations whereby, unless the corporation has specifically elected not to be governed by such statute by amendment to its certificate of incorporation, it is prohibited from engaging in certain business combinations with an "interested shareholder" for three years following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or a group who or which owns or owned 15% or more of the target's outstanding voting share within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of any acquisition transaction with the target's board of directors.

29 unchanged paragraphs

The placement agent may engage sub-agents or selected dealers to assist with this offering.

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 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.

Placement agent commissions

Proceeds, before expenses,

have agreed to pay to the placement agent commissions equal to 7% of the aggregate gross proceeds raised in this offering. We have agreed to pay to the placement agent by deduction from the net proceeds of this offering a non-accountable expense allowance equal to 1% of the gross proceeds raised in this offering for its non-accountable expenses.

have also agreed to pay or reimburse the placement agent up to $150,000 for its actual and accountable out-of-pocket expenses related to the offering, including any fees and disbursements of the placement agent's U.S. and local legal counsels, third-party expenses, and travel and communications costs in connection with the offering.

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 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.

Company, our directors, executive officers, and beneficial owners of 5% or more of our outstanding Class A Ordinary Shares have entered into lock-up agreements. Under these agreements, these parties have agreed, subject to specified exceptions, not to offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of any Class A Ordinary Shares or Class B Ordinary Shares or securities convertible into, or exchangeable or exercisable for, our Class A Ordinary Shares or Class B Ordinary Shares for 90 days from the closing date (as defined in Securities Purchase Agreement) without the prior consent of the placement agent.

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.

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.

placement agent may be deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act and any fees received by it and any profit realized on the sale of the securities by it while acting as principal might be deemed to be underwriting commissions under the Securities Act. The placement agent will be required to comply with the requirements of the Securities Act and the Exchange Act including, without limitation, Rule 10b-5 and Regulation M under the Exchange Act. These rules and regulations may limit the timing of purchases and sales of the securities by the placement agent. Under these rules and regulations, the placement agent may not (i) engage in any stabilization activity in connection with our securities; and (ii) bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities, other than as permitted under the Exchange Act, until they have completed their participation in the distribution.

time to time, the placement agent may provide, various advisory, investment, and commercial banking and other services to us in the ordinary course of business, for which it may receive customary fees and commissions. However, except as disclosed in this prospectus, we have no present arrangements with the placement agent for any services.

have agreed to indemnify the placement agent against certain liabilities, including liabilities under the Securities Act. If we are unable to provide this indemnification, we will contribute to payments that the placement agent may be required to make for these liabilities.

action may be taken in any jurisdiction other than the United States that would permit a public offering of the Securities or the possession, circulation, or distribution of this prospectus in any jurisdiction where action for that purpose is required. Accordingly, our securities may not be offered or sold, directly or indirectly, and neither the prospectus nor any other offering material or advertisements in connection with our securities may be distributed or published in or from any country or jurisdiction except under circumstances that will result in compliance with any applicable laws, rules, and regulations of any such country or jurisdiction.

to Prospective Investors in the Cayman Islands

prospectus does not constitute a public offer of our securities, whether by way of sale or subscription, in the Cayman Islands. Class A Ordinary Shares have not been offered or sold, and will not be offered or sold, directly or indirectly, in the Cayman Islands.

to Prospective Investors in Hong Kong

contents of this prospectus have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice.

Please note that (i) our shares may not be offered or sold in Hong Kong, by means of this prospectus or any document other than to "professional investors" within the meaning of Part I of Schedule 1 of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) (SFO) and any rules made thereunder, or in other circumstances which do not result in the document being a "prospectus" within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap.32, Laws of Hong Kong) (CO) or which do not constitute an offer or invitation to the public for the purpose of the CO or the SFO, and (ii) no advertisement, invitation or document relating to our shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the shares which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" within the meaning of the SFO and any rules made thereunder.

to Prospective Investors in the People's Republic of China

prospectus may not be circulated or distributed in the PRC and the shares may not be offered or sold, and will not offer or sell to any person for re-offering or resale directly or indirectly to any resident of the PRC except pursuant to applicable laws, rules and regulations of the PRC. For the purpose of this paragraph only, the PRC does not include Taiwan and the special administrative regions of Hong Kong and Macau.

to Prospective Investors in Taiwan, the Republic of China

Class A ordinary shares have not been and will not be registered with the Financial Supervisory Commission of Taiwan, the Republic of China, pursuant to relevant securities laws and regulations and may not be offered or sold in Taiwan through a public offering or in any manner which would constitute an offer within the meaning of the Securities and Exchange Act of Taiwan or would otherwise require registration with or the approval of the Financial Supervisory Commission of Taiwan.

to Prospective Investors in Canada

legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult with a legal advisor.

to section 3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering. Our securities may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of our securities must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

to Prospective Investors in the United Kingdom

prospectus is only being distributed to and is only directed at persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 within, and/or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling with Article 49(2)(a) to (d) (all such persons together being referred to as "relevant persons").

prospectus and its contents are confidential and should not be distributed, published, or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom who is not a relevant person should not act or rely on this prospectus or any of its contents.

to Prospective Investors in Singapore

prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of our securities may not be circulated or distributed, nor may our securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act 2001 (the "SFA")) pursuant to Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA (where applicable) and Regulation 3 of the Securities and Futures (Classes of Investors) Regulations 2018 of Singapore, and in accordance with the conditions specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities or securities-based derivatives contracts (each term as defined in Section 2(1) of the SFA) of that corporation or the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the shares pursuant to an offer made under Section 275 of the SFA except:

an institutional investor or to a relevant person, or to any person arising from an offer referred to in Section 275(1A) or Section (2) where no consideration is or will be given for the transfer;

the transfer is by operation of law;

specified in Section 276(7) of the SFA; or

specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018 of Singapore.

and 23 more changes in the filing

Plan of distribution 78 changes

EXPENSES RELATING TO THIS OFFERING

WHERE YOU CAN FIND ADDITIONAL INFORMATION

INDEX TO FINANCIAL STATEMENTS

should rely only on the information contained in this prospectus or any prospectus supplement or amendment. Neither we, nor the placement agent, have authorized any other person to provide you with information that is different from, or adds to, that contained in this prospectus.

If anyone provides you with different or inconsistent information, you should not rely on it. Neither we nor the placement agent take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. You should assume that the information contained in this prospectus or any free writing prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our securities. Our business, financial condition, results of operations and prospects may have changed since that date. We are not making an offer of any securities in any jurisdiction in which such offer is unlawful.

action is being taken in any jurisdiction outside the United States to permit a public offering of our securities or possession or distribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this public offering and the distribution of this prospectus applicable to that jurisdiction.

we nor the placement agent have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by us or on our behalf or to which we have referred you. We take no responsibility for and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell the Class A Ordinary Shares (or the Pre-Funded Warrants in lieu thereof) and the Warrants offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or to any person to whom it is not permitted to make such offer or sale. For the avoidance of doubt, no offer or invitation to subscribe for the Class A Ordinary Shares (or the Pre-Funded Warrants in lieu thereof), or the Warrants is made to the public in the Cayman Islands. The information contained in this prospectus is current only as of the date on the front cover of the prospectus. Our business, financial condition, results of operations, and prospects may have changed since that date.

we nor the placement agent have taken any action to permit this offering of the Class A Ordinary Shares (or the Pre-Funded Warrants in lieu thereof) and the Warrants outside the United States or to permit the possession or distribution of this prospectus or any filed free-writing prospectus outside the United States. Persons outside the United States who come into possession of this prospectus or any filed free writing prospectus must inform themselves about, and observe any restrictions relating to, the offering of the Class A Ordinary Shares (or the Pre-Funded Warrants in lieu thereof) and the Warrants.

THAT APPLY TO THIS PROSPECTUS

otherwise indicated or the context otherwise requires, all references in this prospectus to the terms the "Company", "we", "us", "our" and "our Group" or their grammatical variations is a reference to Fitness Champs Holdings Limited, the Cayman Islands entity that will issue the Class A Ordinary Shares being offered and/or any of our subsidiaries, where applicable.

this prospectus, we use a number of key terms and provide a number of key performance indicators used by management. Unless the context otherwise requires, the following definitions apply throughout where the context so admits:

and Restated Memorandum and Articles of Association"

second amended and restated memorandum and articles of association of our Company adopted on January 23, 2026 and as supplemented, amended or otherwise modified from time to time and as in place at the time of this offering. A copy of the Amended and Restated Memorandum and Articles of Association is filed as Exhibit 3.1 to our Registration Statement of which this prospectus forms a part "Big Treasure" :

Treasure Investments Limited, a company incorporated in the BVI and wholly-owned by Ms. Lee "Biostar" :

Developments Limited, a company incorporated in the BVI and wholly-owned by Ms. Yau Ying Ying, an Independent Third Party.

board of directors of our Company

to a placement agency agreement, dated [●], 2026, we have engaged Univest Securities, LLC to act as our sole placement agent in connection with this offering. The placement agent is not purchasing or selling any of our securities, nor is it required to arrange for the purchase and sale of any specific number or dollar amount of such securities, other than to use their "reasonable best efforts," to arrange for the sale of such securities by us. The terms of this offering are subject to market conditions and negotiations between us, the placement agent, and prospective investors. The placement agency agreement does not give rise to any commitment by the placement agent to purchase any of our securities, and the placement agent will have no authority to bind us by virtue of the placement agency agreement. Further, the placement agent does not guarantee that it will be able to raise new capital in any prospective offering.

The placement agent may engage sub-agents or selected dealers to assist with this offering.

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 [●], 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 14,000,000 Class A Ordinary Shares, or, in lieu thereof, 14,000,000 Pre-Funded Warrants, 14,000,000 Warrants which may result in the issuance of up to 210,000,000 Class A Ordinary Shares upon exercise of the Warrants at a zero exercise price being offered pursuant to this prospectus against payment in U.S. dollars will be made on or about [●], 2026.

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

Public offering price

Placement agent commissions

Proceeds, before expenses, to us

have agreed to pay to the placement agent commissions equal to 7% of the aggregate gross proceeds raised in this offering. We have agreed to pay to the placement agent by deduction from the net proceeds of this offering a non-accountable expense allowance equal to 1% of the gross proceeds raised in this offering for its non-accountable expenses.

have also agreed to pay or reimburse the placement agent up to $150,000 for its actual and accountable out-of-pocket expenses related to the offering, including any fees and disbursements of the placement agent's U.S. and local legal counsels, third-party expenses, and travel and communications costs in connection with the offering.

estimate the total expenses payable by us for this offering to be approximately US$1.40 million, which amount includes (i) a placement agent's commissions of US$980,000; (ii) the placement agent's non-accountable expense allowance in the amount of US$140,000 in connection with this offering; and (iii) other estimated expenses of approximately US$281,000 which include legal, accounting, printing costs, and various fees associated with the offering of our Class A Ordinary Shares.

Company, our directors, executive officers, and beneficial owners of 5% or more of our outstanding Class A Ordinary Shares have entered into lock-up agreements. Under these agreements, these parties have agreed, subject to specified exceptions, not to offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of any Class A Ordinary Shares or Class B Ordinary Shares or securities convertible into, or exchangeable or exercisable for, our Class A Ordinary Shares or Class B Ordinary Shares for 90 days from the closing date (as defined in Securities Purchase Agreement) without the prior consent of the placement agent.

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. 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.

and 49 more changes in the filing

Description of the securities 346 changes

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2 unchanged paragraphs

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and 346 more changes in the filing

Notes to the financial statements 74 changes

and 74 more changes in the filing

Note 1: BUSINESS OVERVIEW AND BASIS OF PRESENTATION 25 changes

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and 25 more changes in the filing

Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 39 changes

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8 unchanged paragraphs

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and 39 more changes in the filing

Note 3: DISAGGREGATION OF REVENUE 3 changes

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and 3 more changes in the filing

Note 4: ACCOUNTS RECEIVABLE 2 changes

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and 2 more changes in the filing

Note 5: DEPOSITS, PREPAYMENTS AND OTHER RECEIVABLES 8 changes

and 8 more changes in the filing

Note 6: PROPERTY AND EQUIPMENT, NET 6 changes

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and 6 more changes in the filing

Note 7: INTANGIBLE ASSETS 3 changes

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and 3 more changes in the filing

Note 8: RIGHT-OF-USE ASSET AND OPERATING LEASE LIABILITIES 4 changes

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and 4 more changes in the filing

Note 9: ACCOUNTS PAYABLES AND ACCRUED LIABILITIES 4 changes

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and 4 more changes in the filing

Note 10: BANK BORROWINGS 3 changes

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and 3 more changes in the filing

Note 11: AMOUNT DUE TO DIRECTOR 6 changes

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and 6 more changes in the filing

Note 12: SHAREHOLDERS' EQUITY 18 changes

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and 18 more changes in the filing

Note 13: REVENUES BY SEGMENT 10 changes

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and 10 more changes in the filing

Note 14: INCOME TAX EXPENSE 21 changes

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and 21 more changes in the filing

Note 15: RELATED PARTY TRANSACTIONS 13 changes

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and 13 more changes in the filing

Note 16: CONCENTRATIONS OF RISK 4 changes

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and 4 more changes in the filing

Note 17: COMMITMENTS AND CONTINGENCIES 6 changes

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and 6 more changes in the filing

Note 18: SUBSEQUENT EVENTS 7 changes

and 7 more changes in the filing

Exhibits 33 changes

and 33 more changes in the filing