Fitness Champs Holdings: securities offering

Cover page 32 changes

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.

As filed with the Securities

and Exchange Commission on November 3, 2026.

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Class A Ordinary Share (each, a "Warrant"). We are offering the Units at the assumed initial public offering price of $1.00 per Unit (the "Offering"). We are also registering up to 14,000,000 Class A Ordinary Shares underlying the Pre-Funded Warrants and

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

Warrants and 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 [●],

Class A Ordinary Share and will be exercisable beginning on the Initial Exercise Date and ending six months from the Initial

Exercise Date. The public offering price per Unit in the Offering will be determined through negotiations between us, the placement agent and prospective investors, and is expected to be based on the latest market price of our

Class A Ordinary Shares prior to the pricing of the Offering. The last reported sale price of our Class A Ordinary Shares on The

Nasdaq Capital Market on November 2, 2026 was $[●] $1.00 per Class A Ordinary Share.

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Warrant will equal $0.00225 per share. The Pre-Funded Warrants will be immediately exercisable (subject to the beneficial ownership limitation)

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 Unit including a Pre-Funded Warrant will be equal to the price per share Unit minus $0.00225, and the remaining exercise price of each Pre-Funded Warrant will equal $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.

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.

Shares we are offering will be decreased on a one-for-one basis.

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

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 the final 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 execution of this prospectus the Purchase Agreement (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

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

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.

Impact of the Zero Exercise Price Option on Existing Shareholders. Under the zero exercise price option, a holder of a Warrant may receive up to fifteen (15) Class A Ordinary Shares for each Warrant without paying any exercise price to us, if the Low Price decreases to and equals the Floor Price at the time of such election (assuming the public offering price per Unit equals the closing price used to determine the Floor Price). While 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. If all 14,000,000 Warrants are exercised under the zero exercise price option at the Floor Price, we would issue an aggregate of 210,000,000 Class A Ordinary Shares for no additional consideration. That would be approximately 13.7 times the 15,299,391 Class A Ordinary Shares outstanding immediately after this offering (assuming no exercise of the Warrants) and approximately

161.6 times the 1,299,391 Class A Ordinary Shares outstanding before this offering. As a result, the Class A Ordinary Shares and Class

B Ordinary Shares held by our existing shareholders, which would represent approximately 8.6% of our total outstanding ordinary shares immediately after this offering (assuming no exercise of the Warrants), would represent approximately 0.6% of our total outstanding ordinary shares if all Warrants were exercised under the zero exercise price option at the Floor Price. In addition, existing shareholders would experience an immediate decrease in net tangible book value of approximately US$1.49 per share, and investors in this offering would experience immediate dilution of approximately US$0.94 per share. Issuing this many shares for no additional consideration will cause substantial dilution to existing shareholders and is likely to put significant downward pressure on the trading price of our Class A

Ordinary Shares. See "Risk Factors - Risks Related to Our Securities and This Offering" and "Dilution."

Class A Ordinary Shares are listed on The Nasdaq Capital Market under the symbol "FCHL." The last reported sale price of our Class A Ordinary Shares on The Nasdaq Capital Market on November 2, 2026 was $1.00 per Class A Ordinary Share.

There is no established public trading market for the Pre-Funded Warrants or the Warrants, and we do not intend to list the Pre-Funded

Warrants or the Warrants on any national securities exchange or trading system. Without a trading market, the liquidity of the Pre-Funded

Warrants and the Warrants will be limited. We are also registering the Class A Ordinary Shares issuable upon exercise of the Pre-Funded

Warrants and the Warrants and anticipate that such Class A Ordinary Shares will trade on The Nasdaq Capital Market.

have engaged Univest Securities, LLC to act as our exclusive placement agent in connection with this offering (the "placement agent"). The placement agent has agreed to use its best efforts to arrange for the sale of the securities offered by this prospectus. The placement agent is not purchasing or selling any of the securities we are offering and the placement agent is not required to arrange the purchase or sale of any specific number or dollar amount of securities. We have agreed to pay to the placement agent the placement agent fees set forth in the table below, which assumes that we sell all of the securities offered by this prospectus. There is no arrangement for funds to be received in escrow, trust or similar arrangement. There is no minimum offering requirement as a condition of closing of this offering. Because there is no minimum offering amount required as a condition to closing this offering, we may sell fewer than all of the securities offered hereby, which may significantly reduce the amount of proceeds received by us, and investors in this offering will not receive a refund in the event that we do not sell an amount of securities sufficient to pursue our business goals described in this prospectus. See " Risk Factors " on page 19 of this prospectus. We will bear all costs associated with the offering. See " Plan of Distribution " on page 95 75 of this prospectus for more information regarding these arrangements.

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for the sale of the Units to the investors. We expect an initial closing to occur on or about [●], no later than December 15, 2026, but this Offering will be terminated by [●], December 30, 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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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 US$281,000. For more information about the compensation to be received by the placement agent, see " Plan of Distribution ." US$150,000.

For more information about the compensation to be received by the placement agent, see " Plan of Distribution ."

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The offering 5 changes

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Warrants will become exercisable beginning on the Initial Exercise Date at an initial exercise price of $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 the final 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 execution of this prospectus the Purchase Agreement (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 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.

As an example, 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 will expire six months from the Initial Exercise Date.

See " Description of Securities - Warrants "

are also registering the issuance of up to 210,000,000 Class A Ordinary Shares underlying the Warrants.

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To the extent Pre-Funded Warrants are sold, the number of Class A Ordinary Shares sold in this offering will be reduced on a one-for-one basis.

Use of proceeds 1 change

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initial public offering price per Unit in the Offering will be determined by us based on through negotiations with between us, the placement agent on behalf of the and prospective investors, in the Offering, which will and is expected to be mainly based mainly on the latest market price of our Class A Ordinary Shares prior to the pricing of the Offering. The last reported sale price of our Class A Ordinary Shares on The Nasdaq Capital Market on [●], November 2, 2026 was $[●] $1.00 per Class A Ordinary Share.

Risk factors 20 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 68 48 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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"Fitness Champs" brand is instrumental to the success of our business. As of June 2026, we have certified registered a total over 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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While the Warrants are outstanding, Section 5(a) of the Warrant also requires the Company to effect a reverse share split before any delisting becomes effective if the Company receives a Nasdaq minimum bid price deficiency notice.

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currently expect to effect a 1-for-2 share consolidation reverse stock split of our outstanding issued and unissued ordinary shares, subject to shareholder approval at our annual general meeting scheduled for November 12, 2026, followed by a ratio that is further 1-for-100 share consolidation after the closing of this offering, subject to be determined but could the conditions described under "Description of Share Capital." If both consolidations are implemented, every 200 ordinary shares outstanding before the consolidations would be as high as 1 combined into one ordinary share, equivalent to 250. a 1-for-200 consolidation in total. 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, Company, 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.

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We are conducting this offering to raise

capital, and the terms of this offering may adversely affect our ability to maintain compliance with the Nasdaq continued listing requirements.

We anticipate entering into the form of securities

purchase agreement with the purchasers in this offering (the "Securities Purchase Agreement"), which is filed as Exhibit 10.9 to the registration statement of which this prospectus forms a part. : We entered into the Securities Purchase Agreement and are conducting this offering primarily to raise capital for the purposes described under "Use of Proceeds,". Although the net proceeds of this offering will increase our stockholders' equity, we cannot assure you that this offering will enable us to regain compliance with the stockholders' equity requirement of Nasdaq Listing Rule 5550(b)(1), and the terms of this offering may make it more difficult for us to maintain compliance with other Nasdaq continued listing requirements. In addition, issuing up to 210,000,000 Class A Ordinary Shares under the zero exercise price option of the Warrants, and the resale of those shares, may put significant downward pressure on the trading price of our Class A Ordinary Shares. This could cause us to fall below the Minimum Bid Price Requirement or require additional reverse share splits, and could lead Nasdaq to delist our Class A Ordinary Shares or halt trading in them, including under its discretionary authority under Nasdaq Listing Rule 5101. See "Plan of Distribution - Securities Purchase Agreement" for a description of the material terms of the Securities Purchase Agreement.

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

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, 14, 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.

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

unit offered in this offering includes a Warrant with an initial exercise price of $1.70 per Class A Ordinary Share. Each Warrant also includes a zero exercise price option that allows the holder to purchase receive up to fifteen (15) shares of Class A Ordinary Shares at an per Warrant without paying any exercise price, of $0.00. Because these warrants have no exercise if the Low Price decreases to and equals the Floor Price. Because Warrant holders can acquire shares immediately upon through the zero exercise price option without paying any additional consideration anything beyond the purchase price of the Units, this structure will result in significant dilution to our existing stockholders shareholders if and when the Warrants are exercised.

included in this offering are exercised pursuant to the zero exercise price option at the Floor Price, we would issue up to an additional 210,000,000 Class A Ordinary Shares for no additional consideration. As a result, the ownership interest of our existing shareholders would be further reduced to approximately 0.6% of our outstanding ordinary shares. Under this scenario, existing shareholders would experience a total decrease in net tangible book value of approximately US$1.49 per share, representing an additional decrease of approximately US$0.90 per share compared with the no-exercise scenario.

The reset feature of the

Warrants may significantly increase dilution. The number of Class A Ordinary Shares issuable under the zero exercise price option rises as the Low Price, which is based on the lowest VWAP over the five trading days before exercise, falls toward the Floor Price. As a result, a declining trading price will increase the number of shares issuable for each Warrant, up to fifteen (15) shares per Warrant at the Floor Price. The issuance and resale of those shares may in turn push the trading price, and therefore the Low Price, down further. Resets toward the Floor Price may therefore amplify the dilutive impact of the Warrants and cause continuous downward pressure on the trading price of our Class A Ordinary Shares. In addition, the Floor Price is subject to adjustment for share dividends, share splits, share combinations, reclassifications and similar transactions. Any adjustment of the Floor Price in connection with the share consolidation we intend to effect after this offering could further increase the number of Class A Ordinary Shares issuable upon exercise of the Warrants and the resulting dilution. Holders may also sell shares received upon exercise at prices below the then-current market price, which could cause further declines in the trading price, make it harder for us to meet the Minimum Bid Price Requirement, and impair our ability to raise capital in the future.

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of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (other than the Amended and Restated Memorandum and Articles of Association, the register of mortgages and charges and any special resolutions passed by shareholders) or to obtain copies of lists of shareholders of these companies. Our Directors are not required under our Amended and Restated Memorandum and Articles of Association to make our corporate records available for inspection by our shareholders, however our Amended and Restated Memorandum and Articles of Association provide that the register of members shall be open to inspection for such times and on such days as the Board shall determine by Members without charge. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder resolution or to solicit proxies from other shareholders in connection with a proxy contest.

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introduced economic substance legislation of the Cayman Islands may impact us or our operations.

Cayman Islands, together with several other non-European Union jurisdictions, have recently introduced legislation aimed at addressing concerns raised by the Council of the European Union as to offshore structures engaged in certain activities which attract profits without real economic activity. Effective January 1, 2019, the International Tax Co-operation (Economic Substance) Act (as amended) (the "Substance Law") and issued Regulations and Guidance Notes came into force in the Cayman Islands introducing certain economic substance requirements for "relevant entities" which are engaged in certain "relevant activities," which in the case of exempted companies incorporated before January 1, 2019, will apply in respect of fiscal years commencing July 1, 2019, onwards. A "relevant entity" includes an exempted company incorporated in the Cayman Islands; however, it does not include an entity that is tax resident outside the Cayman Islands. Accordingly, for so long as we are a tax resident outside the Cayman Islands, we are not required to satisfy the economic substance test under the Substance Law. Although it is presently anticipated that the Substance Law will have little material impact on us or our operations, as the legislation is new and remains subject to further clarification and interpretation it is not currently possible to ascertain the precise impact of these legislative changes on us.

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are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.

In addition, all of our current Directors and Executive Officers are nationals and residents of countries other than the United States and substantially all of the assets of these persons are located outside the United States. Service of court documents on a Cayman Islands company can be effected by serving the documents at the company's registered office and it may be is possible to enforce foreign judgments in the Cayman Islands against a Cayman Islands company, subject to some exceptions. However, if investors wish to serve documents on and/or enforce foreign judgments against our Directors and Executive Officers, they will need to ensure that they comply with the rules of the jurisdiction where our Directors and Executive Officers are located. As a result, it may be difficult for a shareholder to effect service of process within the United States upon these persons or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and Singapore may render you unable to enforce a judgment against our assets or the assets of our Directors and Executive Officers. For more information regarding the relevant laws of the Cayman Islands, see "Enforcement "Enforceability of Civil Liabilities." As a result of all of the above, our shareholders may have more difficulties in protecting their interests through actions against us or our Executive Officers, Directors or major shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States, depending on where our Directors and Executive Officers are located. an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.

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Capitalization 4 changes

following table sets forth our capitalization as of December 31, 2025 June 30, 2026 (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) (ii) the full repayment of the US$310,000 US$303,000 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;

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read this table in conjunction with our "Supplemental Financial Information Relating to the Six Months Ended June 30, 2026" and "Unaudited Interim Condensed Consolidated Financial Statements for the Six Months Ended June 30, 2026" attached as exhibits 99.1 and 99.2, respectively, to our Report on Form 6-K/A filed on October 26, 2026 and incorporated by reference herein.

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 1,299,391 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 (3,667 ) (1,060 (3,667 ) (1,060 (3,667 ) Translation reserve (6 (2 ) (6 (2 ) (6 (2 ) Total Shareholders' Equity 4,827 17,42 6 2,136 2,136 14,735 Indebtedness Bank loans Related parties' loans - - Total Indebtedness Total

Dilution 13 changes

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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.

net tangible book value as of June 30, 2026, was approximately US$1.55 per ordinary share. After giving pro forma effect to the subsequent property acquisition and repayment of an existing commercial property loan, as described under "Capitalization," our as-adjusted net tangible book value would remain approximately US$1.55 per ordinary share, as these transactions do not affect our net tangible assets.

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taking into account any other changes in the as adjusted net tangible book value after December 31, 2025, June 30, 2026, other than to give effect to the issuance and sale of 14,000,000 Class A Ordinary Shares offered in this offering at the offering price of $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$17.37 US$14.64 million would have been approximately US$1.13 US$0.96 per ordinary share. This represents an immediate decrease in net tangible book value of US$2.49 US$0.59 per ordinary share to existing shareholders, and an immediate accretion dilution of US$0.13 US$0.04 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 US$14.64 million would have been approximately US$0.08 US$0.06 per ordinary share. This represents an immediate decrease in net tangible book value of US$3.54 US$1.49 per ordinary share to existing shareholders, and an immediate dilution of US$0.92 US$0.94 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

No Exercise of Warrants US$ (1)

Assuming Full Exercise of Warrants

Assumed initial public offering price per Share Unit

Historical net tangible book value per Share as of December 31, 2025 June 30, 2026

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Decrease in as adjusted net tangible book value per Share attributable to the investors (10.70 - (10.70 - As adjusted pro forma net tangible book value per Share after giving effect to this offering 1.13 0.08 0.96 0.06 Decrease in as adjusted pro forma net tangible book value per Share attributable to the investors in this offering (2.49 (0.59 ) (3.54 (1.49 ) (Accretion)/Dilution Dilution per Share to new investors participating in this offering (0.13 ) 0.92 (1) Assumes net proceeds of US$12,599,000 from this offering of 14,000,000 Class A Ordinary Shares at an assumed offering price of US$1.00 per Unit, calculated as follows: gross offering proceeds of US$14,000,000, less placement agent commissions of US$980,000, the non-accountable expense allowance of US$140,000, and offering expenses of approximately 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$0.92 US$0.94 in their ownership interest. This amount reflects the potential issuance of up to 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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Business 6 changes

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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, 14, 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.

The ultimate outcome of this litigation and its financial impact on the Company cannot be determined at this time.

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particular, Part IV of the EA sets out requirements for rest days, hours of work and other conditions of service for workmen who receive salaries not exceeding S$4,500 a month and employees (other than workmen) who receive salaries not exceeding S$2,500 a month. Section 38(8) of the EA provides that a relevant employee is not allowed to work for more than 12 hours in any one day except in specified circumstances, such as where the work is essential to the life of the community, defence defense or security. In addition, Section 38(5) of the EA limits the extent of overtime work that a relevant employee can perform to 72 hours a month.

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reasonable efforts to ensure that personal data collected is accurate and complete if the personal data is likely to be used to make a decision that affects the individual, or is likely to be disclosed to another organisation; organization;

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an individual's request, provide an individual with his personal data in the organisation's organization's possession and control, as well as information about the ways in which the personal data has been used or disclosed in the past year;

personal data by making reasonable security arrangements to prevent unauthorised unauthorized access, collection, use, disclosure, copying, modification, disposal or similar risks;

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Management 1 change

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September 2008 to February 2010, Mr. Liu was the platform system engineer of Defence Defense Science Technology Agency. From March 2010 to June 2011, he was the business financial manager of Standard Chartered Bank. From July 2011 to August 2013, he was the senior business financial manager of United Overseas Bank Limited. From September 2013 to November 2017, Mr. Liu served as the associate director of the global enterprise banking team of Overseas Chinese Banking Corporation Limited.

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Principal stockholders 12 changes

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On October 29, 2026, we furnished

a report on Form 6-K containing the notice of an annual general meeting of shareholders scheduled for November 12, 2026. At the meeting, shareholders will be asked to approve a consolidation of every 2 issued and unissued Class A Ordinary Shares, Class B Ordinary Shares and Preferred Shares into one share of the corresponding class, which would increase the par value of each share from US$0.00225 to US$0.0045.

Furthermore, shareholders will be asked to approve an additional share consolidation of every 100 issued and unissued Class A Ordinary Shares, Class B Ordinary Shares and Preferred Shares into one share of the corresponding class, which would further increase the par value of each share from US$0.0045 to US$0.45. The second consolidation is conditional upon (i) the completion of the first consolidation, (ii) our receipt of at least US$5,000,000 in aggregate gross offering proceeds by December 15, 2026, and (iii) the receipt of the applicable shareholder approval and compliance with applicable Nasdaq notification requirements. Each proposed share consolidation remains subject to the applicable approvals and conditions, and there can be no assurance that either proposed share consolidation will be effected.

As of the date of this prospectus,

the proposals have not been approved by our shareholders, and no consolidation pursuant to the proposals has become effective. Accordingly, the description of our current share capital above, and the share and per-share information in this prospectus, do not give effect to either proposed consolidation except as expressly indicated otherwise.

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the event of a winding up or dissolution of the Company, whether voluntary or involuntary or for the purpose of a reorganisation reorganization or otherwise or upon any distribution of capital, be entitled to the surplus assets of the Company; and (d) generally, be entitled to enjoy all of the rights attaching to shares.

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all times keep available for issue and free of all liens, charges, options, mortgages, pledges, claims, equities, encumbrances and other third-party rights of any nature, and not subject to any pre-emptive rights out of its authorised authorized but unissued share capital, such number of authorised authorized but unissued Class A Ordinary Shares as would enable all Class B Ordinary Shares to be converted into Class A Ordinary Shares and any other rights of conversion into, subscription for or exchange into Class A Ordinary Shares to be satisfied in full; and (2) not make any issue, grant or distribution or take any other action if the effect would be that on the conversion of the Class B Ordinary Shares to Class A Ordinary Shares it would be required to issue Class A Ordinary Shares at a price lower than the par value thereof.

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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 by shareholders entitled to the issued vote who attend and outstanding shares vote at a general 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.

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

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further information on the collection, use, disclosure, transfer or processing of your personal data or the exercise of any of the rights listed above, please contact us through our website at https://www.fitnesschamps.sg. or through phone number +65 6334 3831. 9061 4855.

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Our authorized share capital at such time was US$500,000 divided into 500,000,000 Ordinary Shares, par value of US$0.001 each.

Our authorized share capital is US$500,000 divided into 500,000,000 Ordinary Shares, par value of US$0.001 each. Following incorporation, one ordinary share was transferred to Ms. Lee for cash at par. Ms. Lee then transferred such one share to her wholly-owned company, Big Treasure, on June 19, 2024. On December 15, 2023, Fuji entered into an agreement with Ms. Lee to acquire 4.90% of the issued share capital of the proposed holding company of Fitness Champs and Fitness Aquatics for US$470,000. On June 19, 2024, Big Treasure, Easy Builder, Creative Path, Fuji, Biostar, and True Height subscribed for approximately 64.72%, 19.09%, 4.90%, 4.90%, 4.44% and 1.95% of the issued share capital of our Company respectively. On June 19, 2024, Big Treasure and Fuji transferred their entire equity interest in Northen Star to us. On September 5, 2025, we issued 2,000,000 Ordinary Shares in connection with our initial public offering On April 18, 2026, we closed a best efforts offering pursuant to which we issued 107,500 Class A Ordinary Shares and 107,500 warrants which contain a zero exercise price option resulting in the issuance of an additional 1,153,841 Class A Ordinary Shares.

Plan of distribution 4 changes

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We will deliver to the investors the

will deliver to the investors the Class A Ordinary Shares (or the Pre-Funded Warrants in lieu thereof) and the Warrants upon each closing and receipt of investor funds for the purchase of the securities offered pursuant to this prospectus. We intend to complete one may undertake an Initial Closing and one or more Additional Closings for the sale of this offering. the Units to the investors. We expect to hold the Initial Closing on [●], to occur no later than December 15, 2026. Any extensions or material changes to the terms of the this 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, and 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. The aggregate purchase price for Units purchased at the Initial Closing and any Additional Closings will not exceed $14 million.

Securities Purchase Agreement

will enter into a Securities Purchase Agreement directly with certain institutional investors that purchase securities in this offering, a form of which is filed as Exhibit 10.9 to the registration statement of which this prospectus forms a part. Under the Securities Purchase Agreement, the investors will agree to purchase, and we will agree to sell, Units at the Per Unit Purchase Price (currently $1.00 per Unit in the Securities Purchase Agreement; this prospectus assumes $1.00 per Unit), with each Unit consisting of one Class A Ordinary Share or, at the Purchaser's election, one Pre-Funded Warrant in lieu thereof, and one Warrant. The aggregate purchase price for Units purchased at the Initial Closing and any Additional Closings will not exceed $14 million. Each Purchaser will have the right to purchase up to [●]% of its Initial Closing Subscription Amount during the [●] calendar-day period following the Initial Closing, at the Per Unit Purchase Price. The Beneficial Ownership Limitation will be 4.99% or, at the election of a Purchaser, 9.99%; a Purchaser may elect Pre-Funded Warrants in lieu of Class A Ordinary Shares, with an exercise price of $0.00225 per share. During the period from signing through 90 days after the Closing Date, we will not issue, agree to issue or announce the issuance of Ordinary Shares or Ordinary Share Equivalents, or file a registration statement or amendment or supplement thereto, other than the Registration Statement, a registration statement on Form S-8, the Securities issued in the Offering and Exempt Issuances under Section 4.11(a). During the period from signing through 120 days after the Closing Date, we will not effect or enter into a Variable Rate Transaction, including an equity line of credit or an at-the-market offering, under Section 4.11(b). We must reserve sufficient Class A Ordinary Shares for the maximum number of shares issuable upon exercise of the Warrants, including alternative cashless or zero price exercise, and will use commercially reasonable efforts to maintain the listing of the Class A Ordinary Shares and Warrant Shares on the applicable Trading Markets. We will use the net proceeds for working capital and general corporate purposes and not to repay debt other than ordinary-course trade payables, redeem Ordinary Shares or Ordinary Share Equivalents, or settle outstanding litigation. The Company, its directors, officers and 5% shareholders will be subject to 90-day lock-ups. The Securities Purchase Agreement also provides for indemnification of the Purchasers and acknowledges that Purchasers may engage in hedging or short-sale activities after the transaction is announced, which may reduce the value of existing shareholders' equity interests. A Purchaser may terminate its obligations if the applicable Closing has not occurred within five Trading Days after signing. The Securities Purchase Agreement is governed by New York law, with exclusive jurisdiction in the state and federal courts sitting in New York City. The representations, warranties and covenants in the Securities Purchase Agreement were made solely for the benefit of its parties and should not be relied upon by other investors.

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Description of the securities 19 changes

are offering in a best-efforts offering the Units at the assumed public offering price of $1.00 per Unit. The initial public offering price per Unit in the Offering will be determined by us based on through negotiations with between us, the placement agent on behalf of the and prospective investors, in the Offering, which will and is expected to be based on the latest market price prior to the pricing of the Offering. The last reported sale price of our Class A Ordinary Shares on prior to the Nasdaq Capital Market on [●], 2026 was $[●] per Class A Ordinary Share. pricing of the Offering.

The last reported sale price of our Class A Ordinary Shares on The Nasdaq Capital Market on November 2, 2026 was $1.00 per Class A Ordinary Share.

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Warrant is exercisable at the option of the holder at any time on or after the issuance date until six month of the issuance date.

Warrant is exercisable at the option of the holder at any time on or after the Initial Exercise Date and until 5:00 p.m. (New York, New York time) on the six-month anniversary of the Initial Exercise Date, provided that if that date is not a Trading Day, the Termination Date will be the immediately following Trading Day.

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

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. The maximum number of Warrant Shares issuable under each Warrant, including upon alternative cashless exercise, will not exceed an amount equal to 90,000,000 divided by the number of Units actually sold under the Securities Purchase Agreement and multiplied by the number of Warrant Shares set forth on the cover page of that Warrant. The aggregate maximum number of Warrant Shares issuable upon exercise of all Warrants issued pursuant to the Securities Purchase Agreement and the registration statement, including upon alternative cashless exercise, will not exceed 210,000,000.

A holder of the Warrants may, at any

holder of the Warrants may, at any time and in its sole discretion, exercise its Warrants in whole or in part by means of a "zero exercise price" option in which the holder is entitled to receive a number of Class A Ordinary Shares equal to the product of (a) the number of Class A Ordinary Shares that would be issuable upon exercise of the Warrant in accordance with the terms of such Warrant if such exercise were by means of a cash exercise rather than a cashless exercise and (b) the quotient obtained by dividing (i) the exercise price minus the lowest VWAP of the Class A Ordinary Shares over the five 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 the final 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 execution of the Purchase Agreement, which price shall be appropriately adjusted for any share dividend, share split, share combination, reclassification or similar transaction. The exercise price is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting our Class A Ordinary Shares and also upon any distributions of assets, including cash, stock or other property to our shareholders.

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Warrants are redeemable by the Company in certain circumstances. Subject to certain exceptions, if (i) the daily volume weighted average trading price of the Class A Ordinary Shares of the Company exceeds 250% of the offering price for ten consecutive trading days and (ii) the average daily trading value of the Class A Ordinary Shares of the Company for such ten-trading day period exceeds $150,000, then we may upon 30 days' notice call for redemption of all or any portion of the Warrants that have not been exercised for consideration equal to $0.00225 [$0.0001] per Class A Ordinary Warrant Share.

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validity of the Class A Ordinary Shares offered in this offering and certain legal matters as to Cayman Islands law will be passed upon for us by Ogier. Certain legal matters as to Singapore law will be passed upon for us by Opal Lawyers LLC. TroyGould PC may rely upon Ogier (Cayman) LLP with respect to matters governed by Cayman Islands law and Opal Lawyers LLC with respect to matters governed by Singapore law.

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TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID 6732) Consolidated Balance Sheets as of December 31, 2024 and 2025 Consolidated Statements of Income and Comprehensive Income for the Years Ended December 31, 2023, 2024 and 2025 Consolidated Statements of Changes in Shareholders' Equity for the Years Ended December 31, 2023, 2024 and 2025 Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2024 and 2025

Except as otherwise described

in the 2025 Annual Report, as amended, in our reports of foreign private issuer on Form 6-K filed or furnished under the Exchange Act and incorporated by reference herein, and as disclosed in this prospectus or the applicable prospectus supplement, no reportable material changes have occurred since December 31, 2025.

OF CERTAIN INFORMATION BY REFERENCE

SEC allows us to "incorporate by reference" the information we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus and information we file later with the SEC will automatically update and supersede this information. The documents we are incorporating by reference as of their respective dates of filing are:

Annual Report on Form 20-F for the fiscal year ended December 31, 2025, filed with the SEC on May 15, 2026 , as first amended on May 22, 2026 , as further amended on June 12, 2026 .

Reports on Form 6-K furnished on June

27, 2026 , as amended on October

Undertakings 11 changes

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prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.

(ii) To reflect in the prospectus

any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Filing Fee table Tables" in the effective registration statement;

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(i) Each prospectus filed pursuant

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

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8. The undersigned registrant

hereby undertakes that:

(1) For purposes of determining

any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining

any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Exhibits 7 changes

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Third Amended and Restated Memorandum of Association and Form of Amended and Restated Articles of Association of the Registrant 4.1 Form of Pre-Funded Warrant 4.2 Form of Warrant 5.1 Opinion of Conyers Dill & Pearman Ogier regarding the validity of Class A Ordinary Shares 5.2 Opinion of TroyGould PC regarding the enforceability of Pre-Funded Warrants and the Warrants 10.1 Form of Employment Agreement between Fitness Champs Holdings Limited and Ms. Joyce Lee Jue Hui 10.2 Form of Employment Agreement between Fitness Champs Holdings Limited and Mr. Koh Yong Mong 10.3 Form of Independent Director Offer Letter 10.4 Tenancy Agreement between Fitness Champs Aquatics Pte. Ltd. and Semipin Pte. Ltd. dated December 5, 2025 10.5 Tenancy Agreement between Fitness Champs Aquatics Pte. Ltd. and Cleanico Management Pte Ltd dated October 16, 2025.

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Ministry of Education terms of contract dated November 21, 2019; and Letter of Acceptance dated August 24, 2020 and Notice to Exercise Option to extend term dated October 3, 2023 10.9 Form of Securities Purchase Agreement 14.1 Code of Ethics of the Registrant 21.1 List of Subsidiaries of the Registrant 23.1 Consent of OneStop Assurance PAC 23.2 Consent of Conyers Dill & Pearman Ogier (included in Exhibit 5.1) 23.3 Consent of TroyGould PC (included in Exhibit 5.2) 24.1 Form of Power of Attorney (included on signature pages) 99.1 Opinion of Opal Lawyers LLC, pertaining to matters as Singapore counsel Filing Fee Table * To be filed via amendment II- 4 SIGNATURES Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Singapore, on , November 3, 2026.

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/s/ Joyce Lee Jue Hui

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/s/ Joyce Lee Jue Hui

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/s/ Junting Liu, Jason

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to the Securities Act, the undersigned, the duly authorized representative in the United States of America, has signed this registration statement or amendment thereto in New York, NY, United States of America on , November 3, 2026.

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/s/ Colleen A. De Vries

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