Welcome to our dedicated page for FITNESS CHAMPS HLDGS SEC filings (Ticker: FCHL), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Fitness Champs Holdings Limited's SEC filings document foreign-private-issuer current reports for a Singapore aquatic sports education business and its Nasdaq-listed ordinary shares. The filings include Form 6-K disclosures on extraordinary general meetings, proxy materials, shareholder voting results, share consolidations, share re-designations and re-classifications, authorized share capital, Class A ordinary shares, Class B ordinary shares, preferred shares, and Nasdaq minimum-bid-price compliance matters.
These records also describe the company's operating context, including swimming lessons for children and adults and aquatic sports classes, while formal capital-structure disclosures track changes affecting voting rights, issued shares, fractional-share treatment and continued-listing matters.
Fitness Champs Holdings Limited filed Amendment No. 2 to its Form 20‑F to add its Compensation Recoupment Policy as new Exhibit 97.1. The company states that, aside from including this policy and updated certifications under Sections 302 and 906 of the Sarbanes‑Oxley Act, no other disclosures from the existing annual report have been changed.
As context, the company reports that as of December 31, 2025, after share re‑designation and reverse share splits, it had 18,427.00 Class A ordinary shares and 19,350.78 Class B ordinary shares outstanding, an aggregate of 37,777.78 ordinary shares. It also reports that as of June 11, 2026, it had 1,299,391 Class A ordinary shares and 19,351 Class B ordinary shares outstanding, an aggregate of 1,318,742 ordinary shares.
Fitness Champs Holdings Limited has called an Extraordinary General Meeting on June 29, 2026 to seek shareholder approval for several major capital structure changes. Holders of Class A and Class B ordinary shares on the June 9, 2026 record date may vote.
The company proposes increasing authorized Class A Ordinary Shares to 10,177,777,777.78 while keeping authorized Class B and Preferred Shares unchanged, and updating its memorandum and articles of association accordingly. It is also asking shareholders to authorize the board to implement one or more share consolidations (reverse splits) within a range of 2-for-1 to 500-for-1 over the following year.
The stated goal of the share consolidation authority is to help maintain compliance with Nasdaq’s US$1.00 minimum bid price requirement. CEO Joyce Lee holds 19,351 Class B Ordinary Shares, representing about 42.68% of voting rights as of the record date, and intends to vote in favor of all proposals.
Fitness Champs Holdings Limited reported that it received a Nasdaq notice on May 26, 2026 stating it was not in compliance with Nasdaq Listing Rule 5550(b)(1). The company’s stockholders’ equity was $598,490 as of December 31, 2025, below the required $2,500,000 minimum.
The company does not currently meet alternative standards based on market value of listed securities or net income from continuing operations. Fitness Champs believes that proceeds from a financing completed in May 2026 have restored compliance, but Nasdaq must review and confirm this.
The notice has no immediate impact on trading of its ordinary shares on the Nasdaq Capital Market. Fitness Champs has 45 days, until July 10, 2026, to submit evidence of compliance or a plan to regain compliance and may receive up to 180 days from May 26, 2026 to show it meets the listing rule.
Fitness Champs Holdings Limited filed Amendment No. 1 to its Form 20-F to correct disclosures about its share capital and ownership. The amendment updates corporate structure and principal shareholder information so that share counts reflect the situation at the time of filing rather than December 31, 2025.
As of May 22, 2026, the company had 1,318,742 ordinary shares outstanding, comprising 1,299,391 Class A ordinary shares with one vote per share and 19,351 Class B ordinary shares with 50 votes per share. Big Treasure, wholly owned by CEO Joyce Lee Jue Hui, beneficially owns all 19,351 Class B shares, representing 42.68% of the ordinary shares.
Fitness Champs Holdings Limited reports a 2025 net loss after prior-year profits. Revenue for the year ended December 31, 2025 was S$4.150 million (US$3.232 million), down slightly from S$4.216 million in 2024, while cost of revenue rose to S$3.015 million, compressing margins.
Operating expenses increased to S$2.607 million, driving a loss from operations of S$1.472 million and a net loss of S$1.365 million (US$1.063 million), versus net income of S$172,000 in 2024. About 41% of 2025 revenue came from Singapore government school contracts under the SwimSafer program, with the remainder from private lessons and related aquatic services.
The company highlights heavy dependence on regulatory approvals and contract renewals in Singapore, exposure to safety, weather and data-security risks, and the need to strengthen U.S. public-company controls. It also discloses prior Nasdaq bid-price deficiencies and notes that further listing non-compliance could impair liquidity and access to capital.
Fitness Champs Holdings Ltd major shareholder HRT Financial LP reported an open-market sale of 23,662 Class A Shares on May 4, 2026 at an average price of $2.943 per share. After this transaction, HRT Financial LP reported owning 0 Class A Shares, indicating a full exit of its direct position.
Fitness Champs Holdings Ltd major shareholder HRT Financial LP reported two open-market purchases of Class A Shares. It bought 176,938 shares at $0.11 on April 30, 2026 and 3,887 shares at $0.087 on May 1, 2026, adding 180,825 shares in total. After these trades, HRT Financial LP directly holds 601,742 Class A Shares of Fitness Champs.
HRT Financial LP, a ten percent owner of Fitness Champs Holdings Ltd, reported mixed trading in the company’s Class A Shares. On April 28, it made an open-market purchase of 239,692 shares at $0.149 per share. On April 29, it executed an open-market sale of 63,656 shares at $0.138 per share. After these transactions, HRT Financial LP directly held 420,917 Class A Shares, reflecting a disclosed net-buy position of 176,036 shares across the two days.
Fitness Champs Holdings Ltd received an initial ownership report from HRT FINANCIAL LP, which filed as a ten percent owner. The filing lists direct beneficial ownership of 484,573 Class A Shares after the reported entry, with no specific buy or sell transaction indicated.
Fitness Champs Holdings Limited is implementing a 30-for-1 share consolidation of its authorized, issued, and outstanding shares, effective with trading on May 4, 2026, to help ensure compliance with Nasdaq Marketplace Rule 5550(a)(2).
Each 30 ordinary shares will automatically combine into one share, reducing issued and outstanding Class A ordinary shares from 36,950,899 to approximately 1,231,697 and Class B ordinary shares from 580,524 to approximately 19,351, subject to rounding. No fractional shares will be issued; shareholders will receive one whole share in lieu of any fractional entitlement. The Class A ordinary shares will continue trading on the Nasdaq Capital Market under the symbol “FCHL” on a split-adjusted basis, with a new CUSIP G3580P307.