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As filed with the Securities and Exchange Commission on March 24, 2026 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM F-1 Not Applicable Cayman Islands 7999-67 Not Applicable (Primary Standard Industrial Classification Code Number) 7030 Ang Mo Kio Avenue 5, #04-48 NorthStar@AMK Identification No.) Singapore 569880 +65 9005 5495 (Translation of Registrants name into English) (State or Jurisdiction of Incorporation or Organization) REGISTRATION STATEMENT UND ...

SINGAPORE, March 18, 2026 (GLOBE NEWSWIRE) -- Fitness Champs Holdings Limited (“Fitness Champs Holdings”, “FCHL” or the “Company”) (NASDAQ: FCHL), a distinguished aquatic sports education provider in Singapore, today announced that the Company’s board of directors approved on February 12, 2026 that the authorized, issued, and outstanding shares of the Company be consolidated on a 15 for 1 ratio with the marketplace effective date of March 23, 2026. The objective of the share consolidation is to enable the C ...

Core Viewpoint - Fitness Champs Holdings Limited is set to hold an Extraordinary General Meeting (EGM) for shareholders on March 20, 2026, to discuss resolutions that require shareholder adoption [1][2]. Company Overview - Fitness Champs Holdings Limited is a prominent aquatic sports education provider in Singapore, offering swimming lessons for children and adults, including ladies-only classes and aquatic sports such as water polo and competitive swimming [4]. - The company is one of the largest providers of swimming lessons to children in public schools under Singapore's Ministry of Education through the SwimSafer program and has been providing private swimming lessons since 2012 [4]. - Fitness Champs aims to promote swimming as an enjoyable and affordable sport for water safety and fitness, with plans to diversify its offerings to include other sports like pickleball [4].

Core Viewpoint - Fitness Champs Holdings Limited is set to hold an Extraordinary General Meeting (EGM) for shareholders on January 23, 2026, to discuss important resolutions [1][2]. Company Overview - Fitness Champs Holdings Limited is a prominent aquatic sports education provider in Singapore, offering swimming lessons for both children and adults, including ladies-only classes and aquatic sports such as water polo and competitive swimming [4]. - The company is recognized as one of the largest providers of swimming lessons to children in public schools through the SwimSafer program and has been providing private swimming lessons since 2012 [4]. - Fitness Champs aims to promote swimming as an enjoyable and affordable sport while focusing on water safety and fitness [4]. - The company plans to diversify its offerings by expanding into other sports, including pickleball [4]. EGM Details - The EGM will take place at 10 a.m. Singapore Time on January 23, 2026, at a specified location in Singapore [1]. - Shareholders listed in the register as of December 30, 2025, will be entitled to vote at the EGM [2]. - Relevant documents for the EGM, including the Notice, Proxy Statement, and Proxy Card, are available on the company's Investor Relations website and the SEC's website [3].

Core Insights - Fitness Champs Holdings Limited reported stable revenue performance in the first half of fiscal year 2025, with a revenue of S$2.16 million (US$1.64 million), despite a 2.9% decrease from S$2.23 million in the same period last year [3][4] - The company is focused on strategic global expansion, particularly into Dubai in 2026, while managing costs and operational efficiency [3][4] Financial Performance - Total revenues for the six months ended June 30, 2025, were S$2.16 million (US$1.64 million), a decrease of 2.9% from S$2.23 million for the same period last year [4][7] - Gross profit was S$0.62 million (US$0.47 million), down from S$0.78 million in the same period last year, resulting in a gross profit margin of 28.86%, compared to 34.86% the previous year [6][8] - The company reported a net loss of S$0.25 million (US$0.19 million) for the first half of 2025, compared to a net income of S$0.18 million for the same period last year [10][11] Cost Structure - Cost of revenue increased by 6.1% to S$1.54 million (US$1.17 million) due to higher coaches' fees [5][7] - Total operating expenses rose to S$0.97 million (US$0.73 million) from S$0.60 million in the same period last year, driven by increased selling and administrative expenses [9][16] Cash Flow and Financial Condition - As of June 30, 2025, the company had cash and cash equivalents of S$0.47 million (US$0.37 million), an increase from S$0.31 million at the end of 2024 [12] - Net cash used in operating activities was S$0.25 million (US$0.29 million) for the first half of 2025, compared to S$0.004 million for the same period last year [12][25] Strategic Initiatives - The company is investing in marketing and rebranding efforts to support its expansion into Dubai, with significant expenditures on professional services and digital advertising campaigns [16] - Fitness Champs aims to diversify its offerings beyond swimming to include other sports, such as pickleball, as part of its growth strategy [17]

Core Points - Fitness Champs Holdings Limited ("FCHL") has received a notification from Nasdaq indicating that it no longer meets the minimum bid price requirement of $1 per share [1][2] - The company has a compliance period of 180 days, until May 5, 2026, to regain compliance with Nasdaq's listing requirements [2] - If compliance is not achieved within this period, the company may be eligible for an additional 180 days under certain conditions [2] - The notification does not result in immediate delisting, and shares will continue to trade under the symbol "FCHL" [3] - The company is actively evaluating options to regain compliance and intends to meet Nasdaq's requirements [3] Company Overview - Fitness Champs Holdings Limited is a prominent aquatic sports education provider in Singapore, offering swimming lessons and aquatic sports classes [4] - The company is one of the largest providers of swimming lessons to children in public schools through the SwimSafer program [4] - Fitness Champs aims to expand its offerings to include other sports, such as pickleball, to diversify its sports education services [4]

Market Overview - U.S. stocks experienced a decline, with the Nasdaq Composite falling over 100 points on Wednesday. The Dow decreased by 0.35% to 46,129.26, the NASDAQ fell by 0.47% to 22,468.39, and the S&P 500 dropped by 0.40% to 6,630.54 [1] - Energy shares saw an increase of 1.9% on Wednesday, while materials stocks fell by 1.5% on Tuesday [1] Commodity Market - In commodity trading, oil prices rose by 2.5% to $64.97, while gold prices decreased by 1.3% to $3,767.30. Silver fell by 1.1% to $44.105, and copper increased by 3.8% to $4.8220 [4] European Market - European shares were mostly higher, with the eurozone's STOXX 600 rising by 0.01%, Spain's IBEX 35 Index increasing by 0.2%, London's FTSE 100 up by 0.29%, Germany's DAX 40 rising by 0.23%, and France's CAC 40 falling by 0.57% [5] Asian Market - Asian markets closed mostly higher, with Japan's Nikkei 225 gaining 0.30%, Hong Kong's Hang Seng surging by 1.37%, China's Shanghai Composite rising by 0.83%, while India's BSE Sensex fell by 0.47% [6] Company News - uniQure N.V. shares surged by 235% to $45.79 after announcing a $175 million non-dilutive senior secured term loan facility with Hercules Capital [8] - SHF Holdings, Inc. saw its shares increase by 120% to $7.18 following a $150 million common stock purchase agreement with CREO [8] - Lithium Americas Corp. shares rose by 97% to $6.05 after reports that Trump officials are seeking an equity stake in the company as part of a $2.26 billion loan renegotiation for the Thacker Pass lithium project [8] - WORK Medical Technology Group LTD shares plummeted by 88% to $0.1081 after partnering with Hong Kong Web3.0 Standardization Association for blockchain and RWA innovations [8] - Firefly Aerospace Inc. shares decreased by 33% to $0.7142, and Zhengye Biotechnology Holding Limited shares fell by 28% to $5.01 [8] Economic Indicators - Sales of new single-family homes in the U.S. increased by 20.5% from the previous month to an annualized rate of 800,000 units in August [10] - Building permits in the U.S. declined by 2.3% to an annualized rate of 1.330 million in August [10] - The volume of mortgage applications rose by 0.6% from the previous week in the week ending September 19 [10]

Group 1: Company-Specific Developments - Fitness Champs Holdings Limited (NASDAQ:FCHL) experienced a dramatic decrease in its stock price, dropping by 84.46% to $1.08, attributed to market reactions to company developments or sector challenges [2][8] - Charles & Colvard, Ltd. (NASDAQ:CTHR) saw a 45.19% decrease in its stock price to $0.40, potentially related to market dynamics within the luxury goods sector or company-specific news [3][8] - Boxlight Corporation (NASDAQ:BOXL) had its stock price decrease by 38.65% to $2.92, reflecting concerns over growth prospects or challenges in the education technology market [4][8] - Arqit Quantum Inc. (NASDAQ:ARQQW) experienced a 36.72% decrease in its stock price to $1.12, indicating investor concerns over its growth strategy or competitive landscape in the cybersecurity sector [5] - Stran & Company, Inc. (NASDAQ:SWAGW) saw its stock price decrease by 35.73% to $0.06, possibly due to market reactions to its financial performance or strategic decisions [6] Group 2: Sectoral Challenges - The significant price movements of these companies reflect broader sector challenges, including market saturation in sports education, changing consumer preferences in luxury goods, and competitive pressures in education technology and cybersecurity [7]

Core Viewpoint - Fitness Champs Holdings Limited has successfully completed its initial public offering, raising a total of US$8.0 million, which will be utilized for various strategic initiatives to enhance its operations and market presence [1][2]. Group 1: Offering Details - The initial public offering consisted of 3,750,000 ordinary shares priced at US$4.00 each, with 2,000,000 shares offered by the Company and 1,750,000 by selling shareholders [1]. - The shares began trading on the Nasdaq Capital Market under the ticker symbol "FCHL" on September 4, 2025 [1]. - The offering was conducted on a firm commitment basis, with Bancroft Capital, LLC serving as the lead managing underwriter [3]. Group 2: Use of Proceeds - The net proceeds from the offering will be allocated to strengthen the coaching team through hiring and training [2]. - Funds will also be directed towards marketing and branding efforts, business development for vertical expansion in aquatic sports, and potential strategic acquisitions [2]. - Additional uses include repayment of loans from the controlling shareholder related to the offering costs and general working capital [2]. Group 3: Company Overview - Fitness Champs Holdings Limited is a prominent provider of aquatic sports education in Singapore, offering swimming lessons and aquatic sports classes [6]. - The Company is recognized as one of the largest providers of swimming lessons to children in public schools through the SwimSafer program [6]. - Future plans include diversifying into other sports education offerings, such as pickleball, to enhance its service portfolio [6].